Exhibit 10.6


 


AGILENT TECHNOLOGIES, INC.


 


2009 Stock Plan


Stock Award Agreement (“Award Agreement”)


Under


The Long-Term Performance Program


 


Section 1.              Grant
of Stock Award.  This Stock
Award Agreement, dated as of the date of grant indicated in your account
maintained by the company providing administrative services in connection with
the Plan (as defined below) (the “External Administrator”), is entered into
between Agilent Technologies, Inc. (the “Company”), and you as an
individual who has been granted Restricted Stock Units (the “Awardee”) pursuant
to the Agilent Technologies, Inc. 2009 Stock Plan (the “Plan”).  This Stock Award represents the right to
receive  the number of shares of
the Company’s $0.01 par value voting common stock indicated in the Awardee’s External
Administrator account subject to the fulfillment of the conditions set forth
below and pursuant to and subject to the terms and conditions set forth in the
Plan, the Long-Term Performance Program (“LTPP”) and the administrative rules thereunder.  Capitalized terms used and not otherwise
defined herein are used with the same meanings as in the Plan.


 


Section 2.              Performance
Period.  This Stock Award shall vest upon the
achievement of Objective Business Criteria (as set forth below) over a period
of three years from the date stated in Section 1 above.


 


Section 3.              Objective
Business Criteria.  This Stock Award shall not vest and no shares
of Common Stock will be issued to the Awardee until the Committee has certified
in writing that the Objective Business Criteria set forth under the LTPP have
been achieved or exceeded.


 


Section 4.              Nontransferability
of Stock Award.  This Stock Award shall not be transferable by
Awardee otherwise than by will or by the laws of descent and distribution.  The terms of this Stock Award shall be
binding on the executors, administrators, heirs and successors of Awardee.


 


Section 5.              Termination
of Employment or Service.


 


                (a)           An Awardee who, whether voluntarily or involuntarily,
terminates from the Company or otherwise ceases to be employed in a
participating position at any time during a Performance Period, shall not be
eligible to receive a payout except as set forth in this Section 5.  Except as provided in this Section 5, in
order to receive payment of the Stock Award upon vesting, the Awardee must be
listed on the payroll of the Company or an Affiliate on the date when the Stock
Award is paid out.  Except as the
Committee may otherwise determine, termination of Awardee’s employment or
service for any reason shall occur on the date such Awardee ceases to perform
services for the Company or any Affiliate without regard to whether such
Awardee continues thereafter to receive any compensatory payments therefrom or
is paid 


 

















 


salary thereby in lieu
of notice of termination or, with respect to a member of the Board who is not
also an employee of the Company or any Subsidiary, the date such Awardee is no
longer a member of the Board.


 


(b)           An Awardee who dies or terminates
employment as a result of becoming totally and permanently disabled during a
Performance Period shall have paid to his or her estate or designated
beneficiaries or, in the case of disability, either (i) him or her or (ii) his
or her legally appointed guardian, at the end of the Performance Period, a
payout based on the full amount of the specified percentage of the Target Award
determined by the Committee under Section 3 for the full Performance
Period; except that, with respect to any Performance Period in which such death
or termination of employment occurs during the first 12 months of the
Performance Period, the payout for such Performance Period shall equal an
amount calculated by multiplying (a) the Award determined under Section 3
for the full Performance Period times (b) a fraction, the numerator of which
is the number of days from the beginning of the Performance Period to the date
of such death or termination of employment, and the denominator of which is the
number of days in the 12-month period.


 


(c)           Unless otherwise required under local
law, an Awardee who retires (in accordance with the Company’s then current
retirement policy) during a Performance Period shall, at the end of the
Performance Period, be entitled to receive his or her Long-Term Performance
Program payout based on the full amount of the specified percentage of the
Target Award determined by the Committee under Section 3 for the full
Performance Period; except that, with respect to any Performance Period in
which such retirement occurs during the first 12 months of the Performance
Period, the payout for such Performance Period shall equal an amount calculated
by multiplying (a) the amount determined 
under Section 3 for the full Performance Period times (b) a
fraction, the numerator of which is the number of days from the beginning of the
Performance Period to the date of such retirement, and the denominator of which
is the number of days in the 12-month period.


 


(d)           An Awardee who is demoted from
eligibility and accordingly ceases to be employed in a participating position
at any time during a Performance Period shall, at the end of the Performance
Period, be entitled to receive his or her Long-Term Performance Program payout
based on the full amount of the specified percentage of the Target Award
determined by the Committee under Section 3 for the full Performance
Period; except that, with respect to any Performance Period in which such
demotion occurs during the first 12 months of the Performance Period, the
payout for such Performance Period shall equal an amount calculated by multiplying
(a) the amount determined  under Section 3
for the full Performance Period times (b) a fraction, the numerator of
which is the number of days from the beginning of the Performance Period to the
date of such demotion, and the denominator of which is the number of days in
the 12-month period.


 


(e)           An Awardee who terminates employment
at any time during a Performance Period under a Workforce Management Program of
the Company or its Subsidiary shall, at the end of the Performance Period, be
entitled to receive his or her Long-Term Performance Program payout based on
the full amount of the specified percentage of the Target Award 


 


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determined by the
Committee under Section 3 for the full Performance Period; except that,
with respect to any Performance Period in which such termination of employment
occurs during the first 12 months of the Performance Period, the payout for
such Performance Period shall equal an amount calculated by multiplying (a) the
amount determined  under Section 3
for the full Performance Period times (b) a fraction, the numerator of
which is the number of days from the beginning of the Performance Period to the
date of such termination of employment, and the denominator of which is the number
of days in the 12-month period.


 


(f)            In the event of a Change In Control
of the Company (as defined in Section 18(c) of the 2009 Stock Plan or
any successor), an Awardee shall, at the earlier of the end of the Performance
Period or the termination date of the LTPP, be guaranteed to receive a Long-Term
Performance Program payout that is equivalent to the greater of the Target
Award or the accrued amount of the payout (i.e., the amount accrued as the
expected liability for this LTPP by the Company’s corporate finance
department); except that, with respect to any Performance Period in which such
Change in Control occurs during the first 12 months of the Performance Period,
the payout for such Performance Period shall equal an amount calculated by
multiplying (a) the amount determined 
herein times (b) a fraction, the numerator of which is the number
of days from the beginning of the Performance Period to the date of such Change
in Control, and the denominator of which is the number of days in the 12-month period.


 


Section 6.              Restrictions
on Issuance of Shares of Common Stock.  The
Company shall not be obligated to issue any shares of Common Stock pursuant to
this Stock Award unless the shares are at that time effectively registered or
exempt from registration under the U.S. Securities Act of 1933, as amended,
and, as applicable, local laws.


 


Section 7.              Responsibility
for Taxes.  Regardless of any
action the Company  or Awardee’s employer (the “Employer”) takes with respect
to any or all income tax, social insurance, payroll tax or other tax-related
withholding (the “Tax-Related Items”), Awardee acknowledges that the ultimate
liability for all Tax-Related Items legally due by Awardee is and remains
Awardee’s responsibility and that the Company and/or the Employer (1) make
no representations or undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of the Stock Award, including the grant and
vesting of the Stock Award, the subsequent sale of shares of Common Stock
acquired pursuant to the Stock Award and the receipt of any dividends or other
distributions, if any; and (2) do not commit to structure the terms of the
grant or any aspect of the Stock Award to reduce or eliminate Awardee’s
liability for Tax-Related Items.


 


Awardee authorizes the
Company and/or the Employer to, in the sole discretion of the Company and/or
the Employer, withhold all applicable Tax-Related Items legally payable by
Awardee from Awardee’s wages or other cash compensation paid to Awardee by the
Company and/or the Employer, within legal limits, or from proceeds of the sale
of shares of Common Stock. 
Alternatively, or in addition, if permissible under local law, the
Company may in its sole discretion (1) sell or arrange for the sale of
shares of Common Stock that Awardee acquires to meet the withholding obligation
for Tax-Related Items, and/or (2) withhold in shares of Common Stock,
provided that the Company only withholds the amount of shares of Common Stock 


 


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necessary to satisfy the
minimum withholding amount.  Finally,
Awardee shall pay to the Company or the Employer any amount of Tax-Related
Items that the Company or the Employer may be required to withhold as a result
of Awardee’s participation in the Plan or Awardee’s acquisition of shares of
Common Stock that cannot be satisfied by the means previously described.  The Company may refuse to deliver the shares
of Common Stock if Awardee fails to comply with Awardee’s obligations in
connection with the Tax-Related Items as described in this section.


 


Section 8.              Adjustment.  The
number of shares of Common Stock subject to this Stock Award and the price per
share, if any, of such shares may be adjusted by the Company from time to time
pursuant to the Plan.


 


Section 9.              Nature
of the Award.  By accepting this Stock Award, Awardee
acknowledges that:


 


(1)           the Plan is established voluntarily by the Company, it is
discretionary in nature and it may be modified, amended, suspended or
terminated by the Company at any time, unless otherwise provided in the Plan
and this Award Agreement;


 


(2)           the grant of the Stock Award is voluntary and occasional
and does not create any contractual or other right to receive future grants of
Stock Award, or benefits in lieu of Stock Awards, even if Stock Awards have
been granted repeatedly in the past;


 


(3)           all decisions with respect to future Stock Award grants,
if any, will be at the sole discretion of the Company;


 


(4)           participation in the Plan shall not create a right to
further employment with the Employer and shall not interfere with the ability
of the Employer to terminate Awardee’s employment relationship at any time;


 


(5)           participating in the Plan is voluntary;


 


(6)           the Stock Award is an extraordinary item that does not
constitute compensation of any kind for services of any kind rendered to the
Company or the Employer, and which is outside the scope of Awardee’s employment
contract, if any;


 


(7)           the Stock Award is not part of normal or expected
compensation or salary for any purposes, including, but not limited to,
calculating any severance, resignation, termination, redundancy, end of service
payments, bonuses, long-service awards, pension or retirement benefits or
similar payments and in no event should be considered as compensation for, or
relating in any way to, past services to the Company or the Employer;


 


(8)           in the event Awardee is not an employee of the Company,
the Stock Award will not be interpreted to form an employment contract or
relationship with the Company; and furthermore, the Stock Award will not be
interpreted to form an employment contract with the Employer or any subsidiary
or affiliate of the Company;


 


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(9)           the future value of the underlying shares of Common Stock
is unknown and cannot be predicted with certainty;


 


(10)         if Awardee accepts the Stock Award and obtains shares of
Common Stock, the value of those shares of Common Stock acquired may increase
or decrease in value;


 


(11)         in consideration of the grant of the Stock Award, no claim
or entitlement to compensation or damages shall arise from termination of the
Stock Award or diminution in value of the Stock Award or shares of Common Stock
acquired under the Stock Award resulting from termination of Awardee’s
employment by the Company or the Employer and Awardee irrevocably releases the
Company  and the Employer from any
such claim that may arise;


 


(12)         by accepting the grant of this Stock Award, the Awardee and
the Company agree that this Stock Award is granted under and governed by the
terms and conditions of the Plan and this Award Agreement, and the Awardee
acknowledges that he or she agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions relating
to the Plan and Award Agreement; and


 


(13)         the Awardee acknowledges that this Award Agreement is
between the Awardee and the Company, and that the Awardee’s local employer is
not a party to this Award Agreement.


 


Section 10.  Data
Privacy.  The Awardee
explicitly and unambiguously consents to the collection, use and transfer, in
electronic or other form, of the Awardee’s personal data as described in this
document by and among, as applicable, the Company, the Employer and the
External Administrator for the exclusive purpose of implementing, administering
and managing Awardee’s participation in the Plan.


 


Awardee
hereby understands that the Company and the Employer hold certain personal
information about the Awardee, including, but not limited to, Awardee’s name,
home address and telephone number, date of birth, or other identification
number, salary, nationality, job title, any shares of stock or directorships
held in the Company, details of all Stock Awards or any other entitlement to
shares of Common Stock awarded, canceled, exercised, vested, unvested or
outstanding in the Awardee’s favor, for the purpose of implementing,
administering and managing the Plan (“Data”). 
Awardee hereby understands that Data may be transferred to any third
parties (including the External Administrator) assisting in the implementation,
administration and management of the Plan, that these recipients may be located
in Awardee’s country or elsewhere, such as outside the European Economic Area and
that the recipient’s country may have different data privacy laws and
protections than Awardee’s country.  All
such transfers of Data will be in accordance with the Company’s Privacy Policies
and Guidelines.  Awardee hereby
understands that Awardee may request a list with the names and addresses of any
potential recipients of the Data by contacting Awardee’s local human resources
representative.  Awardee authorizes the
recipients to receive, possess, use, retain and transfer the 


 


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Data,
in electronic or other form, for the purposes of implementing, administering
and managing the Awardee’s participation in the Plan, including any requisite
transfer of such Data as may be required to a broker or other third party with
whom Awardee may elect to deposit any Common Stock acquired upon vesting of the
Stock Award.  Awardee hereby understands
that Awardee may, at any time, view Data, request additional information about
the storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting
in writing Awardee’s local human resources representative.  Awardee hereby understands, however, that
refusing or withdrawing the Awardee’s consent may affect the Awardee’s ability
to participate in the Plan.  For more
information on the consequences of Awardee’s refusal to consent or withdrawal
of consent, Awardee understands that he or she may contact his or her human
resources representative responsible for Awardee’s country at the local or
regional level.


 


Section 11.            No Rights Until Issuance. 
Awardee shall have no rights hereunder as a shareholder with respect to
any shares subject to this Stock Award until the date that shares of Common
Stock are issued to the Awardee.  The
Committee in its sole discretion may substitute a cash payment in lieu of
shares of Common Stock, such cash payment to be equal to the Fair Market Value
of the Shares on the date that such Shares would have otherwise been issued
under the terms of the LTPP.


 


Section 12.            Administrative
Procedures.  Awardee agrees to follow the administrative
procedures that may be established by the Company and/or its designated broker
for participation in the Plan which may include a requirement that the shares
issued upon vesting be held by the Company’s designated broker until the
Awardee disposes of such shares.  Awardee
further agrees that the Company may determine the actual method of withholding
for Tax-Related Items as described in Section 7 above.  The method for acceptance of this Award will
vary in accordance with local law. 
Depending upon the country in which the Awardee works, he or she will
either have to use the electronic process set forth on the External Administrator’s
website and/or sign a hard-copy of the Award Agreement and then return it to
the Agilent Shareholder Records Department.


 


Section 13.            Governing
Law and Venue.  This Award Agreement shall be governed by and
construed according to the laws of the State of Delaware without regard to its
principles of conflicts of laws as provided in the Plan.  Any proceeding arising out of or relating to
this Award Agreement or the Plan may be brought only in the state or federal
courts located in the Northern District of California where this grant is made and/or
to be performed, and the parties to this Award Agreement consent to the
exclusive jurisdiction of such courts.


 


Section 14.            Amendment.  This
Stock Award may be amended as provided in the Plan and the LTPP.


 


Section 15.            Language.  If
the Awardee has received this or any other document related to the Plan
translated into a language other than English and if the translated version is
different than the English version, the English version will control.


 


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Section 16.            Electronic
Delivery.  The Company may, in its sole discretion,
decide to deliver any documents related to the Stock Award granted under (and
participation in) the Plan or future awards that may be granted under the Plan
by electronic means or to request the Awardee’s consent to participate in the
Plan by electronic means.  The Awardee
hereby consents to receive such documents by electronic delivery and, if
requested, to agree to participate in the Plan through an on-line or electronic
system established and maintained by the Company or another third party
designated by the Company.


 


Section 17.            Severability.  The
provisions of this Award Agreement are severable and if any one or more
provisions are determined to be illegal or otherwise unenforceable, in whole or
in part, the remaining provisions shall nevertheless be binding and
enforceable.


 


Section 18.            Section 409A of the
Code.


 


(a)           This Stock Award shall be
administered, interpreted, and construed in a manner that does not result in
the imposition on the Awardee of any additional tax, penalty, or interest under
Section 409A of the Code.  The
preceding provision, however, shall not be construed as a guarantee any
particular tax effect and the Company shall not be liable to the Awardee any
payment made under this Stock Award that is determined to result in an
additional tax, penalty, or interest under Section 409A of the Code, nor
for reporting in good faith any payment made under any Award as an amount
includible in gross income under Section 409A of the Code.


 


(b)           “Termination of employment,” “resignation,”
or words of similar import, as used in this Stock Award means for purposes of
payments under this Award that are payments of deferred compensation subject to
Section 409A of the Code, the Awardee’s “separation from service” as
defined in Section 409A of the Code. To the extent any payment or
settlement is a payment of deferred compensation subject to Section 409A
of the Code, the payment date for purposes of Section 409A shall be the
calendar year following the year in which the Performance Period ends.


 


(c)           To the extent any payment or
settlement that is a payment of deferred compensation subject to Section 409A
of the Code is contingent upon a “change in control,” such payment or
settlement shall only occur if the event giving rise to the change in control
would also constitute a change in ownership or effective control of the
Company, or a change in the ownership of a substantial portion of the assets of
the Company, within the meaning of Section 409A of the Code.  The vesting of any Award shall not be
affected by the preceding sentence.


 


(d)           If a payment obligation under this
Stock Award arises on account of the Awardee’s separation from service while
the Awardee is a “specified employee” (as defined in Section 409A of the
Code), any payment of “deferred compensation” (as defined under Treasury
Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions
in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is
scheduled to be paid within six (6) months after such separation from
service shall accrue without interest and shall be paid within 15 days after 


 


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the end of the six-month period beginning on the date
of such separation from service or, if earlier, within 15 days after his or her
death.


 


Section 19.            Entire Agreement.  The Plan is incorporated herein by
reference.  The Plan, the LTPP and this
Award Agreement constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Awardee with respect to the
subject matter hereof, and may not be modified adversely to the Awardee’s
interest except by means of a writing signed by the Company and the Awardee.


 


	
   

  	
  AGILENT TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  D.
  Craig Nordlund

  
	
   

  	
  Senior
  Vice President, General Counsel and Secretary

  



 


Accepted
and agreed as to the foregoing:


 


	
  AWARDEE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Print
  Name

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date
  Employee Number

  	
   

  



 


 


As
of December 2007, a hard-copy signature is required in the following
countries:


 


Brazil,
Germany, India, Israel, Italy, Japan, Malaysia, the Netherlands, Singapore,
Spain, and Switzerland. France and the United Kingdom must use country-specific
award agreements.


 


Please
fax all pages to Shareholder Records, fax number: (408) 345-8237


 


PRINT AND KEEP A COPY FOR YOUR RECORDS


 


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