Exhibit 10.4
AMENDMENT NO. 3
TO THE
VARIAN MEDICAL SYSTEMS,
INC.
SECOND AMENDED AND
RESTATED
2005 OMNIBUS STOCK
PLAN
Varian Medical Systems, Inc. having
previously established the Varian Medical Systems, Inc. Second
Amended and Restated 2005 Omnibus Stock Plan (the
“Plan”), hereby amends the Plan as follows:
1. Effective as of February 12,
2009, Section 4.1 is amended by the insertion of the following
before the last sentence of Section 4.1:
Effective upon approval of this
amendment by the stockholders of the Company, an additional
4.2 million Shares shall be available for issuance under the
Plan.
2. Effective November 14, 2008,
the following is added as Section 10.14 of the
Plan:
Notwithstanding anything to the
contrary set forth in the Plan or any Award Agreement, in the event
of a restatement of incorrect financial results,
the Board will review the conduct of executive
officers in relation to the restatement. If the Board
determines that an executive officer has engaged in misconduct
or other violations of the Company’s code of ethics in
connection with the restatement, the Board would, in its
discretion, take appropriate action to remedy the
misconduct, including, without limitation, seeking
reimbursement of any portion of performance-based or incentive
compensation paid or awarded to the executive under the Plan that
is greater than would have been paid or awarded if calculated based
on the restated financial results, to the extent not prohibited
by
