FORM OF CHANGE IN CONTROL AGREEMENT
FOR ROBERT A. LEMOS
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ("Agreement") is
entered into effective as of November 1, 1998, by and between VARIAN ASSOCIATES, INC., a Delaware
corporation (the "Company")/1/, and _______________, an employee of the Company ("Employee").
The Company's Board of Directors (the "Board") has determined that it is in the best interest of the Company
and its stockholders for the Company to agree to pay Employee termination compensation in the event Employee
should leave the employ of the Company under the circumstances described below. The Board recognizes that
the possibility of a proposal from a third person, whether or not solicited by the Company, concerning a possible
"Change in Control" of the Company (as such language is defined in Section 3(d)) will be unsettling to Employee.
Therefore, the arrangements set forth in this Agreement are being made to help assure a continuing dedication by
Employee to Employee's duties to the Company notwithstanding the proposal or occurrence of a Change in
Control. The Board believes it imperative, should the Company receive any proposal from a third party, that
Employee, without being influenced by the uncertainties of Employee's own situation, be able to assess and
advise the Board whether such proposals are in the best interest of the Company and its stockholders, and to
enable Employee to take action regarding such proposals as the Board might determine to be appropriate. The
Board also wishes to demonstrate to key personnel that the Company desires to enhance management relations
and its ability to retain and, if needed, to attract new management, and intends to ensure that loyal and dedicated
management personnel are treated fairly.
In view of the foregoing, the Company and Employee agree as follows:
1. EFFECTIVE DATE AND TERM OF AGREEMENT.
This Agreement is effective and binding on the Compa