2003 Committee Charter : VARI

CHARTER OF THE STOCK COMMITTEE
OF THE BOARD OF DIRECTORS
OF VARIAN, INC.
(as adopted on November 10, 2003)

I. Committee Purpose

The primary responsibilities of the Stock Committee (the "Committee") of the Board of Directors of Varian, Inc. (the "Company") are to (1) approve, establish the terms of and administer nonqualified stock options granted under the Company's Omnibus Stock Plan to eligible participants who are not officers of the Company, and (2) administer the Company's Employee Stock Purchase Plan with respect to eligible participants who are not officers of the Company.

II. Committee Composition and Meetings

The Committee shall have a minimum of two members, each of whom shall be a member of the Board of Directors. Members of the Committee shall be appointed by and serve at the discretion of the Board of Directors, which shall also appoint the Committee's Chairman.

The Committee shall meet regularly as necessary to fulfill its responsibilities. Special meetings may be called by the Chairman of the Committee or the Chairman of the Board. The Committee may also take action by unanimous written consent of its members. The Committee may delegate any of its responsibilities to a subcommittee comprised solely of a member or members of the Committee or, with respect to administration of the compensation plans described below, to a separate committee of the Board of Directors or Company officers to the extent permitted under the terms of those plans and authorized by the Board of Directors. At any meeting of the Committee or a subcommittee of the Committee, the presence of one-half of its members (or both members in the event there are only two members of the Committee) then in office shall constitute a quorum for the transaction of business; and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Committee or subcommittee.

The Committee may request that any other director, officer or employee of the Company or any of the Company's external legal counsel, independent accountants, compensation consultants or other consultants or advisors attend a Committee meeting or meet with any member of the Committee or its advisors. The Committees shall have the authority to retain and terminate, at the Company's expense, legal counsel, compensation consultants or other consultants or advisors, as the Committee determines necessary to carry out its duties. The Committee may meet with any person in executive session.

III. Committee Responsibilities

A. Grant and Administer Nonqualified Stock Options. The Committee shall:

1. Grant, as the Committee deems appropriate but subject to limitations established by resolution of the Board of Directors or the Compensation Committee of the Board of Directors, nonqualified stock options to acquire the Company's common stock to eligible participants of the Company's Omnibus Stock Plan who are not officers of the Company (excluding those holding the office of only Assistant Controller, Assistant Secretary or Assistant Treasurer);

2. Establish, as the Committee deems appropriate but subject to limitations established by resolution of the Board of Directors or the Compensation Committee of the Board of Directors, the terms under which nonqualified stock options are granted to eligible participants of the Omnibus Stock Plan who are not officers of the Company (excluding those holding the office of only Assistant Controller, Assistant Secretary or Assistant Treasurer), including without limitation the exercise price and terms relating to the vesting, termination or expiration of such stock options and such procedures as are deemed necessary or appropriate for the exercise of such stock options;

3. Otherwise administer, as the Committee deems appropriate but subject to limitations established by resolution of the Board of Directors or the Compensation Committee of the Board of Directors, the Omnibus Stock Plan with respect to nonqualified stock options granted to eligible participants of that Plan who are not officers of the Company (excluding those holding the office of only Assistant Controller, Assistant Secretary or Assistant Treasurer); and

4. Submit to the Compensation Committee at each regular meeting of that Committee a report of all nonqualified stock options granted by the Stock Committee.

B. Administer Employee Stock Purchase Plan. The Committee shall:

1. Administer, as the Committee deems appropriate but subject to limitations established by resolution of the Board of Directors or the Compensation Committee of the Board of Directors, the Company's Employee Stock Purchase Plan with respect to eligible participants of that Plan who are not officers of the Company (excluding those holding the office of only Assistant Controller, Assistant Secretary or Assistant Treasurer); and

2. Submit to the Compensation Committee at least annually a report on the Employee Stock Purchase Plan.

C. Other Responsibilities. The Committee shall:

1. Review at least annually the adequacy of this Charter, and recommend to the Board of Directors any proposed changes to this Charter; and

2. Perform other responsibilities as directed by the Board of Directors.