Exhibit 10.3


 


AGILENT TECHNOLOGIES, INC.


 


2009 Stock Plan


Stock Award Agreement (“Award Agreement”)


For Standard Awards Granted to Employees


 


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 Stock Award is an unfunded and
unsecured promise by the Company to deliver shares in the future.  Capitalized terms used and not otherwise
defined herein are used with the same meanings as in the Plan.


 


Section 2.              Vesting
Period.  So long as Awardee remains an Awardee
Eligible to Vest, the Stock Award shall vest as to 25% of the shares beginning
on the first anniversary of the date of grant stated in Section 1 above
and another 25% on each subsequent anniversary of the date of grant so that the
Stock Award is fully vested on the fourth anniversary of the date of grant.


 


Section 3.              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 4.              Termination
of Employment or Service.


 


(a)           Any unvested Stock Award shall be
forfeited immediately when the Awardee ceases to be an Awardee Eligible to
Vest, unless the Awardee ceases to be an Awardee Eligible to Vest due to Awardee’s
death, total and permanent disability, retirement or participation in the
Company’s Workforce Management Program.  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)           Notwithstanding any provision in the
Plan to the contrary, if an Awardee dies while an Employee, the Stock Award
shall immediately vest in full.  The
vested portion of the Stock Award shall be delivered to the executor or
administrator of the Awardee’s 


 

















 


estate or, if none, by
the person(s) entitled to receive the vested Stock Award under the Awardee’s
will or the laws of descent or distribution.


 


(c)           Notwithstanding any provision in the
Plan to the contrary, if an Awardee terminates employment due to total and
permanent disability, due to retirement in accordance with the Company’s local
retirement policy or due to participation in the Company’s Workforce Management
Program, the Stock Award shall vest in full.


 


(d)           In the event of a Change of Control
of the Company (as defined in Section 18(c) of the Plan or any
successor), the Stock Award shall vest in full immediately prior to the closing
of the transaction.  The foregoing shall
not apply where the Stock Award is assumed, converted or replaced in full by
the successor corporation or a parent or subsidiary of the successor; provided,
however, that in the event of a Change of Control in which one or more of the
successor or a parent or subsidiary of the successor has issued publicly traded
equity securities, the assumption, conversion, replacement or continuation
shall be made by an entity with publicly traded securities and shall provide
that the holders of such assumed, converted, replaced or continued Stock Awards
shall be able to acquire such publicly traded securities.


 


Section 5.              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 6.              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
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 


 


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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 7.              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 8.              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;


 


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


 


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(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; if, notwithstanding the foregoing, any such claim is
found by a court of competent jurisdiction to have arisen, then, by signing
this Award Agreement, Awardee shall be deemed irrevocably to have waived Awardee’s
entitlement to pursue such claim;


 


(12)         by accepting the grant of this Stock Award through the
methods described in Section 18 below, 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 Company and/or the External 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 9.              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, social insurance 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 Data, in electronic or other form, for
the purposes of implementing, administering and managing the Awardee’s
participation in the 


 


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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 10.            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 Plan.


 


Section 11.            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 6 above.


 


Section 12.            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 13.            Amendment.  This
Stock Award may be amended as provided in the Plan.


 


Section 14.            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.


 


Section 15.            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.


 


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Section 16.            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 17.            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.


 


(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 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 18.            Entire Agreement.  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 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.


 


Section 19.            Acceptance
and Rejection.  This Award
Agreement is one of the documents governing this Stock Award, which the Awardee
may accept or reject online through the External Administrator’s website.  If the Awardee has not rejected this Stock
Award by the time of the first vesting event, the Awardee will be deemed to
have accepted this Stock Award, 


 


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and the shares of Common Stock vested pursuant to
the Stock Award will be issued and taxed accordingly.


 


Section 20.            Plan
Document Acknowledgment.  The Awardee further
acknowledges that he or she has read and specifically and expressly approves
the following sections of the Award Agreement: Nontransferability of Stock
Award; Restrictions on Issuance of Shares of Common Stock; Responsibility for
Taxes; Nature of the Award; Data Privacy; No Rights Until Issuance; Governing
Law and Venue; Language; Electronic Delivery and Entire Agreement.


 


 


	
   

  	
  AGILENT TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  D. Craig Nordlund

  
	
   

  	
  Senior
  Vice President, General Counsel and Secretary

  



 


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