Exhibit 10.5


 


AGILENT TECHNOLOGIES, INC.


2009 STOCK PLAN


NON-EMPLOYEE DIRECTOR STOCK OPTION AWARD AGREEMENT


 


THIS
AGREEMENT, dated  as of the date of grant (the “Grant Date”) indicated in your account
maintained by the company providing administrative services in connection with
the Plan (as defined below) (the “External Administrator”), between Agilent
Technologies, Inc., a Delaware corporation (the “Company”), and you as an
individual who has been granted a stock option pursuant to the Agilent
Technologies, Inc. 2009 Stock Plan (the “Awardee”) is entered into as
follows:


 


WITNESSETH:


 


WHEREAS,
the Company has established the Agilent Technologies, Inc. 2009 Stock
Plan, (the “Plan”), and a description of the terms and conditions of the Plan
is set forth in the U.S. Plan prospectus (the “Prospectus”).  A copy of each of the Plan document and Prospectus
is available on your External Administrator website and will also be made
available upon request; and


 


WHEREAS,
the Compensation Committee of the Board of Directors of the Company (the “Committee”)
or its authorized delegate(s) determined that the Awardee shall be granted
an option under the Plan as hereinafter set forth;


 


NOW
THEREFORE, the parties hereby agree that the Company grants the Awardee an
option (“Option”) subject to the terms and conditions set forth herein and in
the Plan to purchase the number of shares of the Company’s $0.01 par value
voting Common Stock indicated in the Awardee’s External Administrator account,
or if this Agreement is delivered in hardcopy, is set forth here:  Grant Date             ;
Option price $              ;
Number of shares               .


 


1.                    Governing Document.  This
Option is granted under and pursuant to the Plan and is subject to each and all
of the provisions thereof.  In the event
of a conflict between the terms and conditions of the Plan and the terms and
conditions of this Award Agreement, the terms and conditions of the Plan shall
prevail.  Capitalized terms used and not
otherwise defined herein are used with the same meanings as in the Plan.


 


2.                    Option Price.  The
Option price shall be  equal to the Fair Market Value (as defined in
the Plan document) of the underlying shares on the Grant Date, unless otherwise
required by law.  The Option price for
this grant is indicated in the Awardee’s External Administrator account.


 


3.                    Transferability of Option. 
This Option may only be transferable or assignable by will or the laws
of descent and distribution or (A) in
the case of a transfer without the payment of any consideration, to any “family
member” as such term is defined in Section 1(a)(5) of the General
Instructions to Form S-8 under the Securities Act of 1933, as such may be
amended from time to time, and (B) in any transfer described in clause (ii) of
Section 1(a)(5) of the General Instructions to Form S-8 under
the 1933 Act as amended from time to time, provided that following any such
transfer or assignment the Option will remain subject to substantially the same
terms applicable to the Option while held by the Awardee to whom it was
granted, as modified as the Committee or Board shall determine appropriate, and
as a condition to such transfer the transferee shall execute an agreement
agreeing to be bound by such terms.


 

















 


4.                    Vesting.  Subject
to accelerated vesting upon the occurrence of certain events as set forth in
the Plan, this Option will vest in whole or in part, in accordance with the
following vesting schedule:  This option
is exercisable in four 25% increments with the first vesting date on the date
of the annual shareholders meeting following the Grant Date, provided that the
Director continues as a member of the Board. The second, third and fourth
vesting dates shall be the dates six months, nine months and one year,
respectively, following the Grant Date, provided the Director continues as a
member of the Board of Directors of the Company on the vesting date.


 


5.                    Term of the Option.  This
Option will expire ten (10) years from the Grant Date, unless sooner
terminated, forfeited, or canceled in accordance with the provisions of the
Plan.


 


This
means that the Option must be exercised, if at all, on or before the expiration
date.  This expiration date is indicated
in the Awardee’s External Administrator account.  The Awardee is responsible for keeping track
of this date and will not receive any prior notification of the expiration date
from the Company.  All rights of the
Awardee in this Option, to the extent that it has not been exercised, shall
terminate effective upon the removal of the Director from the Agilent Board of
Directors for Cause (as defined under Delaware law).


 


6.                    Exercise of the Option. 
Options may be exercised in any manner permitted by the External
Administrator, and will be subject to such administrator’s fees and
procedures.  The Company reserves the
right to limit availability of certain methods of exercise as it deems
necessary, including those limitations set forth in any Appendix to this Award Agreement.


 


7.                    Death of Awardee. 
All rights of the Awardee in this Option, to the extent that it has not
been exercised, shall terminate upon the death of the Awardee, except as
hereinafter provided.  The Awardee may,
by written notice to the company, designate one or more persons, including his
or her legal representative, who shall by reason of the Awardee’s death acquire
the right to exercise all or a portion of the Awardee’s Option.  The person so designated must exercise the
Option within the term of the Option as set forth in the Plan.  The person designated to exercise the Option
after the Awardee’s death shall be bound by the provisions of the Plan.


 


8.                    Restrictions on
Sale of Shares of Common Stock.  The Company shall not be obligated to issue any
shares of Common Stock pursuant to this Option unless the shares of Common
Stock 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.


 


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


 


Prior to the relevant taxable event, the
Awardee shall pay or make adequate arrangements satisfactory to the Company to
satisfy all Tax-Related Items withholding obligations of the Company.  In this regard, the Awardee authorizes the
Company, at its sole discretion to satisfy the obligations with regard to all
applicable Tax-Related Items legally payable by one or a combination of the
following: (1) withholding from the Awardee’s wages or other cash
compensation paid to the Awardee by the Company; (2) withholding from
proceeds of the sale of 


 


2

















 


shares of Common Stock acquired upon
exercise of the Option; (3) arranging for the sale of shares of Common
Stock acquired upon exercise of the Option (on the Awardee’s behalf and at the
Awardee’s discretion pursuant to this authorization); or (4) withholding
in shares of Common Stock, provided that the Company only withholds the amount
of shares of Common Stock necessary to satisfy the minimum withholding
amount.  If the obligation for the
Awardee’s Tax-Related Items is satisfied by withholding a number of shares of
Common Stock as described herein, the Awardee is deemed to have been issued the
full number of shares of Common Stock subject to the Option, notwithstanding
that a number of the shares of Common Stock are held back solely for the
purpose of paying the Tax-Related Items due as a result of any aspect of this
Option.


 


Finally, the Awardee will pay to the
Company any amount of Tax-Related Items that the Company may be required to
withhold as a result of the Awardee’s participation in the Plan or the Awardee’s
purchase of shares of Common Stock that cannot be satisfied by the means
previously described.  The Company may
refuse to honor the exercise and refuse to deliver the shares of Common Stock if
the Awardee fails to comply with his or her obligations in connection with the
Tax-Related Items as described in this section.


 


10.              Adjustment. 
The number of shares of Common Stock subject to this Option and the
Option price of such shares may be adjusted by the Company from time to time
pursuant to the Plan.


 


11.              Nature of the Option.  By
accepting the grant of this Option, the Awardee acknowledges and agrees that:


 


(i)         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;


 


(ii)        the grant of an option is a one-time
benefit which does not create any contractual or other right to receive future
grants of options, or benefits in lieu of options, even if options have been
granted repeatedly in the past;


 


(iii)       all determinations with respect to any
future option grants, including, but not limited to, the times when options
shall be granted, the maximum number of shares subject to each option and the
option price, will be at the sole discretion of the Company;


 


(iv)       participating in the Plan is voluntary;


 


(v)        in the event the Awardee is not an
employee of the Company, the Option will not be interpreted to form an
employment contract or relationship with the Company, the Employer or any
Subsidiary or Affiliate;


 


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


 


(vii)      if the underlying shares of Common Stock
do not increase in value, the Option will have no value;


 


(viii)     if the Awardee exercises the Option and
acquires shares of Common Stock, the value of those shares of Common Stock acquired
may increase or decrease in value, even below the Option price;


 


(ix)       the vesting of any Option ceases upon
termination of Director statues with the Company, or other cessation of
eligibility to vest for any reason, except as may otherwise be explicitly
provided in the Plan document or this Award Agreement;


 


3

















 


(x)        the Company is not providing any tax,
legal or financial advice, nor is the Company making any recommendations
regarding the Awardee’s participation in the Plan, the exercise of the Option
or the purchase or sale of shares of Common Stock under the Plan;


 


(xi)       the Awardee is advised to consult with
personal tax, legal and financial advisors regarding participation in the Plan
before taking any action related to the Plan.


 


12.            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 and the External Administrator  for the exclusive purpose of implementing,
administering and managing the Awardee’s participation in the Plan.


 


The Awardee hereby understands that the Company and hold
certain personal information about the Awardee, including, but not limited to,
the Awardee’s name, home address and telephone number, date of birth, social
security number or other identification number, salary, nationality, job title,
any shares of stock or directorships held in the Company, details of all
Options 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”).  The 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 the 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 the Awardee’s country.  All such transfers of Data will be in
accordance with the Company’s Privacy Policies and Guidelines.  The Awardee hereby understands that the
Awardee may request a list with the names and addresses of any potential
recipients of the Data by contacting the Awardee’s local human resources
representative.  The Awardee authorizes
the recipients to receive, possess, use, retain and transfer the 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 the Awardee may elect to deposit any Common Stock acquired upon exercise
of the Option.  The Awardee hereby
understands 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 the Awardee’s refusal to
consent or withdrawal of consent, the Awardee understands that he or she may
contact his or her human resources representative responsible for the Awardee’s
country at the local or regional level.


 


13.              No Rights Until
Issuance.  The Awardee
shall have no rights hereunder as a shareholder with respect to any shares
subject to this Option until the date that shares of Common Stock are issued to
the Awardee upon exercise of the Option.


 


14.              Administrative Procedures.  The Awardee agrees to follow
the administrative procedures that may be established by the Company and/or the
External Administrator for participation in the Plan which may include a
requirement that the shares issued upon vesting be held by the External
Administrator until the Awardee disposes of such shares.  The Awardee further agrees that the Company
may determine the actual method of withholding for Tax-Related Items as
described in Section 9 above.


 


15.              Entire Agreement; Amendment.  The
Plan is incorporated herein by reference. 
The Plan and this Award Agreement constitute the entire agreement of the
parties with respect to the subject matter 


 


4

















 


hereof
and supersede in their entirety all prior undertakings and agreements of the Company
and the 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.  Otherwise,
this Option may be amended as provided in the Plan.


 


16.              Governing Law and Venue.  This
Award Agreement is governed by and construed according to the internal
substantive laws, but not the choice of law rules, of the State of Delaware 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.


 


17.              Binding Agreement; Interpretation.  By
accepting the grant of this Option evidenced hereby, the Awardee and the
Company agree that this Option is granted under and governed by the terms and
conditions of the Plan and this Award Agreement.  The Awardee has reviewed the Prospectus and
this Award Agreement in their entirety, has had an opportunity to obtain the
advice of counsel prior to accepting the Option and fully understands all
provisions of the Prospectus and Award Agreement.  The Awardee 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.


 


18.              Language.  The
Awardee acknowledges that he or she may be executing part or all of the Award
Agreement in English and agrees to be bound accordingly.  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.


 


19.              Electronic Delivery.  The
Company may, in its sole discretion, decide to deliver any documents related to
the Option 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.


 


20.              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.


 


21.              Acceptance and Rejection.  This Award Agreement is one of the documents
governing this Option, which the Awardee may accept or reject online through
the External Administrator’s website. 
The Awardee may also accept this Option by signing a hard copy of the
Award Agreement and returning it to the Company’s Shareholder Records
department, fax number (408) 345-8237.


 


	
   

  	
  AGILENT TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  D. Craig Nordland

  
	
   

  	
   

  	
  Senior Vice President,
  General Counsel and Secretary

  



 


5

















 


Accepted
By:                                                                                ,
Director Awardee


 


	
  Print
  Name:

  	
   

  	
   

  



 


 


The
Director hereby designates the following person(s) as the one(s) who
may exercise this Option after his or her death as provided above:


 


 


	
  Name:

  	
   

  	
   

  	
  Relationship:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Relationship:

  	
   

  



 


 


The Director may change
the above designation at his or her pleasure by filing with the Secretary of
the Company a written notice of change.


 


PLEASE PRINT AND KEEP A COPY FOR YOUR RECORDS


 


6