X0303 4 2010-05-14 1 0001079028 VARIAN INC VARI 0001141979 MOON WAYNE R 3120 HANSEN WAY PALO ALTO CA 94304-1030 1 0 0 0 Common Stock 2010-05-14 4 D 0 9607 52 D 0 I by Trust Non-Qualified Stock Option (right to buy) 27.96 2010-05-14 4 D 0 4000 0 D 2009-02-06 2019-02-06 Common Stock 4000 0 D Non-Qualified Stock Option (right to buy) 28.73 2010-05-14 4 D 0 5000 0 D 2003-02-07 2013-02-17 Common Stock 5000 0 D Non-Qualified Stock Option (right to buy) 34.07 2010-05-14 4 D 0 5000 0 D 2002-02-08 2012-02-08 Common Stock 5000 0 D Non-Qualified Stock Option (right to buy) 37.99 2010-05-14 4 D 0 5000 0 D 2006-02-03 2016-02-03 Common Stock 5000 0 D Non-Qualified Stock Option (right to buy) 39.375 2010-05-14 4 D 0 5000 0 D 2001-02-09 2011-02-09 Common Stock 5000 0 D Non-Qualified Stock Option (right to buy) 40.23 2010-05-14 4 D 0 5000 0 D 2005-02-04 2015-02-04 Common Stock 5000 0 D Non-Qualified Stock Option (right to buy) 40.95 2010-05-14 4 D 0 5000 0 D 2004-02-05 2014-02-05 Common Stock 5000 0 D Stock Units 2010-05-14 4 D 0 4174 0 D 2010-05-14 Common Stock 4174 0 D This option, which provided for vesting in 2009, was cancelled pursuant to the Agreement and Plan of Merger by and among Agilent Technolgies, Inc., Cobalt Acquisition Corp. and the Issuer dated July 25, 2009 (the "Merger Agreement") in exchange for a cash payment of $24.04 per share, representing the difference between $52.00 and the exercise price of the option. This option, which provided for vesting in 2003, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $23.27 per share, representing the difference between $52.00 and the exercise price of the option. This option, which provided for vesting in 2002, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $17.93 per share, representing the difference between $52.00 and the exercise price of the option. This option, which provided for vesting in 2006, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $14.01 per share, representing the difference between $52.00 and the exercise price of the option. This option, which provided for vesting in 2001, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $12.62 per share, representing the difference between $52.00 and the exercise price of the option. This option, which provided for vesting in 2005, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $11.77 per share, representing the difference between $52.00 and the exercise price of the option. This option, which provided for vesting in 2004, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $11.05 per share, representing the difference between $52.00 and the exercise price of the option. Each Director Stock Unit represents a contingent right to receive one share of VARI common stock. Director Stock Units are scheduled to vest upon Reporting Person's termination of service as a member of the Issuer's Board of Directors. Pursuant to the Merger Agreement, each Director Stock Unit was converted into the right to received $52.00 in cash. By: Arthur W. Homan For: Wayne R. Moon 2010-05-14