Exhibit 10.31
DESCRIPTION OF COMPENSATORY
ARRANGEMENTS
BETWEEN VARIAN, INC. AND
NON-EMPLOYEE DIRECTORS
Each director who is not a Company
employee is paid an annual retainer fee of $40,000. The
non-employee director who chairs the Audit Committee of the Board
is paid an additional annual retainer fee of $20,000. The
non-employee directors who chair the Compensation and the
Nominating and Governance Committees of the Board are each paid an
additional annual retainer fee of $10,000. The non-employee
director who serves as the lead independent director is paid an
additional annual retainer fee of $10,000. Each non-employee
director is also paid $2,000 for each Board meeting attended and
$1,500 for each Board committee meeting attended.
Directors may elect to receive, in
lieu of all or a portion of these retainer, chair or meeting fees,
shares of the Company’s common stock or stock units based on
the fair market value of the Company’s common stock on the
date the fees would have been paid. Stock units vest upon
termination of the director’s service on the Board of
Directors (although the Board may adopt procedures permitting the
issuance of such shares to be deferred by a director to a date
following the termination of the director’s service), and are
then satisfied by issuance of shares of the Company’s common
stock.
Under the Company’s Omnibus
Stock Plan, each director who is not a Company employee is
automatically granted upo
