Exhibit 99.3
VARIAN MEDICAL SYSTEMS, INC.
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 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 (US), 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:
SCHEDULED VESTING DATES: NUMBER OF SHARES
---------------------------------- ------------------------
Date one (1) year from Grant Date 1/3rd of Shares Granted
Date 13th month from Grand Date
through 36th month from Grant date 1/36th of Shares Granted
* See "Grant Summary" page on the service provider website.
EVENT TRIGGERING MAXIMUM TIME TO EXERCISE
TERMINATION OF OPTION: AFTER TRIGGERING EVENT**:
--------------------- ---------------------------
Termination of Service for cause None
Termination of Service due to resignation 1 month
Termination of Service due to Disability 1 year
Termination of Service due to Retirement 3 years
Termination of Service due to death 3 years
All other Terminations of Service 3 months
**However, in no event may this option be exercised after the Expiration Date
(except in certain cases of the death of the Employee).
Your acceptance on line 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
US
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 the aggregate of Shares set
forth on the Grant Summary.
2. Exercise Price. The purchase price per Share for this option (the
"Exercise Price") shall be the ▇▇▇▇▇ ▇▇▇▇▇, which is the Fair Market Value of a
Share on the Grant Date, as set forth on the Grant Summary.
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.
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 1/36th 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 employees 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 resignation, 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,
exercise any vested but unexercised portion of this option. In the event of the
Employee's Termination of Service due to resignation, the Employee may, within
one (1) month 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 by the
Company for cause (as determined by the Company), the Employee may not exercise
any portion of this option that is unexercised on the date of such Termination.
6. Death of Employee. In the event that the Employee dies while in the
employ of the Company and/or an Affiliate or during the one (1) month, three (3)
month, three (3) year or
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one (1) year periods referred to in Paragraph 5 above, the Employee's designated
beneficiary, or if either no beneficiary survives the Employee or the Committee
does not permit beneficiary designations, the administrator or executor of the
Employee's estate, may, within three (3) years after the date of death, exercise
any vested but unexercised portion of the option. Any such transferee must
furnish the Company (a) written notice of his or her status as a transferee, (b)
evidence satisfactory to the Company to establish the validity of the transfer
of this option and compliance with any laws or regulations pertaining to such
transfer, and (c) written acceptance of the terms and conditions of this option
as set forth in this Agreement.
7. Persons Eligible to Exercise Option. This option shall be
exercisable during the Employee's lifetime only by the Employee. The option
shall not be transferable by the Employee, except by (a) a valid beneficiary
designation made in a form and manner acceptable to the Committee, or (b) will
or the applicable laws of descent and distribution.
8. Exercise of Option. This option may be exercised by the person then
entitled to do so as to any Shares which may then be purchased (a) by giving
written notice of exercise to the Secretary of the Company (or his or her
designee), specifying the number of full Shares to be purchased and accompanied
by full payment of the Exercise Price (and the amount of any income or other
taxes the Company determines is required to be withheld by reason of such
exercise), and (b) by giving satisfactory assurances in writing if requested by
the Company, signed by the person exercising the option, that the Shares to be
purchased upon such exercise are being purchased for investment and not with a
view to the distribution thereof. In the absolute discretion of the Committee,
the person entitled to exercise the option may elect to satisfy the
tax-withholding requirement described in subparagraph (a) above by having the
Company withhold Shares or by delivering to the Company already-owned Shares. No
partial exercise of this option may be for less than ten (10) Share lots or
multiples thereof.
9. Suspension of Exercisability. If at any time the Company shall
determine, in its discretion, that the listing, registration or qualification of
the Shares upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory authority, is necessary
or desirable as a condition of the purchase of Shares hereunder, this option may
not be exercised, in whole or in part, unless and until such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Company. The Company shall
make reasonable efforts to meet the requirements of any such state or federal
law or securities exchange and to obtain any such consent or approval of any
such governmental authority.
10. No Rights of Stockholder. Neither the Employee (nor any beneficiary)
shall be or have any of the rights or privileges of a stockholder of the Company
in respect of any of the Shares issuable pursuant to the exercise of this
option, unless and until certificates representing such Shares shall have been
issued, recorded on the records of the Company or its transfer agents or
registrars, and delivered to the Employee (or beneficiary).
11. No Effect on Service. The Employee's employment with the Company and
its Affiliates is on an at-will basis only. Accordingly, subject to any written,
express employment with the Employee, nothing in this Agreement or the Plan
shall confer upon the Employee any right to continue to be employed by the
Company or any Affiliate or shall interfere with or restrict in any way the
rights of the Company or the Affiliate, which are hereby expressly reserved, to
terminate the employment of the Employee at any time for any reason whatsoever,
with or without good cause. Such reservation of rights can be modified only in
an express written contract executed by a duly authorized officer of the Company
or the Affiliate employing or
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otherwise engaging the Employee. For purposes of this Agreement, the transfer of
the employment of the Employee between the Company and any one of its Affiliates
(or between Affiliates) shall not be deemed a Termination of Service. Nothing
herein contained shall affect the Employee's right to participate in and receive
benefits under and in accordance with the then current provisions of any
pension, insurance or other employee welfare plan or program of the Company or
any Affiliate.
12. Address for Notices. Any notice to be given to the Company under the
terms of this Agreement shall be addressed to the Company, in care of its
Secretary, at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other
address as the Company may hereafter designate in writing.
13. Option is Not Transferable. Except as otherwise expressly provided
herein, this option and the rights and privileges conferred hereby may not be
transferred, pledged, assigned or otherwise hypothecated in any way (whether by
operation of law or otherwise) and shall not be subject to sale under execution,
attachment or similar process. Upon any attempt to transfer, pledge, assign,
hypothecate or otherwise dispose of this option, or of any right or privilege
conferred hereby, or upon any attempted sale under any execution, attachment or
similar process, this option and the rights and privileges conferred hereby
immediately shall become null and void.
14. Maximum Term of Option. Notwithstanding any other provision of this
Agreement except Paragraph 6 above relating to the death of the Employee (in
which case this option is exercisable to the extent set forth therein), this
option is not exercisable after the Expiration Date.
15. Binding Agreement. Subject to the limitation on the transferability
of this option contained herein, this Agreement shall be binding upon and inure
to the benefit of the heirs, legatees, legal representatives, successors and
assigns of the parties hereto.
16. Conditions to Exercise. The Exercise Price for this option must be
paid in the legal tender of the United States (including, in the Committee's
sole discretion, by means of a broker-assisted cashless exercise) or, in the
Committee's sole discretion, in Shares of equivalent value. Exercise of this
option will not be permitted until satisfactory arrangements have been made for
the payment of the appropriate amount of withholding taxes (as determined by the
Company). If the Employee fails to remit to the Company such withholding amount
within the time period specified by the Committee (in its discretion), the award
may be forfeited and in such case the Employee shall not receive any of the
Shares subject to this Agreement.
17. Plan Governs. This Agreement is subject to all of the terms and
provisions of the Plan. In the event of a conflict between one or more
provisions of this Agreement and one or more provisions of the Plan, the
provisions of the Plan shall govern. Capitalized terms and phrases used and not
defined in this Agreement shall have the meaning set forth in the Plan.
18. Committee Authority. The Committee shall have all discretion, power,
and authority to interpret the Plan and this Agreement and to adopt such rules
for the administration, interpretation and application of the Plan as are
consistent therewith. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final and binding
upon the Employee, the Company and all other interested persons, and shall be
given the maximum deference permitted by law. No member of the Committee shall
be personally liable
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for any action, determination or interpretation made in good faith with respect
to the Plan or this Agreement.
19. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without reference to its
principles of conflicts of law.
20. Captions. The captions provided herein are for convenience only and
are not to serve as a basis for the interpretation or construction of this
Agreement.
21. Agreement Severable. In the event that any provision in this
Agreement shall be held invalid or unenforceable, such provision shall be
severable from, and such invalidity or unenforceability shall not be construed
to have any effect on, the remaining provisions of this Agreement.
22. Retirement Definition and Fortifier. For purposes of this Agreement,
Retirement shall mean an employee's voluntary termination of employment at age
65 or above, or at age 55 with a minimum of 10 years employment with the
Company, provided, however, that in the event employee commences employment with
a company which competes with the Company in any of Company's business,
including but not limited to, equipment, software or other products for the
treatment of cancer, X-ray tubes, flat panel imaging devices and industrial
X-ray imaging devices, Company may, in its sole discretion, terminate this
Agreement, including the vesting of any options or other grants which remain
unvested as of the date employee commences employment with the competitive
company.
23. Modifications to the Agreement. This Agreement constitutes the
entire understanding of the parties on the subjects covered. The Employee
expressly warrants that he or she is not executing this Agreement in reliance on
any promises, representations, or inducements other than those contained herein.
Modifications to this Agreement or the Plan can be made only in an express
written contract executed by a duly authorized officer of the Company.
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