-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BcJCGkdjS0Tke/Gq5c3uN1sSOhOfA3o8I9Y7CcPAp4jy85Hb4hFULi2ZK3S0FAst tB5KUK04A3yjpAEGqJ3vGg== 0001275287-05-000851.txt : 20050304 0001275287-05-000851.hdr.sgml : 20050304 20050304130641 ACCESSION NUMBER: 0001275287-05-000851 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050217 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050304 DATE AS OF CHANGE: 20050304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIAN MEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0000203527 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 942359345 STATE OF INCORPORATION: DE FISCAL YEAR END: 0110 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07598 FILM NUMBER: 05660556 BUSINESS ADDRESS: STREET 1: 3100 HANSEN WAY CITY: PALO ALTO STATE: CA ZIP: 94304-1000 BUSINESS PHONE: 6504934000 MAIL ADDRESS: STREET 1: 3050 HANSEN WAY STREET 2: MAIL STOP E 224 CITY: PALO ALTO STATE: CA ZIP: 94304-1000 FORMER COMPANY: FORMER CONFORMED NAME: VARIAN ASSOCIATES INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VARIAN DELAWARE INC DATE OF NAME CHANGE: 19761123 8-K/A 1 vm2221.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) FEBRUARY 17, 2005 VARIAN MEDICAL SYSTEMS, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 1-7598 94-2359345 ---------------------------- ---------------- ------------------- (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 3100 Hansen Way, Palo Alto, CA 94304-1030 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (650) 493-4000 Not Applicable ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 9.01. Financial Statements and Exhibits. (c) Exhibits. Varian Medical Systems, Inc. (the "Company") filed a Current Report on Form 8-K on February 24, 2005 reporting the approval by the Company's stockholders of the Varian Medical Systems, Inc. 2005 Omnibus Stock Plan and the approval by the Company's Board of Directors of the forms of Restricted Stock Agreement, Nonqualified Stock Option Agreement for Officers and Nonqualified Stock Option Agreement for Non-employee Directors. That Current Report attached incorrect versions of the forms of Nonqualified Stock Option Agreement for Officers and Nonqualified Stock Option Agreement for Non-employee Directors. The corrected versions of the following exhibits are now attached to this Form 8-K/A. 99.1 Form of Nonqualified Stock Option Agreement under the Varian Medical Systems, Inc. 2005 Omnibus Stock Plan. 99.2 Form of Nonqualified Stock Option Agreement for Directors under the Varian Medical Systems, Inc. 2005 Omnibus Stock Option Plan. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Varian Medical Systems, Inc. By: /s/ JOSEPH B. PHAIR --------------------------------- Name: Joseph B. Phair Title: Vice President, Administration, and General Counsel Dated: March 4, 2005 3 EXHIBIT INDEX Number Exhibit - ------ ---------------------------------------------------------------------- 99.1 Form of Nonqualified Stock Option Agreement for Officers under the Varian Medical Systems, Inc. 2005 Omnibus Stock Plan. 99.2 Form of Nonqualified Stock Option Agreement for Directors under the Varian Medical Systems, Inc. 2005 Omnibus Stock Option Plan. 4 EX-99.1 2 vm2221ex991.txt EXHIBIT 99.1 OFFICERS VARIAN MEDICAL SYSTEMS, INC. 2005 OMNIBUS STOCK PLAN NONQUALIFIED STOCK OPTION AGREEMENT Varian Medical Systems, Inc. (the "Company") hereby grants you, [NAME] (the "Employee"), a nonqualified stock option under the Company's 2005 Omnibus Stock Plan (the "Plan"), to purchase shares of common stock of the Company ("Shares"). The date of this Agreement is [GRANT DATE] (the "Grant Date"). In general, the latest date this option will expire is [EXPIRATION DATE] (the "Expiration Date"). However, as provided in Appendix A (attached hereto as "2005 Omnibus Stock Plan Appendix A"), 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: MAXIMUM NUMBER OF SHARES PURCHASABLE WITH THIS OPTION: PURCHASE PRICE PER SHARE: $ SCHEDULED VESTING DATES: NUMBER OF SHARES*: [ONE YEAR FROM GRANT DATE] 1/3rd of shares granted [13TH MONTH FROM GRANT DATE TO 36TH 1/36th of shares granted MONTH FROM GRANT DATE] *Shares vest in only whole share increments, fractions of shares vest only when they equal whole share increments. EVENT TRIGGERING MAXIMUM TIME TO EXERCISE TERMINATION OF OPTION: AFTER TRIGGERING EVENT**: - ---------------------------------------- ------------------------- Termination of Service for cause None 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 signature below 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. VARIAN MEDICAL SYSTEMS, INC. EMPLOYEE By: ------------------------------------ ------------------------------------ Vice President, Human Resources [NAME] D-2 2005 STOCK PLAN APPENDIX A 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 an aggregate of [NO.OF SHARES] Shares. 2. Exercise Price. The purchase price per Share for this option (the "Exercise Price") shall be $[GRANT PRICE] which is the Fair Market Value of a Share on the Grant Date. 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 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 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 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 D-3 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 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. D-4 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 3100 Hansen Way, Palo Alto, California 94304, 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 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. D-5 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. D-6 EX-99.2 3 vm2221ex992.txt EXHIBIT 99.2 VARIAN MEDICAL SYSTEMS, INC. 2005 OMNIBUS STOCK PLAN NON-EMPLOYEE DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT Varian Medical Systems, Inc. (the "Company") hereby grants you, [NAME] (the "Director"), a nonqualified stock option under the Company's 2005 Omnibus Stock Plan (the "Plan"), to purchase shares of common stock of the Company ("Shares"). The date of this Agreement is [GRANT DATE] (the "Grant Date"). In general, the latest date this option will expire is [EXPIRATION DATE] (the "Expiration Date"). However, as provided in the attached Non-Employee Director, Terms and Conditions of Nonqualified Stock Option ("Appendix A"), 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: MAXIMUM NUMBER OF SHARES PURCHASABLE WITH THIS OPTION: PURCHASE PRICE PER SHARE: $ SCHEDULED VESTING DATE: NUMBER OF SHARES*: *Shares vest in whole share increments; fractions of shares vest only when they equal whole share increments. EVENT TRIGGERING MAXIMUM TIME TO EXERCISE TERMINATION OF OPTION: AFTER TRIGGERING EVENT**: - ---------------------------------------- ------------------------- Termination of Service due to Disability 3 years Termination of Service due to Retirement 3 years Termination of Service due to death 3 years Termination of Service due to completion of term as Director 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 Director). Your signature below 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 CONTAIN 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. VARIAN MEDICAL SYSTEMS, INC. DIRECTOR - ------------------------------- ------------------------------------- Vice President, Human Resources [DIRECTOR NAME] APPENDIX A Non-Employee Director TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTION 1. Grant of Option. The Company hereby grants to the Director under the Plan, as a separate incentive in connection with his or her service and not in lieu of any 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 an aggregate of [NO. OF SHARES] Shares. This option is not intended to qualify as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended. 2. Exercise Price. The purchase price per Share for this option (the "Exercise Price") shall be $[GRANT PRICE]. 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 Board of Directors of the Company (the "Board") 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. The right to exercise this option is scheduled to vest fully as of the Grant Date. 5. Expiration of Option. In the event of the Director's Termination of Service for any reason other than Disability, Retirement, completion of term as a Director or death, the Director may, within three (3) months after the date of such Termination, or prior to the Expiration Date, whichever shall first occur, exercise this option. In the event of the Director's Termination of Service due to Disability, or completion of term as a Director, Retirement, the Director may, within three (3) years after the date of such Termination, or prior to the Expiration Date, whichever shall first occur, exercise this option. 6. Death of Director. In the event that the Director dies while in the employ of the Company or during the one (1) month, three (3) month or three (3) year periods referred to in Paragraph 5 above, the Director's designated beneficiary, or if either no beneficiary survives the Director or the Board does not permit beneficiary designations, the administrator or executor of the Director's estate, may, within three (3) years after the date of death, exercise this 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 Director's lifetime only by the Director. The option shall not be transferable by the Director, except by (a) a valid beneficiary designation made in a form and manner acceptable to the Board, or (b) will or the applicable laws of descent and distribution. C-2 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 Board, 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 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 Director (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 Director (or beneficiary). 11. No Effect on Service. Nothing in this Agreement or the Plan shall confer upon the Director any right to continue service on the Board of the Company or its Subsidiaries (as the case may be). 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 3100 Hansen Way, Palo Alto, California 94304, 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 Director (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. C-3 16. Conditions to Exercise. The Exercise Price for this option must be paid in the legal tender of the United States (including, in the Board's sole discretion, by means of a broker-assisted cashless exercise) or, in the Board's sole discretion, in Shares of equivalent value that (a) were previously issued to the Director and (b) have been held by the Director for at least six (6) months prior thereto. 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 Director fails to remit to the Company such withholding amount within the time period specified by the Board (in its discretion), the award may be forfeited and in such case the Director 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. 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. 19. Board Authority. The Board 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 Board in good faith shall be final and binding upon the Director, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement. 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. Modifications to the Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. The Director 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. C-4 -----END PRIVACY-ENHANCED MESSAGE-----