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EXHIBIT 10.15
Form of Restricted Stock Agreement between
Varian, Inc. and Executive Officers
(used beginning December 4, 2006)
VARIAN, INC.
OMNIBUS STOCK PLAN
RESTRICTED STOCK AGREEMENT
Varian, Inc. (the "Company") hereby grants you, [NAME OF
EXECUTIVE OFFICER] (the "Employee"), shares of Restricted Stock
(the "Shares") under the Company’s Omnibus Stock Plan (the
"Plan"). The date of this Agreement is [GRANT DATE] (the "Grant
Date"). Subject to the provisions of Appendix A and of the
Plan, the principal features of this grant are as follows:
Total Number of Shares of Restricted Stock :
[NUMBER A]
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Scheduled Vesting Dates
:
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Number of Shares :
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[DATE]
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[
% of NUMBER
A]
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[DATE]
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[
% of NUMBER
A]
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[DATE]
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[
% of NUMBER
A]
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Your signature below 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 is contained in Paragraphs 4 through 6 of
Appendix A. ACCORDINGLY, PLEASE BE SURE TO READ ALL OF
APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS
OF THIS GRANT.
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VARIAN, INC.
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EMPLOYEE
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By
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Name:
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Name:
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Title:
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Secretary
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Home Address:
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APPENDIX A
TERMS AND CONDITIONS OF RESTRICTED STOCK
1. Grant of Restricted Stock . The Company hereby grants
to the Employee under the Plan, for past services and 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 terms and
conditions set forth in this Agreement and the Plan.
2. Shares Held in Escrow . Unless and until the
Shares of Restricted Stock vest in the manner set forth in
Paragraphs 3, 4 or 5, the 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
Shares or otherwise note its records as to the restrictions on
transfer set forth in this Agreement and the Plan. The certificate
or certificates representing the 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. Number of Shares; Changes in Stock . The number
and class of Shares specified in Paragraph 1 above 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 of any such 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, by virtue
of which the Employee shall, in his or her capacity as owner of
unvested Shares awarded to him or her under this Agreement (the
"Prior Shares"), be entitled to new or additional or different
shares of stock or securities (other than rights or warrants to
purchase securities), such new or additional or different shares or
securities shall thereupon be considered to be unvested Shares of
Restricted Stock and shall be subject to all of the conditions and
restrictions which were applicable to the Prior Shares pursuant to
this Agreement and the Plan. If the Employee receives rights or
warrants with respect to any Prior Shares, such rights or warrants
may be held or exercised by the Employee, provided that until such
exercise any such rights or warrants and after such exercise any
shares or other securities acquired by the exercise of such rights
or warrants shall be considered to be unvested Shares of Restricted
Stock and shall be subject to all of the conditions and
restrictions which were applicable to the Prior Shares pursuant to
the Plan and this Agreement. The Committee in its absolute
discretion at any time may accelerate the vesting of all or any
portion of such new or additional shares of stock or securities,
rights or warrants to purchase securities or shares or other
securities acquired by the exercise of such rights or warrants.
4. Vesting Schedule . Except as otherwise provided
in this Agreement, the Shares 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 thirty-three and one-third percent (33-1/3%) on each
succeeding 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. Notwithstanding the foregoing, in the
event of the Employee’s Termination of Service due to death
or Disability or Retirement (as defined pursuant to the
Company’s or other employing Affiliate’s retirement
policies as they may be established from time to time), if the
vesting of any of the Shares specified in Paragraph 1 had not yet
vested, then such unvested Shares will vest on the date of the
Employee’s Termination of Service.
2
5. Forfeiture . Except as
expressly provided in Paragraph 4, and notwithstanding any contrary
provision of this Agreement, the balance of the Shares 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 c
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