Exhibit 10.63


 


AGILENT TECHNOLOGIES, INC. LONG-TERM
PERFORMANCE PROGRAM


 


(AMENDED AND RESTATED THROUGH NOVEMBER 1,
2005)


 


1.                                      PURPOSE


 


The purpose of the Long-Term Performance Program (“Program”) is to
motivate and reward eligible employees by making a portion of their
compensation dependent on the achievement of certain Objective Business
Criteria related to the performance of Agilent Technologies, Inc. (the “Company”)
and its operating units. This Program is designed to ensure that the incentives
paid hereunder to executive officers of the Company are deductible under Section 162(m)
of the Internal Revenue Code of 1986, as amended, and the regulations and
interpretations promulgated thereunder (the “Code”). Accordingly, the material
terms of this Program as to “covered employees” under Code Section 162(m)
are subject to the approval of the Company’s stockholders pursuant to Code Section 162(m).


 


2.                                      PARTICIPANTS


 


The participants in this Program shall be key employees of the Company,
as determined by the Committee.


 


3.                                      THE
COMMITTEE


 


The Committee shall consist of at least two outside directors of the
Company that satisfy the requirements of Code Section 162(m). The
Committee shall have the sole discretion and authority to administer and
interpret this Program in accordance with Code Section 162(m). Unless the
Board provides otherwise, the Compensation Committee of the Company’s Board of
Directors shall be the Committee.


 


4.                                      AMOUNT
OF BONUS


 


A participant’s award, if any, is based on (i) an individual
target set by the Committee in writing with respect to the Performance Period
and (ii) the Objective Business Criterion or Criteria for the Performance
Period (increased or decreased, in each case in accordance with factors adopted
by the Committee with respect to the Performance Period that relate to unusual
items).


 


5.                                      MAXIMUM
BONUS


 


No award in excess of one million (1,000,000) shares of Company common
stock (adjusted for stock splits and the like under the 1999 Stock Plan) or the
cash equivalent will be paid to any participant with respect to a Performance
Period. The Committee may also reduce an individual’s bonus calculated under Section 4
in its sole discretion.


 


6.                                      OBJECTIVE
BUSINESS CRITERIA


 


This Program’s “Objective Business Criteria” may include one or more of
the following: (a) sales revenue; (b) gross margin; (c) operating
margin; (d) operating income; (e) pre-tax profit; (f) earnings
before interest, taxes and depreciation and amortization; (g) net income; (h) expenses;
(i) the market price of the shares; (j) earnings per share;
(k) return on stockholder equity; (l) return on capital;
(m) return on net assets; (n) economic value added; (o) market
share; (p) customer service; (q) customer satisfaction; (r) safety;
(s) total stockholder return; (t) free cash flow;
(u) size-adjusted growth in earnings; and (v) such other Criteria as
determined by the Committee, each with respect to the Company and/or any
operating unit(s) of the Company, as 


 


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determined by the Committee in its sole discretion. Awards to be paid
to participants who are not subject to the limitations of Code Section 162(m)
may take into account other factors.


 


7.                                      PERFORMANCE
PERIODS


 


A “Performance Period” shall be, with respect to a participant, any
period not exceeding three years, as determined by the Committee in its sole
discretion. The selection and adjustment of applicable Objective Business
Criteria, and the establishment of targets, shall occur in compliance with the rules of
Code Section 162(m).


 


8.                                      PAYMENT
OF AWARDS


 


Subject to the Committee’s discretion, the payment of an award under
the Program generally requires that the participant be on the Company’s payroll
as of the date the award is to be paid. The Committee may make exceptions to
this requirement in the case of retirement, death or disability or under other
circumstances, as determined by the Committee in its sole discretion. Awards
may be made (i) in cash, or (ii) in shares of Company common stock
granted under the Company’s 1999 Stock Plan, as replaced, modified, amended or
supplemented from time to time (the “1999 Stock Plan”). No award shall be paid
unless and until the Committee certifies in writing the extent to which the
Objective Business Criterion/Criteria applicable to a participant have been
achieved or exceeded. The Committee, in its sole discretion, may permit a
participant to defer receipt of amount that would otherwise be delivered to the
participant under this Program. Any such deferral elections shall be subject to
such rules and procedures as determined by the Committee in its sole
discretion, and such deferrals shall be structured to comply with the
requirements of Code Section 409A.


 


9.                                      AMENDMENT
AND TERMINATION


 


The Board of Directors reserves the right to amend or terminate this
Program at any time with respect to future services of participants. Program
amendments will require stockholder approval only to the extent required by
applicable law.


 


10.                               LEGAL
CONSTRUCTION


 


In the event any provision of this Program shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of this Program, and this Program shall be construed and
enforced as if the illegal or invalid provision had not been included. The granting
of awards under this Program shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required. This Program and all awards shall be
construed in accordance with and governed by the laws of the State of Delaware,
but without regard to its conflict of law provisions. Captions are provided
herein for convenience only, and shall not serve as a basis for interpretation
or construction of this Program.


 


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