Amendment No. 2 to Varian Medical Systems, Inc. Second Amended and Restated 2005 Omnibus Stock Plan

Varian Medical Systems, Inc.

Dated: August 8, 2008

/s/ John W. Kuo

John W. Kuo

Corporate Vice President,

General Counsel & Secretary

Summary

Varian Medical Systems, Inc. has amended its Second Amended and Restated 2005 Omnibus Stock Plan, effective August 8, 2008. This amendment updates the definition of "Termination of Service" for awards subject to section 409A of the Internal Revenue Code, aligning it with the definition of "separation from service" under that section and related Treasury guidance. The amendment is executed by the company's authorized officer.

EX-10.23 5 dex1023.htm AMDMT NO. 2 TO REGISTRANT'S SECOND AMENDED AND RESTATED 2005 OMNIBUS STOCK PLAN Amdmt No. 2 to Registrant's Second Amended and Restated 2005 Omnibus Stock Plan

Exhibit 10.23

AMENDMENT NO. 2

TO THE

VARIAN MEDICAL SYSTEMS, INC.

SECOND AMENDED AND RESTATED

2005 OMNIBUS STOCK PLAN

Varian Medical Systems, Inc. having previously established the Varian Medical Systems, Inc. Second Amended and Restated 2005 Omnibus Stock Plan (the “Plan”), hereby amends the Plan, effective as of August 8, 2008 as follows:

The last sentence in Section 2.49 is hereby amended in its entirely to read as follows:

“Notwithstanding the foregoing, to the extent that “Termination of Service” is used to establish a payment event with respect to any Award subject to section 409A of the Code, “Termination of Service” shall have the same meaning as “separation from service” as that term is defined in section 409A of the Code and the applicable guidance issued by the Secretary of the Treasury thereunder.”

IN WITNESS WHEREOF, Varian Medical Systems, Inc., by its duly authorized officer, has executed the Plan on the date indicated below.