0001193125-11-022812 Sample Contracts

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. Restricted Stock Agreement Granted Under 2006 Stock Incentive Plan
Restricted Stock Agreement • February 3rd, 2011 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec • Delaware

This agreement evidences the grant by Varian Semiconductor Equipment Associates, Inc., a Delaware corporation (the “Company”) on [ ], 200[ ] (the “Grant Date”) to (the “Participant”) [ ] shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), as “Restricted Stock” under the Company’s 2006 Stock Incentive Plan (the “Plan”). The vesting schedule is set forth in Section 2 of Appendix A attached hereto.

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VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC. Nonstatutory Stock Option Agreement Granted Under 2006 Stock Incentive Plan
Stock Option Agreement • February 3rd, 2011 • Varian Semiconductor Equipment Associates Inc • Special industry machinery, nec

This agreement evidences the grant by Varian Semiconductor Equipment Associates, Inc., a Delaware corporation (the “Company”), on [ ], 200[ ] (the “Grant Date”) to [ ], an [employee] [consultant] [advisor] [officer] of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2006 Stock Incentive Plan (the “Plan”), a total of [ ] shares (the “Shares”) of common stock, $0.01 par value per share, of the Company (“Common Stock”) at $[ ] per Share. Unless earlier terminated as provided in Appendix A (attached hereto), this option shall expire on [ ] (the “Final Exercise 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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