Exhibit 10.2


 


AGILENT TECHNOLOGIES, INC.


2009 STOCK PLAN


STOCK OPTION AWARD AGREEMENT FOR NON-U.S.
EMPLOYEES


 


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 the Prospectus is available at
http://stockoptions.corporate.agilent.com and also on your External
Administrator website.  A copy of the
Plan document can be viewed at http://stockoptions.corporate.agilent.com  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”) 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 subject to the terms and conditions set forth herein and in the Plan.


 


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 local law as noted on the Appendix. The Option price for this grant
is indicated in the Awardee’s External Administrator account.


 


3.                    Non-Transferability
of Option.  This Option
is not transferable by the
Awardee except by will or the laws of descent and distribution. During the
Awardee’s lifetime, only the Awardee can exercise this Option.  This Option may not be transferred, assigned,
pledged or hypothecated by the Awardee during his or her lifetime, whether by
operation of law or otherwise, and is not subject to execution, attachment or
similar process.


 


4.                    Vesting.  So long
as the Awardee retains status as an Awardee Eligible to Vest as such term is
defined in the Plan, this Option will vest in whole or in part, in accordance
with the following vesting schedule: 25% per
year for 4 years.


 

















 


An Awardee
loses status as an Awardee Eligible to Vest when certain events occur,
including but not limited to, termination of employment with the Company or
transfer of employment from the Company. 
If an individual ceases to be an Awardee Eligible to Vest, other than as
a result of circumstances described in Sections 4(a), (b) and (c) below,
the Awardee’s unvested Option shall terminate immediately.  If, for any reason, the Awardee does not
exercise his or her vested Option within the appropriate exercise period set
forth in Section 7 below, the Option shall automatically terminate, and
the underlying shares covered by such Option shall revert to the Plan.


 


(a) Disability
or Retirement of Awardee.  If the
Awardee ceases to be an Awardee Eligible to Vest as a result of the Awardee’s
total and permanent disability or retirement due to age, in accordance with the
Company’s or its Subsidiary’s retirement policy, all unvested Options shall
immediately vest.


 


(b) Death of Awardee.  If the Awardee dies while an Employee, all
unvested Options shall immediately vest.


 


(c) Voluntary Severance Incentive Program. 
If the Awardee ceases to be an Awardee Eligible to Vest as a result of
participation in the Company’s or its Subsidiary’s voluntary severance
incentive program approved by the Board or Executive Committee, any unvested
Option and/or SAR shall immediately vest.


 


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.


 


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 the Appendix to this Award
Agreement.


 


7.                    Termination of Employment. 
Any unvested portion of the Option shall be terminated 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 the 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 the 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.


 


All rights of the Awardee in this Option,
to the extent that it has vested but has not been exercised, shall terminate on
the earlier of the expiration date or three (3) months after the Awardee
loses status as an Awardee Eligible to Vest, except where the Awardee loses
such status because of death, retirement or permanent and total disability. In
the event of the Awardee’s death, his or her legal representative or designated
beneficiary shall have the right to exercise the Awardee’s right under this
Option.  The representative or designee
must exercise the Option before the earlier of the expiration date or one (1) year
after the death of the Awardee, and shall be bound by the 


 


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provisions of the Plan.  In case of retirement or permanent and total
disability, the Awardee retains rights in this Option until the earlier of the
expiration date or three (3) years from the date thereof.


 


Notwithstanding any provision in the Plan
to the contrary, if an Awardee terminates employment due to death, 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 Option shall vest in full.


 


In the event of a Change of Control of
the Company (as defined in Section 18(c) of the Plan or any
successor), the Option shall vest in full immediately prior to the closing of
the transaction.  The foregoing shall not
apply where the Option 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 options
shall be able to acquire such publicly traded securities.


 


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 or the 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”), 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
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
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
and/or the Employer to satisfy all Tax-Related Items withholding obligations of
the Company and/or the Employer.  In this
regard, the Awardee authorizes the Company and/or the Employer, at their 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 and/or the Employer; (2) withholding from proceeds of the sale of
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.


 


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Finally, the Awardee will 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 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)                   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 the Awardee’s employment
relationship at any time;


 


(v)                      participating in the Plan is voluntary;


 


(vi)                   the Option 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 the Awardee’s
employment contract, if any;


 


(vii)                the Option and the shares of Common Stock
acquired under the Plan are 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 welfare 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;


 


(viii)             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;


 


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


 


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


 


(xi)                     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;


 


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


 


(xiii)               the vesting of any Option ceases upon
termination of employment with the Company or transfer of employment from 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;


 


(xiv)              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;


 


(xv)                 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; and


 


(xvi)              the Awardee acknowledges that this Award
Agreement is between the Awardee and the Company, and that the Employer is not
a party to this Award Agreement.


 


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, the Employer 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 the
Employer 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 the 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 the Awardee’s local
human resources representative.  The
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
the 


 


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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 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.


 


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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 must accept or reject online through
the External Administrator’s website.  In
certain countries, the Awardee must also sign and return an executed Award
Agreement to the Company’s Shareholder Records department, in addition to the
online acceptance.


 


22.              Appendix. 
Notwithstanding any provision herein, the Awardee’s participation in the
Plan shall be subject to any special terms and conditions as set forth in the
Appendix for the Awardee’s country of residence, if any.  The Appendix constitutes part of this Award
Agreement.


 


	
   

  	
  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 and must be returned to Agilent’s Shareholder Records Department, fax
number (408) 345-8237:  Brazil, Germany,
India, Israel, Italy, Japan, Malaysia, Mexico, the Netherlands, Singapore,
Spain, and Switzerland.  France must use
a country-specific award agreement.


 


Please
fax all 5 pages of this Agreement (not the Appendix) to Shareholder
Records, fax number: (408) 345-8237.


 


PRINT AND KEEP A COPY FOR YOUR RECORDS


 


THE ATTACHED APPENDIX IS A PART OF THIS
AGREEMENT


 


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APPENDIX


 


ADDITIONAL TERMS AND CONDITIONS
OF THE


AGILENT TECHNOLOGIES, INC. 2009
STOCK PLAN


STOCK OPTION AWARD AGREEMENT


FOR NON U.S.-EMPLOYEES


 


This
Appendix includes additional terms and conditions that govern the Option
granted to the Awardee under the Plan if the Awardee resides in one of the
countries listed herein.  Certain
capitalized terms used but not defined in this Appendix have the meanings set
forth in the Plan and/or the Award Agreement.


 


This
Appendix also includes information regarding exchange controls and certain
other issues of which the Awardee should be aware with respect to the Awardee’s
participation in the Plan.  The
information is based on the securities, exchange control and other laws in
effect in the respective countries as of November 2007.  Such laws are often complex and change
frequently.  As a result, the Company
strongly recommends that the Awardee not rely on the information in this
Appendix as the only source of information relating to the consequences of the
Awardee’s participation in the Plan because the information may be out of date
at the time that the Awardee exercises the Option or sell shares of Common
Stock acquired under the Plan.


 


In
addition, the information contained herein is general in nature and may not
apply to the Awardee’s particular situation, and the Company is not in a
position to assure the Awardee of a particular result.  Accordingly, the Awardee is advised to seek
appropriate professional advice as to how the relevant laws in the Awardee’s
country may apply to his or her situation.


 


Finally,
if the Awardee is a citizen or resident of a country other than the one in
which the Awardee is currently working, the information contained herein may
not be applicable to the Awardee.


 


BELGIUM


 


Hard Copy Signature Required.  The Awardee acknowledges that he or she must
sign and return this Award Agreement in order to accept the Option.


 


Vesting. 
Notwithstanding the vesting schedule set forth in the Award Agreement,
the Option will vest in whole or in part in accordance with the following
schedule:  25% per year for 4 years.


 


Tax Considerations. 
A copy of the Grant Notification, Acceptance Form and Belgian Tax
Undertaking Agreement in addition to this Award Agreement are available at
http://stockoptions.corporate.agilent.com. 
The Awardee should consult his or her personal tax advisor with respect
to completing the additional forms.  The
Awardee acknowledges that he or she must sign and return this Award Agreement
and the additional forms in order for such documents to be effective. 


 


The Awardee may choose to accept the Option
within 60 days of the date of the offer or after 60 days of the date of the
offer.  This choice will affect the tax
treatment of the offer as explained in the Belgian Grant documents.


 


The
Awardee is required to report any taxable income attributable to the Option on
his or her annual tax return.  In
addition, the Awardee is required to report any bank accounts opened and
maintained 


 


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outside
Belgium on his or her annual tax return.


 


BRAZIL


 


Hard Copy Signature Required.  The Awardee acknowledges that he or she must
sign and return this Award Agreement in order to accept the Option.


 


Exchange Control Information.  The Awardee is advised to consult his or her
personal legal advisor to determine the exchange control requirements
applicable to the Awardee’s particular circumstances.  It is solely the Awardee’s responsibility to
comply with these requirements.


 


CHINA


 


Cashless Exercise Restriction. 
Notwithstanding anything to the contrary in the Award Agreement or the
Prospectus, due to legal restrictions in China, the cash exercise method is not
available in China.  This Option may only
be exercised using the full cashless method such that all shares of Common
Stock subject to the exercised Option will be sold immediately upon exercise
and the proceeds of sale, less the Option price, any Tax-Related Items and any
broker’s fees or commissions, will be remitted to the Awardee in cash only in
accordance with any applicable exchange control laws and regulations and
following the procedures established by the External Administrator.  The Company reserves the right to provide the
Awardee with additional methods of exercise depending on the development of
local law.


 


Exchange Control Restriction.  The
Awardee understands and agrees that, due to exchange control laws in China, the
Awardee may be required to immediately repatriate the proceeds from the
cashless exercise to China.  The Awardee
further understands that such repatriation of the proceeds may need to be
effected through a special exchange control account established by the Company
or a Subsidiary or Affiliate and the Awardee hereby consents and agrees that
the proceeds from the cashless exercise may be transferred to such special
account prior to being delivered to the Awardee.


 


DENMARK


 


Additional Documents.  A copy of the Employer Statement has also been provided to the Awardee in
addition to this Award Agreement.


 


Exchange Control and Tax Information.  Awardee may hold shares of Common Stock acquired under the Plan in a
safety-deposit account (e.g., a
brokerage account) with either a Danish bank or with an approved foreign broker
or bank.  If the shares of Common Stock
are held with a foreign broker or bank, the Awardee is required to inform the
Danish Tax Administration about the safety-deposit account.  For this purpose, the Awardee must file a Form V
(Erklaering V) with the Danish Tax
Administration.  Both the Awardee and the
External Administrator or bank must sign the Form V.  By signing the Form V, the broker or
bank undertakes an obligation, without further request each year, to forward
information to the Danish Tax Administration concerning the shares in the
account.  By signing the Form V, the
Awardee authorizes the Danish Tax Administration to examine the account.


 


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In
addition, if the Awardee opens a brokerage account (or a deposit account with a
U.S. bank), the brokerage account (or bank account, as applicable) will be
treated as a deposit account because cash can be held in the account.  Therefore, the Awardee must also file a Form K
(Erklaering K) with the Danish Tax
Administration.  Both the Awardee and the
External Administrator must sign the Form K.  By signing the Form K, the External
Administrator undertakes an obligation, without further request each year, to
forward information to the Danish Tax Administration concerning the content of
the deposit account.  By signing the Form K,
the Awardee authorizes the Danish Tax Administration to examine the account.


 


If
the Awardee uses the cashless method of exercise, the Awardee is not required
to file a Form V because the Awardee will not hold any shares of Common
Stock.  However, if the Awardee opens a
deposit account with a foreign broker or bank to hold the cash proceeds, the
Awardee are required to file a Form K as described above.


 


FRANCE


 


See
the specific Agilent Award Agreement for France.


 


GERMANY


 


Hard Copy Signature Required.  The Awardee acknowledges that he or she must
sign and return this Award Agreement in order to accept the Option.


 


Exchange Control Information. 
Cross-border payments in excess of €12,500 must be reported monthly to
the German Federal Bank (“Deutsche Bundesbank”).  If the Awardee uses a German bank to transfer
a cross-border payment in excess of €12,500 in connection with the purchase or
sale of shares of Common Stock acquired under the Plan, the bank will make the
report for the Awardee.  In addition, the
Awardee must report any receivables or payables or debts in foreign currency
exceeding an amount of €5,000,000 on a monthly basis.


 


INDIA


 


Hard Copy Signature Required.  The Awardee acknowledges that he or she must
sign and return this Award Agreement in order to accept the Option.


 


Exercise Restriction. 
Notwithstanding anything to the contrary in the Award Agreement, due to
legal restrictions in India, the Awardee will not be permitted to pay the
Option price by the cashless sell-to-cover method of exercise such that a
certain number of shares of Common Stock subject to the exercised Option are
sold immediately upon exercise and the proceeds of the sale remitted to the
Company to cover the aggregate Option price, any Tax-Related Items and any
broker’s fees or commissions and following the procedures established by the
External Administrator.  The Company
reserves the right to provide the Awardee with this method of payment depending
on the development of local law.


 


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Fringe Benefit Tax.  By
accepting the grant of the Option and participating in the Plan, the Awardee
consents and agrees to assume any and all liability for fringe benefit tax that
may be payable by the Company and/or the Employer in connection with the
Option.  The Awardee further understands
that the grant of the Option and participation in the Plan is contingent upon
the Awardee’s agreement to assume liability for fringe benefit tax payable on
the Option.


 


Further,
by accepting the grant of the Option and participating in the Plan, the Awardee
agrees that the Company and/or the Employer may collect the fringe benefit tax
from the Awardee by any of the means set forth in the Responsibility for Taxes
section of the Award Agreement or any other reasonable method established by
the Company.  The Awardee also agrees to
execute any other consents or elections required to accomplish the foregoing,
promptly upon request by the Company.


 


Exchange Control Restriction.  The
Awardee understands that the Awardee must repatriate any proceeds from the sale
of shares of Common Stock acquired under the Plan and any dividends received in
relation to the shares of Common Stock to India and convert the proceeds into
local currency within 90 days of receipt. 
The Awardee must obtain a foreign inward remittance certificate (“FIRC”)
from the bank where the Awardee deposits the foreign currency and maintain the
FIRC as evidence of the repatriation of funds in the event the Reserve Bank of
India or the Employer requests proof of repatriation.


 


ISRAEL


 


Hard Copy Signature Required.  The Awardee acknowledges that he or she must
sign and return this Award Agreement in order to accept the Option.


 


Shares must be Held with the External
Administrator


 


The Company has designated a third-party to provide
administrative services in connection with the Plan (the “External
Administrator”).  Pursuant to its
authority under the Plan, the Company will require that the Awardee hold any
shares issued to Awardee in connection with the exercise of the Option with the
External Administrator until such time as the Awardee sells the shares.  Until the Awardee decides to sell the shares
issued to pursuant to the exercise of the Option, the Awardee cannot transfer
the shares to an account with another broker or request that shares
certificates be issued to the Awardee.


 


ITALY


 


Hard Copy Signature Required.  The
Awardee acknowledges that he or she must sign and return this Award Agreement
in order to accept the Option.


 


Cashless Exercise Restriction.  Notwithstanding anything to the contrary in
the Award Agreement or the Prospectus, due to legal restrictions in Italy, the
cash exercise method is not available in Italy. 
This Option may only be exercised using the full cashless method such
that all shares of Common Stock subject to the exercised Option will be sold
immediately upon exercise and the proceeds of sale, less the Option price, any
Tax-Related Items and any broker’s fees or commissions, will be remitted to the
Awardee in cash only in accordance with any applicable exchange control laws
and regulations and following the procedures established by the External
Administrator.  The Company reserves the
right 


 


11

















 


to
provide the Awardee with additional methods of exercise depending on the
development of local law.


 


Data Privacy.  This
provision supplements the Data Privacy section of the Award Agreement:


 


The Awardee hereby explicitly and unambiguously
consents to the collection, use, processing and transfer, in electronic or
other form, of the Awardee’s personal data as described in this section of this
Appendix by and among, as applicable, the Employer, the Company and any
Subsidiary or Affiliate for the exclusive purpose of implementing,
administering and managing the Awardee’s participation in the Plan.


 


The Awardee understands that the Employer, the
Company and any Subsidiary or Affiliate 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 insurance or other identification
number, salary, nationality, job title, any shares of Common Stock or
directorships held in the Company or any Subsidiary or Affiliate, 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 exclusive purpose of implementing, managing and administering the Plan
(“Data”).


 


The Awardee also understands that providing the
Company with Data is necessary for the performance of the Plan and that the
Awardee’s denial to provide such Data would make it impossible for the Company
to perform its contractual obligations and may affect the Awardee’s ability to
participate in the Plan.  The Controller
of personal data processing is Agilent Technologies, Inc., with registered
offices at 5301 Stevens Creek Boulevard, Santa Clara, California 95051, United
States of America, and, pursuant to Legislative Decree no. 196/2003, its representative
in Italy is Agilent Technologies Italia S.p.A,, with registered offices at
Centro Direzionale di Villa Fiorita , Via Piero Gobetti, 2/c , 20063 Cernusco
s/N, Milano  Italia.


 


The Awardee understands that Data will not be
publicized, but it may be transferred to banks, other financial institutions or
brokers involved in the management and administration of the Plan.  The Awardee further understands that the
Company and/or any Subsidiary or Affiliate will transfer Data among themselves
as necessary for the purpose of implementing, administering and managing the
Awardee’s participation in the Plan, and that the Company and/or any Subsidiary
or Affiliate may each further transfer Data to third parties assisting the
Company in the implementation, administration and management of the Plan,
including any requisite transfer of Data to a broker or other third party with
whom the Awardee may elect to deposit any shares of Common Stock acquired under
the Plan.  Such recipients may receive,
possess, use, retain and transfer Data in electronic or other form, for the
purposes of implementing, administering and managing the Awardee’s
participation in the Plan.  The Awardee
understands that these recipients may be located in or outside the European
Economic Area, such as in the United States or elsewhere.  Should the Company exercise its discretion in
suspending all necessary legal obligations connected with the management and
administration of the Plan, it will delete Data as soon as it has accomplished
all the necessary legal obligations connected with the management and
administration of the Plan.


 


The Awardee understands that Data processing
related to the purposes specified above shall take place under automated or
non-automated conditions, anonymously when possible, that comply with the
purposes for which Data is collected and with confidentiality and security
provisions as set forth by applicable laws and regulations, with specific
reference to Legislative Decree no. 196/2003.


 


12

















 


The processing activity, including communication,
the transfer of Data abroad, including outside of the European Economic Area,
as herein specified and pursuant to applicable laws and regulations, does not
require the Awardee’s consent thereto as the processing is necessary to
performance of contractual obligations related to implementation,
administration and management of the Plan. 
The Awardee understands that, pursuant to Section 7 of the
Legislative Decree no. 196/2003, the Awardee has the right to, including but
not limited to, access, delete, update, correct or stop, for legitimate reason,
the Data processing.  Furthermore, the
Awardee is aware that Data will not be used for direct marketing purposes.  In addition, Data provided can be reviewed
and questions or complaints can be addressed by contacting the Awardee’s human
resources representative in Italy.


 


Plan Document Acknowledgment.  In
accepting the grant of the Option, the Awardee acknowledges that he or she has
received a copy of the Plan and the Award Agreement and has reviewed the Plan
and the Award Agreement, including this Appendix, in their entirety and fully
understands and accepts all provisions of the Plan and the Award Agreement,
including this Appendix .


 


The
Awardee further acknowledges that he or she has read and specifically and
expressly approves the following sections of the Award Agreement:
Non-Transferability of Option, Nature of the Option; Responsibility for Taxes;
Entire Agreement; Amendment; Governing Law and Venue; Binding Agreement;
Interpretation; Language; Electronic Delivery and the Data Privacy section
included in this Appendix.


 


Exchange Control Information.  The
Awardee is required to report in his or her annual tax return:  (a) any transfers of cash or shares of
Common Stock to or from Italy exceeding €10,000 or the equivalent amount in
U.S. dollars; and (b) any foreign investments or investments (including
proceeds from the sale of shares of Common Stock acquired under the Plan) held
outside of Italy exceeding €10,000 or the equivalent amount in U.S. dollars, if
the investment may give rise to income in Italy.  The Awardee is exempt from the formalities in
(a) if the investments are made through an authorized broker resident in
Italy, as the broker will comply with the reporting obligation on the Awardee’s
behalf.


 


JAPAN


 


Hard Copy Signature Required.  The Awardee acknowledges that he or she must
sign and return this Award Agreement in order to accept the Option.


 


MALAYSIA


 


Hard Copy Signature Required.  The Awardee acknowledges that he or she must
sign and return this Award Agreement in order to accept the Option.


 


Director Notification Requirement.  If
the Awardee is a director of a Malaysian Subsidiary or Affiliate of the
Company, the Awardee is subject to certain notification requirements under the
Malaysian Companies Act, 1965.  Among
these requirements is an obligation to notify the Malaysian Subsidiary or
Affiliate in writing when the Awardee receives an interest (e.g., Options, shares of Common Stock) in the Company or any
related companies.  In addition, the
Awardee must notify the Malaysian Subsidiary or Affiliate when the Awardee
sells shares of Common Stock in the Company or any related company (including when
the Awardee sells shares of Common Stock acquired under the 


 


13

















 


Plan).  These notifications must be made within
fourteen days of acquiring or disposing of any interest in the Company or any
related company.


 


Exchange Control Information. 
The Awardee is
advised to consult his or her personal legal advisor to determine the exchange
control requirements applicable to the Awardee’s particular circumstances.  It is solely the Awardee’s responsibility to
comply with these requirements.


 


MEXICO


 


Hard Copy Signature Required.  The Awardee acknowledges that he or she must
sign and return this Award Agreement in order to accept the Option.


 


Labor
Law Policy and Acknowledgment.  In accepting the grant of the
Option, the Awardee expressly recognizes that Agilent Technologies, Inc.,
with registered offices at 5301 Stevens Creek Boulevard, Santa Clara,
California 95051, United States of America, is solely responsible for the
administration of the Plan and that the Awardee’s participation in the Plan and
acquisition of shares of Common Stock do not constitute an employment
relationship between the Awardee and Agilent Technologies, Inc. since the
Awardee is participating in the Plan on a wholly commercial basis and the
Awardee’s sole employer is Agilent Technologies Mexico, S. de R.L. de C.V., Blvd. Adolfo Lopez Mateos, No. 2009, 2nd
Floor Colonia Los Alpes, Delegacion Alvario Obregón, Mexico D.F. 01010 (“Agilent-Mexico”). 
Based on the foregoing, the Awardee expressly recognizes that the Plan
and the benefits that the Awardee may derive from participating in the Plan do
not establish any rights between the Awardee and the Employer, Agilent-Mexico,
and do not form part of the employment conditions and/or benefits provided by
Agilent-Mexico and any modification of the Plan or its termination shall not
constitute a change or impairment of the terms and conditions of the Awardee’s
employment.


 


The
Awardee further understands that his or her participation in the Plan is as a
result of a unilateral and discretionary decision of Agilent Technologies, Inc.;
therefore, Agilent Technologies, Inc. reserves the absolute right to amend
and/or discontinue the Awardee’s participation at any time without any
liability to the Awardee.


 


Finally,
the Awardee hereby declares that the Awardee does not reserve to himself or
herself any action or right to bring any claim against Agilent Technologies, Inc.
for any compensation or damages regarding any provision of the Plan or the
benefits derived under the Plan, and the Awardee therefore grants a full and
broad release to Agilent Technologies, Inc., its Affiliates, branches,
representation offices, its shareholders, officers, agents or legal
representatives with respect to any claim that may arise.


 


Reconocimiento de Ausencia de
Relación Laboral y Declaración de la Política.  Aceptando
la Opción, el Participante reconoce que Agilent
Technologies, Inc. y sus oficinas registradas en 5301 Stevens Creek
Boulevard, Santa Clara, California 95051, U.S.A., es el único responsable de
la administración del Plan y que la participación del Participante en el mismo
y la compra de Acciones no constituye de ninguna manera una relación laboral
entre el Participante y Agilent Technologies, Inc., toda vez que la participación del
Participante en el Plan deriva únicamente de una relación comercial con Agilent
Technologies, Inc., reconociendo
expresamente que el único empleador del Participante lo es  Agilent Technologies Mexico, S. de R.L. de C.V., Blvd.
Adolfo Lopez Mateos, No. 2009,
2nd Floor Colonia Los Alpes, Delegacion Alvario Obregón, Mexico D.F. 01010 (“Agilent-México”).  Derivado
de lo anterior, el Participante expresamente reconoce que el Plan y los
beneficios que pudieran derivar del mismo no 


 


14

















 


establecen ningún derecho
entre el Participante y su empleador,
Agilent-México, y no forman parte de las
condiciones laborales y/o prestaciones otorgadas por Agilent-México,
y expresamente el Participante reconoce que cualquier modificación al Plan o la
terminación del mismo de manera alguna podrá ser interpretada como una
modificación de los condiciones de trabajo del Participante.


 


Asimismo,
el Participante entiende que su participación
en el Plan es resultado de la decisión unilateral y discrecional de Agilent
Technologies, Inc., por lo tanto, Agilent
Technologies, Inc. se reserva el derecho
absoluto para modificar y/o terminar la participación del Participante en
cualquier momento, sin ninguna responsabilidad para el Participante.


 


Finalmente, el Participante
manifiesta que no se reserva ninguna acción o derecho que origine una demanda
en contra de Agilent Technologies, Inc.,
por cualquier compensación o daño en relación con cualquier disposición del
Plan o de los beneficios derivados del mismo, y en consecuencia el Participante
otorga un amplio y total finiquito a Agilent
Technologies, Inc., sus Entidades Relacionadas, afiliadas,
sucursales, oficinas de representación, sus accionistas, directores, agentes y
representantes legales con respecto a cualquier demanda que pudiera surgir.


 


NETHERLANDS


 


Hard Copy Signature Required.  The Awardee acknowledges that he or she must
sign and return this Award Agreement in order to accept the Option.


 


RUSSIA


 


Shares must be Held with the External
Administrator


 


The Company has designated a third-party to provide
administrative services in connection with the Plan (the “External
Administrator”).  Pursuant to its
authority under the Plan, the Company will require that the Awardee hold any
shares issued to Awardee in connection with the exercise of the Option with the
External Administrator until such time as the Awardee sells the shares.  Until the Awardee decides to sell the shares
issued to pursuant to the exercise of the Option, the Awardee cannot transfer
the shares to an account with another broker or request that shares
certificates be issued to the Awardee.


 


Exchange Control Information.  If the Awardee remits funds out of Russia to
purchase shares of Common Stock, the funds must be remitted from a foreign
currency account opened in the Awardee’s name at an authorized bank in
Russia.  This requirement does not apply
if the Awardee uses a cashless exercise such that some or all of the shares of
Common Stock subject to the exercised Option will be sold immediately upon
exercise and the proceeds of sale remitted to the Company to cover the
aggregate Option price, any Tax-Related Items and any broker’s fees or
commissions because in this case there is no remittance of funds out of Russia.


 


Regardless of what method of exercise the Awardee
uses to purchase the shares of Common Stock, the Awardee must repatriate to
Russia the proceeds from the sale of shares of Common Stock and any dividends
received in relation to the shares within a reasonably short time of receipt.  The sale 


 


15

















 


proceeds and dividends (if any) received must be
initially credited to the Awardee through a foreign currency account opened in
the Awardee’s name at an authorized bank in Russia.


 


The Awardee is not permitted to sell shares of
Common Stock directly to a Russian legal entity or resident.


 


Securities Law Information.  The Award Agreement, the Option, the Plan and
all other materials you may receive regarding participation in the Plan do not
constitute advertising or an offering of securities in Russia.  The issuance of shares of Common Stock under
the Plan has not and will not be registered in Russia and, therefore, the
shares of Common Stock described in any Plan documents may not be offered or
placed in public circulation in Russia.


 


In no event will shares of Stock acquired upon
exercise of the Option be delivered to you in Russia; all shares of Stock
acquired upon exercise of the Option will be maintained on your behalf outside
of Russia.


 


SINGAPORE


 


Hard Copy Signature Required.  The Awardee acknowledges that he or she must
sign and return this Award Agreement in order to accept the Option.


 


Securities Law Information.  The grant of the Option is being made on a
private basis and is, therefore, exempt from registration in Singapore.


 


Director Notification Requirement.  Directors of a Singapore Subsidiary or
Affiliate are subject to certain notification requirements under the Singapore
Companies Act.  Directors must notify the
Singapore Subsidiary or Affiliate in writing of an interest (e.g., Options,
shares of Common Stock, etc.) in the Company or any related companies within
two days of (i) its acquisition or disposal, (ii) any change in a
previously disclosed interest (e.g., when the shares of Common Stock are sold),
or (iii) becoming a director.


 


SPAIN


 


Hard Copy Signature Required.  The Awardee acknowledges that he or she must
sign and return this Award Agreement in order to accept the Option.


 


Labor Law Acknowledgement.  This provision supplements the Nature of the
Option section of the Award Agreement:


 


In accepting the Option, the Awardee acknowledges
that the Awardee consents to participation in the Plan and has received a copy
of the Plan.


 


The Awardee understands that the Company has
unilaterally, gratuitously and discretionally decided to grant Options under
the Plan to individuals who may be employees of the Company or its Related
Entities throughout the world.  The
decision is a limited decision that is entered into upon the express assumption
and condition that any grant will not bind the Company or any of its Related
Entities.  Consequently, the Awardee
understands that the Option is granted on the assumption and condition 


 


16

















 


that the Option and any shares of Common Stock
acquired upon exercise of the Option shall not become a part of any employment
contract (either with the Company or any of its Related Entities) and shall not
be considered a mandatory benefit, salary for any purposes (including severance
compensation) or any other right whatsoever. 
In addition, the Awardee understands that this grant would not be made
to the Awardee but for the assumptions and conditions referred to above; thus,
the Awardee acknowledges and freely accepts that should any or all of the
assumptions be mistaken or should any of the conditions not be met for any
reason, then any grant of or right to the Option shall be null and void.


 


Exchange Control Information.  The Awardee must declare the purchase of
shares of Common Stock to the Direccion
General de Política Comercial y de Inversiones Extranjeras (the “DGPCIE”)
of the Ministerio de Economia for
statistical purposes.  The Awardee must
also declare ownership of any shares of Common Stock with the Directorate of
Foreign Transactions each January while the shares of Common Stock are
owned.  In addition, if the Awardee
wishes to import the ownership title of shares of Common Stock (i.e., Share
certificates) into Spain, the Awardee must declare the importation of such securities
to the DGPCIE.


 


When receiving foreign currency payments derived
from the ownership of shares of Common Stock (i.e., dividends or sale
proceeds), the Awardee must inform the financial institution receiving the
payment of the basis upon which such payment is made.  The Awardee will need to provide the
institution with the following information: (i) the Awardee’s name,
address, and fiscal identification number; (ii) the name and corporate
domicile of the Company; (iii) the amount of the payment; (iv) the
currency used; (v) the country of origin; (vi) the reasons for the
payment; and (vii) further information that may be required.


 


SWITZERLAND


 


Hard Copy Signature Required.  The Awardee acknowledges that he or she must
sign and return this Award Agreement in order to accept the Option.


 


Term of Option.  This Option will expire ten (10) years
and six (6) months from the Grant Date, unless sooner terminated,
forfeited, or canceled in accordance with the provisions of the Plan.


 


The Awardee is responsible for keeping track of this
date and will not receive any prior notification of the expiration date from
the Company.


 


Securities Law Information.  The
offer of the Option is considered a private offering in Switzerland and is
therefore not subject to registration in Switzerland.


 


TAIWAN


 


Exchange Control Information.  The
Awardee may acquire and remit foreign currency (including funds for the
purchase of shares of Common Stock and proceeds from the sale of shares of
Common Stock) up to US$5,000,000 per year without justification.


 


If
the transaction amount is TWD500,000 or more in a single transaction, the
Awardee must submit a 


 


17

















 


Foreign
Exchange Transaction Form.  If the
transaction amount is US$500,000 or more in a single transaction, the Awardee
must also provide supporting documentation to the satisfaction of the remitting
bank.


 


UNITED KINGDOM


 


Hard Copy Signature Required.  The Awardee acknowledges that he or she must
sign and return this Award Agreement in order to accept the Option.


 


Responsibility for Taxes.  This
provision supplements the Responsibility
for Taxes section of the Award Agreement:


 


If payment or withholding of the Tax-Related Items
(including the Employer’s Liability, as defined below) is not made within 90
days of the event giving rise to the Tax-Related Items (the “Due Date”) or such
other period specified in Section 222(1)(c) of the U.K. Income Tax
(Earnings and Pensions) Act 2003, the amount of any uncollected Tax-Related
Items will constitute a loan owed by the Awardee to the Employer, effective on
the Due Date.  The Awardee agrees that
the loan will bear interest at the then-current Official Rate of Her Majesty’s
Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the
Company or the Employer may recover it at any time thereafter by any of the
means referred to in the Responsibility for Taxes section of the Award
Agreement.  Notwithstanding the
foregoing, if the Awardee is a director or executive officer of the Company
(within the meaning of Section 13(k) of the U.S. Securities and
Exchange Act of 1934, as amended), the Awardee will not be eligible for such a
loan to cover the Tax-Related Items.  In
the event that the Awardee is a director or executive officer and the
Tax-Related Items are not collected from or paid by the Awardee by the Due
Date, the amount of any uncollected Tax-Related Items will constitute a benefit
to the Awardee on which additional income tax and national insurance
contributions (including the Employer’s Liability, as defined below) will be
payable.  The Awardee will be responsible
for reporting and paying any income tax and national insurance contributions
(including the Employer’s Liability, as defined below) due on this additional
benefit directly to HMRC under the self-assessment regime.


 


Joint Election.  As a condition of the Awardee’s participation
in the Plan and the exercise of the Option, the Awardee agrees to accept any
liability for secondary Class 1 national insurance contributions (the “Employer’s
Liability”) which may be payable by the
Company and/or the Employer in connection with the Option and any event
giving rise to Tax-Related Items.  To accomplish the foregoing, the Awardee
agrees to execute a joint election with the Company (the “Election”), the form
of such Election being formally approved by HMRC, and any other consent or
elections required to accomplish the transfer of the Employer’s Liability to
the Awardee.  The Awardee further agrees
to execute such other joint elections as may be required between him or her and
any successor to the Company and/or the Employer.  If the Awardee does not enter into the Election when the Awardee accepts the Award Agreement, or if the Election is
revoked at any time by HMRC, the Option will cease vesting and become null and
void, and no shares of Common Stock will be acquired under the Plan,
without any liability to the Company, the Employer and/or any Affiliate.  The Awardee further agrees that the
Company and/or the Employer may collect the Employer’s Liability by any of the
means set forth in the Responsibility for Taxes section of the Award Agreement.


 


18