0001193125-09-250696 Sample Contracts

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. Restricted Stock Units Agreement Granted Under 2006 Stock Incentive Plan
Restricted Stock Units Agreement • December 10th, 2009 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec

This agreement evidences the grant by Varian Semiconductor Equipment Associates, Inc., a Delaware corporation (the “Company”), on [ ], 200[ ] (the “Grant Date”) to [ ], a member of the Board of Directors of the Company (the “Participant”), of a Restricted Stock Unit Award (as defined in the Plan) pursuant to the Company’s Amended and Restated 2006 Stock Incentive Plan (the “Plan”), consisting of [ ] Restricted Stock Units (the “RSUs”), on the terms provided herein, in Appendix A and in the Plan. Each RSU represents the right to receive one share of common stock, $0.01 par value per share, of the Company (“Common Stock”). The shares of Common Stock that are issuable on the Grant Date are referred to herein and in Appendix A as “Shares.” All of the RSUs are fully vested as of the Grant Date.

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