Exhibit 10.3
VARIAN MEDICAL SYSTEMS,
INC.
Second Amended and Restated 2005 Omnibus Stock
Plan
RESTRICTED STOCK
AGREEMENT
Varian Medical Systems, Inc. (the
“Company”) hereby grants to the designated employee
(“Employee”), a grant of Restricted Stock under the
Company’s Second Amended and Restated 2005 Omnibus Stock Plan
(the “Plan”). The Restricted Stock granted hereunder
consists of shares of common stock of the Company
(“Shares”). The Grant Date is the date of this
Agreement (the “Grant Date”). Subject to the provisions
of Appendix A (attached) and of the Plan, the principal features of
this grant are as follows:
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Total Number of Shares of
Restricted Stock :
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[NUMBER A]
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[[FEBRUARY
15/MAY 18/AUGUST 10/NOVEMBER 21, 1 YEAR FOLLOWING YEAR OF
GRANT]
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[33-1/3% of NUMBER A]
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[[FEBRUARY
15/MAY 18/AUGUST 10/NOVEMBER 21, 2 YEARS FOLLOWING YEAR OF
GRANT]
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[33-1/3% of NUMBER A]
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[[FEBRUARY
15/MAY 18/AUGUST 10/NOVEMBER 21, 3 YEARS FOLLOWING YEAR OF
GRANT]
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[33-1/3% of NUMBER A]
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*
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Shares vest in
only whole share increments, fractions of shares vest only when
they equal whole share increments.
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Your acceptance online at the
service provider web-site or, when provided, your signature of a
copy of this Restricted Stock Agreement indicates your agreement
and understanding that this grant is subject to all of the terms
and conditions contained in Appendix A and the Plan. For example,
important additional information on vesting and forfeiture of the
Shares covered by this grant is contained in Paragraphs 3 through 6
of Appendix A. PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH
CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT. YOU
CAN REQUEST A COPY OF THE PLAN BY CONTACTING THE CORPORATE HUMAN
RESOURCES OFFICE IN PALO ALTO, CALIFORNIA.
APPENDIX A
TERMS AND CONDITIONS OF RESTRICTED
STOCK
1. Grant . The Company hereby
grants to the Employee under the Plan as a separate incentive in
connection with his or her employment and not in lieu of any salary
or other compensation for his or her services, an award of [NUMBER
A] Shares of Restricted Stock on the date hereof, subject to all of
the terms and conditions in this Agreement and the Plan.
2. Shares Held in Escrow .
Unless and until the Shares of Restricted Stock shall have vested
in the manner set forth in Paragraphs 3 or 4, such Shares shall be
issued in the name of the Employee and held by the Secretary of the
Company as escrow agent (the “Escrow Agent”), and shall
not be sold, transferred or otherwise disposed of, and shall not be
pledged or otherwise hypothecated. The Company may instruct the
transfer agent for its Common Stock to place a legend on the
certificates representing the Restricted Stock or otherwise note
its records as to the restrictions on transfer set forth in this
Agreement and the Plan. The certificate or certificates
representing such Shares shall not be delivered by the Escrow Agent
to the Employee unless and until the Shares have vested and all
other terms and conditions in this Agreement have been
satisfied.
3. Vesting
Schedule . Except as provided in Paragraph 4, the Shares of
Restricted Stock awarded by this Agreement shall vest in the
Employee, as to thirty-three and one-third percent (33-1/3%) of
such Shares on [February 15th/May 18th/August 10
th
/November 21
st
] of the year
following the year of this Award (the “First Vesting
Date”), and as to an additional thirty-three and one-third
percent (33-1/3%) on each succeeding one-year increments of the
First Vesting Date, until one hundred percent (100%) of such
Shares shall have been vested. Shares of Restricted Stock shall not
vest in the Employee in accordance with any of the provisions of
this Agreement unless the Employee shall have been continuously
employed by the Company or by one of its Affiliates from the Grant
Date until the date such vesting is deemed to have
occurred.
4. Committee Discretion . The
Committee, in its absolute discretion, may accelerate the vesting
of the balance, or some lesser portion of the balance, of the
unvested Shares of Restricted Stock at any time. If so accelerated,
such Shares shall be considered as having vested as of the date
specified by the Committee.
5. Forfeiture . Except as
provided in Paragraph 4, and notwithstanding any contrary provision
of this Agreement, the balance of the Shares of Restricted Stock
which have not vested at the time of the Employee’s
Termination of Service shall thereupon be forfeited and
automatically transferred to and reacquired by the Company at no
cost to the Company. The Employee hereby appoints the Escrow Agent
with full power of substitution, as the Employee’s true and
lawful attorney-in-fact with irrevocable power and authority in the
name and on behalf of the Employee to take any action and execute
all documents and instruments, including, without limitation, stock
powers which may be necessary to transfer the certificate or
certificates evidencing such unvested Shares to the Company upon
such Termination of Service.
6. Death of Employee . Any
distribution or delivery to be made to the Employee under this
Agreement shall, if the Employee is then deceased, be made to the
Employee’s designated beneficiary, or if either no
beneficiary survives the Employee or the Committee does not permit
beneficiary designations, to the administrator or executor of the
Employee’s estate. Any designation of a beneficiary by the
Employee shall be effective only if such designation is made in a
form and manner acceptable to the Committee. Any transferee must
furnish the Company with (a) written notice of his or her
status as transferee, and (b)
