VARIAN MEDICAL SYSTEMS, INC.
Grant Agreement – Deferred Stock Units
GRANT AGREEMENT made as of , 20 (the “Grant Date”) between Varian Medical Systems, Inc., a Delaware
corporation (the “Company”), and (the “Director”).
1. Grant of Deferred Stock Deferred Stock Units . The Company hereby grants to the Director Deferred Stock
Units. Each Deferred Stock Unit shall be deemed to be the equivalent of one Share.
2. Subject to the Plan . The Agreement is subject to, and governed by, the provisions of the Varian Medical Systems,
Inc. Second Amended and Restated 2005 Omnibus Stock Plan (the “Plan”) and, unless the context requires otherwise, terms
used herein shall have the same meaning as in the Plan. In the event of a conflict between the provisions of the Plan and this
Agreement, the Plan shall control.
3. Account . The Company shall credit to a bookkeeping account (the “Account”) maintained by the Company for the
Director’s benefit the Deferred Stock Units. On each date that cash dividends are paid on the Shares, the Company will credit
the Account with a number of additional Deferred Stock Units equal to the result of dividing (i) the product of the total number
of Deferred Stock Units credited to the Account on the record date for such dividend and the per Share amount of such
dividend by (ii) the Fair Market Value of one Share on the date such dividend is paid by the Company to shareholders. The
additional Deferred Stock Units shall be or become vested to the same extent as the Deferred Stock Units that resulted in the
crediting of such additional Deferred Stock Units.
4. Vesting . All of the Deferred Stock Units shall initially be unvested. During the 12-month period following the Grant
Date, 25% of the Deferred Stock Units shall become vested as of the end of each 3-month period following the Grant Date,
provided the Director has continued on the Board until the end of such 3-month period. All of th