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Exhibit
10.23
VARIAN MEDICAL SYSTEMS,
INC.
SECOND AMENDED AND
RESTATED
2005 OMNIBUS STOCK
PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
Varian Medical Systems, Inc.
(the “Company”) hereby grants the employee
(“Employee”) named on the Summary of Grant Award (the
“Grant Summary”), a nonqualified stock option under the
Company’s Second Amended and Restated 2005 Omnibus Stock Plan
(the “Plan”), to purchase shares of common stock
of the Company (“Shares”) from the date of this
Agreement (the “Grant Date”) and expiring on the
Expiration. The maximum number of Shares purchasable pursuant to
this option (“Shares Granted”), the purchase price per
Share and the option expiration date (the “Expiration
Date”) are stated on the Grant Summary.* However, as provided
in the Terms and Conditions of 2005 Omnibus Stock Plan Nonqualified
Stock Option attached hereto as Appendix A (Officers), this option
may expire earlier than the Expiration Date. Subject to the
provisions of Appendix A and of the Plan, the principal
features of this option are as follows:
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Scheduled Vesting
Dates:
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Number of Shares**
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Date one (1) year from Grant
Date
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1/3
rd
of Shares
Granted |
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Date 13 th month from Grant Date through 36 th month from Grant date
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1/36
th
of Shares
Granted |
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See “Grant Summary” page on the service provider
web-site. |
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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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Event Triggering
Termination of Option:
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Maximum Time to
Exercise
After Triggering
Event***:
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Termination of Service for
cause
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None |
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Termination of Service due to
Disability
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1
year |
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Termination of Service due to
Retirement
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3
years |
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Termination of Service due to
death
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3
years |
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All other Terminations of
Service
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3
months |
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However, in no event may this option be exercised after the
Expiration Date. |
Your acceptance online at the
service provider web-site or, when provided, your signature of a
copy of this Nonqualified Stock Option Agreement, indicates your
agreement and understanding that this option is subject to all of
the terms and conditions contained in Appendix A and the Plan. For
example, important additional information on vesting and
termination of this option is contained in Paragraphs 4 through 6
of Appendix A. ACCORDINGLY, PLEASE BE SURE TO READ ALL OF
APPENDIX A AND THE PLAN, WHICH CONTAINS THE SPECIFIC TERMS AND
CONDITIONS OF THIS OPTION. YOU CAN REQUEST A COPY OF THE PLAN BY
CONTACTING THE CORPORATE HUMAN RESOURCES OFFICE IN PALO ALTO,
CALIFORNIA.
APPENDIX A
OFFICERS
TERMS AND CONDITIONS OF
NONQUALIFIED STOCK OPTION
1. Grant of Option .
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, a nonqualified stock option to purchase, on the terms and
conditions set forth in this Agreement and the Plan, all or any
part of an aggregate of the number of Shares Granted as specified
on the “Summary of Grant Award” page of the service
provider web-site.
2. Exercise Price .
The purchase price per Share for this option (the “Exercise
Price”) shall be the Grant Price in USD as specified on the
“Summary of Grant Award” page of the service provider
web-site, which is the Fair Market Value of a Share on the Grant
Date.
3. Number of Shares .
The number and class of Shares specified in Paragraph 1 above,
and/or the Exercise Price, are subject to adjustment by the
Committee in the event of any merger, reorganization,
consolidation, recapitalization, separation, liquidation, stock
dividend, split-up, Share combination or other change in the
corporate structure of the Company affecting the Shares. In the
event an Employee’s termination of service due to the
Employee’s Retirement within one (1) year following the
Grant Date, then the number of Shares Granted shall be adjusted
proportionally by the time during such one (1) year period
that the Employee remained an employee of the Company (based upon a
365 day year). For example, if the Employee is granted an
option for 6,000 shares of Common Stock of the Company and the
Employee terminated service due to the Employee’s Retirement
30 days after the Grant Date, then the Employee’s number of
Shares Granted would be reduced from 6,000 shares to 493 shares
(6,000 x 30/365) and the balance of the Shares Granted would
be cancelled.
4. Vesting Schedule .
Except as otherwise provided in this Agreement, the right to
exercise this option will vest as to thirty-three and one-third
percent (33-1/3%) of the Shares specified in Paragraph 1 above on
the first anniversary date of the Grant Date, and as to an
additional 1/36 th of
the shares on each succeeding monthly anniversary date, until the
right to exercise this option shall have vested with respect to one
hundred percent (100%) of such Shares. On any scheduled
vesting date, vesting actually will occur only if the Employee has
been continuously employed by the Company or an Affiliate from the
Grant Date until such scheduled vesting date, or the vesting date
occurs within three (3) years following the Employee’s
Termination of Service due to the Employee’s Retirement.
Notwithstanding the foregoing, in the event of the Employee’s
Termination of Service due to death, if the right to exercise any
of the Shares specified in Paragraph 1 had not yet vested, then the
right to exercise such Shares will vest on the date of the
Employee’s Termination of Service.
5. Expiration of
Option . In the event of the Employee’s Termination of
Service for any reason other than Retirement, Disability, death or
for cause, the Employee may, within three (3) months after the
date of such Termination, or prior to the Expiration Date,
whichever shall first occur, exercise any vested but unexercised
portion of this option. In the event of the Employee’s
Termination of Service due to Disability, the Employee may, within
one (1) year after the date of such Termination, or prior to
the Expiration Date, whichever shall first occur, exercise any
vested but unexercised portion of this option. In the event of the
Employee’s Termination of Service due to Retirement, the
Employee may, within three (3) years from the date of such
Termination, or prior to the Expiration Date, whichever shall first
occur, exerci
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