FORM OF REGISTRANT'S RESTRICTED STOCK AGREEMENT

Exhibit 10.1

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:

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.

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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.

[OPTION 1:

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 fifty percent (50%) of such Shares six months from the date of this Award, and as to the remainder fifty percent (50%) on the first anniversary of the date of this Award, 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.

OPTION 2:

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 fifty percent (50%) of such Shares one year from the date of this Award, and as to the remainder fifty percent (50%) on the second anniversary of the date of this Award, 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.

OPTION 3:

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 the first anniversary of the date of this Award, and as to an additional thirty-three and one-third percent (33-1/3%) on each succeeding one-year increments of the anniversary 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.

OPTION 4:

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 twenty-five percent (25%) of such Shares on the first anniversary of the date of this Award, and as to an additional twenty-five percent (25%) on each succeeding one-year increments of the anniversary 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.

OPTION 5:

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 fifteen percent (15%) of such Shares on each