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Exhibit
10.24
VARIAN MEDICAL SYSTEMS,
INC.
SECOND AMENDED AND
RESTATED
2005 OMNIBUS STOCK
PLAN
NON-EMPLOYEE
DIRECTOR
NONQUALIFIED STOCK OPTION
AGREEMENT
Varian Medical Systems, Inc.
(the “Company”) hereby grants you, «FNAME»
«LNAME» (the “Director”), 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”)*. The
date of this Agreement is «GrantDate» (the “Grant
Date”)*. In general, the latest date this option will expire
is «ExpirationDate» (the “Expiration Date”)
as stated on the Grant Summary*. However, as provided in the
attached Non-Employee Director, Terms and Conditions of
Nonqualified Stock Option (“Appendix A”), 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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Maximum Number of Shares
Purchasable with this Option:
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«Shares» |
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Purchase Price per share:
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$«GrantPrice» |
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Scheduled Vesting
Date:
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Number of Shares**:
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| «GrantDate» |
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«Shares» |
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See “Grant Summary” page on the service provider
web-site. |
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Shares vest in 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 due to
Disability
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3
years |
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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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Termination of Service due to completion
of term as Director
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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 (except in certain cases of the death of the
Director). |
Your acceptance online at the
service provider web-site or, when provided, your signature on 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 CONTAIN 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.
1
APPENDIX A
Non-Employee
Director
TERMS AND CONDITIONS OF
NONQUALIFIED STOCK OPTION
1. Grant of Option .
The Company hereby grants to the Director under the Plan, as a
separate incentive in connection with his or her service and not in
lieu of any 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 Shares Granted as specified on the “Grant
Summary” page of the service provider web-site. This option
is not intended to qualify as an “incentive stock
option” under Section 422 of the Internal Revenue Code
of 1986, as amended.
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 Board
of Directors of the Company (the “Board”) 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.
4. Vesting Schedule .
The right to exercise this option is scheduled to vest fully as of
the Grant Date.
5. Expiration of
Option . In the event of the Director’s Termination of
Service for any reason other than Disability, Retirement,
completion of term as a Director or death, the Director may, within
three (3) months after the date of such Termination, or prior
to the Expiration Date, whichever shall first occur, exercise this
option. In the event of the Director’s Termination of Service
due to Disability, or completion of term as a Director, Retirement,
the Director may, within three (3) years after the date of
such Termination, or prior to the Expiration Date, whichever shall
first occur, exercise this option.
6. Death of Director .
In the event that the Director
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