QuickLinks
 -- Click here to rapidly navigate through this document
  



 
 

Exhibit 10.23    
    


 
 

AGILENT TECHNOLOGIES, INC.
  1999 NON-EMPLOYEE DIRECTOR STOCK PLAN
  
  (Amended and Restated Effective November 14, 2007)    



PART I.    PLAN ADMINISTRATION AND ELIGIBILITY 



        1.    Purpose.    The purpose of this 1999 Non-Employee Director Stock Plan
(the "Plan") of Agilent Technologies, Inc. (the "Company") is to encourage ownership in the Company by outside directors of the Company (each, a "Non-Employee Director," or
collectively, the "Non-Employee Directors") whose continued services are considered essential to the Company's continued progress and thus to provide them with a further incentive to
remain as directors of the Company. 


        2.    Administration.    The Board of Directors (the "Board") of the Company or any
committee (the "Committee") of the Board that will satisfy Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any regulations promulgated
thereunder, as from time to time in effect, including any successor rule ("Rule 16b-3"), shall supervise and administer the Plan. The Committee shall consist solely of two or more
non-employee directors of the Company, who shall be appointed by the Board. A member of the Board shall be deemed to be a "non-employee director" only if he or she satisfies
such requirements as the Securities and Exchange Commission may establish for non-employee directors under Rule 16b-3. Members of the Board receive no additional
compensation for their services in connection with the administration of the Plan. 



        The
Board or the Committee may adopt such rules or guidelines, as it deems appropriate to implement the Plan. The Board or the Committee shall determine all questions of interpretation
of the Plan or of any shares issued under it and such determination shall be final and binding upon all persons having an interest in the Plan. Any or all powers and discretion vested in the Board or
the Committee under this Plan may be exercised by any subcommittee so authorized by the Board or the Committee and satisfying the requirements of Rule 16b-3. 


        3.    Participation in the Plan.    Each member of the Board who is not an employee of
the Company or any of its subsidiaries or affiliates shall be eligible to receive payment for his or her Annual Retainer (as defined in Section 12 below) under the Plan. 


        4.    Stock Subject to the Plan.    The maximum number of shares of the Company's $0.01
par value Common Stock ("Common Stock") which may be issued under the Plan shall be One Million (1,000,000). The limitation on the number of shares that may be issued under the Plan shall be subject
to adjustment as provided in Section 10 of the Plan. 


        If
any outstanding option or grant of Common Stock under the Plan for any reason expires or is terminated without having been vested or exercised in full, the shares allocable to the
unexercised portion of such option or the grant of Common Stock shall again become available for grant pursuant to the Plan. 


PART II.    TERMS OF THE PLAN 


        5.    Term of the Plan.    The Plan shall become effective upon the earlier to occur of
its adoption by the Board or its approval by the stockholders of the Company as described in Section 15 of the Plan. It shall continue in effect for a term of ten (10) years unless
sooner terminated under Section 11 of the Plan. 


        6.    Time for Granting Options.    No options shall be granted, and no Deferred Share
grant (as provided for in Section 7(c) and 7(d) below) shall be made, after the date on which this Plan terminates. The applicable terms of this Plan, and any terms and conditions applicable to
the options 


1







 



granted
or shares issued prior to such date, shall survive the termination of the Plan and continue to apply to such options and shares. 


        7.    Terms and Conditions.    


                (a)   Compensation.    Except
for the Non-Executive Chairman, each Non-Employee Director's Annual
Retainer shall consist of an option to purchase shares of Common Stock (an "Option Payment") in an amount equivalent to seventy-five thousand dollars ($75,000.00) and
seventy-five thousand dollars ($75,000.00) payable in cash in four (4) quarterly installments (the "Cash Payment"). The first installment of the Cash Payment shall be payable on the
later of (i) March 1 of each Plan Year (or if March 1 is not a trading day the next succeeding trading day), or (ii) the first trading day following the annual stockholders
meeting (the "Initial Payment Date"). The subsequent installments shall be payable on the dates that are three months, six months and nine months after the Initial Payment Date (or the next succeeding
trading day in the event any such date is not a trading day) (each such subsequent date a "Subsequent Payment Date" and, together with the Initial Payment Date, each a "Payment Date"). A trading day
shall be a day on which the NYSE is open for trading. 


                In
addition, Non-Employee Directors who serve as the chairperson of a Board committee shall be entitled to a "Committee Chair Premium". Specifically, the
chairperson of the Compensation Committee, provided that such person is not the Non-Executive Chairman, shall, on an annual basis, receive an additional ten thousand dollars ($10,000.00)
in cash. The chairperson of the Audit and Finance Committee of the Board, provided that such person is not the Non-Executive Chairman, shall, on an annual basis, receive an additional
twenty thousand dollars ($20,000.00) in cash. The chairperson of anyother Board committee, provided that such person is not the Non-Executive Chairman, shall, on an annual basis, receive
an additional five thousand dollars ($5,000.00) in cash. 



                The
Non-Executive Chairman shall receive an Annual Retainer that shall consist of an option to purchase shares of Common Stock (an "Option Payment") in an
amount equivalent to seventy-five thousand dollars ($75,000.00) and two hundred seventy thousand dollars ($270,000.00) in cash. The Non-Executive Chairman shall not be eligible
to receive any Committee Chair Premiums. 


                Each
member of the Audit and Finance Committee shall, on an annual basis, receive an additional ten thousand dollars ($10,000.00) in cash which shall be made in a lump sum
payment as soon as practicable following the Initial Payment Date with respect to the Plan Year. 



        A
Non-Employee Director who joins the Board of Directors after the start of the Plan Year shall have his or her Option Payment and Cash Payment pro-rated based
upon the remaining days in the Plan Year that the director will serve. 


                (b)   Option
Payment.    Each option granted under this Plan shall be a non-statutory option and shall be
evidenced by a written agreement in such form as the Board or Committee shall from time to time approve, which Agreements shall comply with and be subject to the following terms and conditions and
such additional terms and conditions as may be determined by the Board or Committee: 



                        (i)    Date
of Payment.    For each Plan Year, an option constituting the Option Payment shall be granted in the prior
Plan Year on the date that the Company makes its regular annual grant of equity awards to employees who are officers of the Company within the meaning of Section 16 of the Exchange Act;
provided, that in the case of a Non-Employee Director who subsequently ceases to be a member of the Board of Directors for any reason on or prior a Vesting Date as provided in
Section 7(v) below, except as provided in Section 7(vi) below, such option shall be automatically cancelled to the extent not yet exercisable on the date of such cessation,
and the shares that were subject to the unexercisable portion thereof shall become available for future grant under the Plan (unless the Plan has terminated). 


                        (ii)   Number
of Shares Subject to Option.    The number of shares to be subject to any option granted pursuant to the
Plan shall be an amount necessary to make such option equal in value, 


2







 



using
an option valuation model, as determined by the Board or Committee, to seventy-five thousand dollars ($75,000). The value of the option will be calculated by assuming that the value
of an option to purchase one share of Common Stock equals the product of (i) the Multiplier, as defined below, and (ii) the average Fair Market Value of a share of Common Stock for the
period described below. 


        The
number of shares represented by an option granted pursuant to the Plan shall be determined by multiplying the number of shares determined in Section 7(b)(ii) above by a
multiplier determined using an option valuation method (the "Multiplier"). The Board or the Committee shall determine the Multiplier prior to the option grant made with respect to any succeeding Plan
Year. The number of shares to be subject to the option shall be equal to the number of shares determined as follows: 



	$75,000.00	 	 	 	 	 	 	 	 
	
	 	=	 	Number of shares
	The average Fair Market Value for a period of 20 consecutive trading days ending as soon as practicable prior to the grant date	 	x	 	Multiplier	 	 	 	 





                        (iii)  Price
of Options.    The exercise price of the option will be the Fair Market Value of the Common Stock on the
date of grant. 


                        (iv)  Exercise
of Options.    Options may be exercised in any manner permitted by the external stock option
administrator retained by the Company, and will be subject to such administrator's fees and procedures. 



                        (v)   Vesting
and Term of Option.    Except as provided in Section 7(vi) below, the option will vest and
become exercisable in four (4) twenty-five percent (25%) increments (the date as of which an increment vests a "Vesting Date"). The first Vesting Date shall be the date of the
annual stockholders meeting next following the grant date, and an increment shall vest as of the first Vesting Date only with respect to Non-Employee Directors who will continue as members
of the Board following the stockholders meeting. The second, third and fourth Vesting Dates shall be the dates six months, nine months and one year, respectively, following the grant date. An
increment shall vest and become exercisable on the second, third or fourth Vesting Date only to the extent the Non-Employee Director continues as a member of the Board on the Vesting Date.
No option shall be exercisable after the expiration of ten (10) years from the date upon which such option is granted. 


                        (vi)  Exercise
by Representative Following Death of Director.    A Non-Employee Director, by written notice
to the Company, may designate one or more persons (and from time to time change such designation) including his or her legal representative, who, by reason of his or her death, shall acquire the right
to exercise all or a portion of the option. If the person or persons so designated wish to exercise any portion of the option, they must do so within the term of the option as provided in
Section 7(b)(v). Any exercise by a representative shall be subject to the provisions of this Plan. 


                        (vii) Options
Nontransferable.    Unless determined otherwise by the Board or the Committee, each option granted under
the Plan by its terms shall not be transferable by the optionee otherwise than by will, or by the laws of descent and distribution, and shall be exercised during the lifetime of the optionee only by
him. No option or interest therein may be transferred, assigned, pledged or hypothecated by the optionee during his or her lifetime, whether by operation of law or otherwise, or be made subject to
execution, attachment or similar process. 


                (c)   Annual
Deferred Share Credit.    For each Plan Year, each Non-Employee Director shall be credited under
the Agilent Technologies, Inc. 2005 Non-Employee Director Deferred Compensation Plan (the "Deferred Compensation Plan"), as of the later of (i) March 1 of each Plan
Year (or if March 1 is not a trading day the next succeeding trading day), or (ii) the first trading day following the annual stockholders meeting, with a deemed investment in shares of
Common Stock ("Shares"), as that 


3







 



term
is defined under the Deferred Compensation Plan), with a Fair Market Value of seventy-five thousand dollars ($75,000), determined as provided below. The Shares shall vest in four
(4) twenty-five percent (25%) increments each three (3) months from the date of credit, provided the Non-Employee Director continues in Board service on the
vesting date. Shares credited under this Section 7(c) shall be issued from this Plan. 


        The
number of Shares subject to an Annual Deferred Share Credit shall be equal to the number of shares determined as follows: 



	$75,000.00	 	 	 	 
	
 The average Fair Market Value for a period of 20 consecutive trading days ending as soon as practicable prior to the grant date.	 	=	 	Number of shares





                (d)   Deferred
Share Credit for New Directors.    Effective as of November 1, 2005, each newly appointed
Non-Employee Director shall be credited under the Deferred Compensation Plan, as of the date service commences as a Non-Employee Director, with Shares (as that term is defined
under the Deferred Compensation Plan) with a Fair Market Value of one hundred thirty thousand dollars ($130,000.00), determined as provided below. The Shares shall vest in four
(4) twenty-five percent (25%) increments each three (3) months from the date of credit, provided the Non-Employee Director continues in Board service on the
vesting date. Unless you further defer your Shares, the payout of your Deferred Shares will be made in a lump sum after the third anniversary of their grant date. Shares credited under this
Section 7(d) shall be issued from this Plan. 


        The
number of Shares subject to a grant under this Section 7(d) shall be equal to the number of shares determined as follows: 



	$130,000.00	 	 	 	 
	
 The average Fair Market Value for a period of 20 consecutive trading days ending as soon as practicable prior to the grant date	 	=	 	Number of shares





                (e)   Cash
Payment and Committee Chair Premiums.    Except to the extent a Non-Employee Director has properly
elected to defer all or part of the cash component of his or her Annual Retainer or Committee Chair Premium under a deferred compensation plan sponsored by the Company, all Cash Payments shall be made
in four (4) quarterly installments as soon as practical following the Payment Dates (provided the Non-Employee Director continues as a Board member on such Payment Date).
Notwithstanding the foregoing, Committee Chair Premiums and the annual fee to members of the Audit and Finance Committee shall be made in a lump sum payment as soon as practicable following the
Initial Payment Date with respect to the Plan Year. 


                (f)    Special
Compensation.    The Board or the Committee may, from time to time, deem it appropriate and may provide
certain Non-Employee Directors with additional compensation ("Special Compensation") under this Plan. Such Special Compensation shall be in the form of a grant of Common Stock or stock
options subject to terms, conditions and restrictions established by the Board or Committee at the time of the grant. 



                (g)   Form
of Issuance of Shares.    Any shares issued under the Plan shall be in either book entry form or in certificate
form pursuant to the instructions given by the Non-Employee Director to the Company's transfer agent. 


                (h)   Transferability.    In
the event of a Non-Employee Director's death, all of such person's rights to
receive any accrued but unpaid Option Payment and/or Special Compensation will transfer to the maximum extent permitted by law to such person's beneficiary. Each Non-Employee Director may
name, from time to time, any beneficiary or beneficiaries (which may be named contingently or successively) as his or her beneficiary for purposes of this Plan. Each designation shall be on a form 


4







 



prescribed
by the Committee, will be effective only when delivered to the Company and when effective will revoke all prior designations by the Non-Employee Director. If a
Non-Employee Director dies with no such beneficiary designation in effect, such person's beneficiary shall be his or her estate and such person's payments will be transferable by will or
pursuant to laws of descent and distribution applicable to such person. 


PART III.    GENERAL PROVISIONS 


        8.    Assignments.    The rights and benefits under this Plan may not be assigned except
for the designation of a beneficiary as provided in Section 7. 


        9.    Limitation of Rights.    



                (a)   No
Right to Continue as a Director.    Neither the Plan, nor the issuance of shares of Common Stock, nor the grant
of special Compensation, nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain a director
for any period of time, or at any particular rate of compensation. 


                (b)   No
Stockholders' Rights for Options.    An optionee shall have no rights as a stockholder with respect to the shares
covered by his or her options until the date of the issuance to him of a stock certificate therefor or the making of a book entry with the Company's transfer agent, and no adjustment will be made for
dividends or other rights for which the record date is prior to the date such certificate is issued. 


        10.    Adjustments in Present Stock.    In the event of any merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, or other change in the corporate structure or capitalization affecting the Company's present Common Stock, at the time of such event the
Board or the Committee shall make appropriate adjustments to the number (including the aggregate numbers specified in Section 4) and kind of shares to be issued under the Plan and the price of
any Stock Option. 


        11.    Amendment and Termination of the Plan.    


                (a)   Amendment
and Termination.    The Board may at any time amend, alter, suspend, or discontinue the Plan, but no
amendment, alteration, suspension, or discontinuation shall be made which would impair the awards granted to any Non-Employee Director theretofore made, without his or her consent. In
addition, to the extent necessary and desirable to comply with any applicable law, regulation or stock exchange rule, the Company shall obtain stockholder approval of any Plan amendment in such a
manner and to such a degree as required. 


                (b)   Effect
of Amendment or Termination.    Any such amendment or termination of the Plan shall not affect any Stock
Option already granted and such Stock Options shall remain in full force and effect as if this Plan had not been amended or terminated. 


        12.    Definitions.    



        "Annual Retainer" shall mean the amount to which a Non-Employee Director will be entitled to receive for serving as a director
in a relevant Plan Year, but shall not include reimbursement for expenses, fees associated with service on any committee of the Board or fees with respect to any other services to be provided to the
Company. 


        "Fair Market Value" shall mean, as of any date, the quoted closing sales price for such Common Stock as of such date (or if no sales were
reported on such date, the closing price on the last preceding day a sale was made) as quoted on the stock exchange or a national market system, with the highest trading volume, as reported in such
source as the Company shall determine. 


        "Non-Executive Chairman" shall mean the Non-Employee Director who is appointed to serve as the Chairman of the
Board. 


5







 



        "Plan Year" shall mean the year beginning March 1 and ending February 28, or February 29, as the case may be. 



        13.    Notice.    Any written notice to the Company required by any of the provisions of
this Plan shall be addressed to the Secretary of the Company and shall become effective when it is received. 


        14.    Governing Law.    This Plan and all determinations made and actions taken pursuant
hereto shall be governed by the law of the State of Delaware and construed accordingly. 


        15.    Stockholder Approval.    The Plan shall be subject to approval by the stockholders
of the Company within twelve (12) months after the date the Plan is adopted. Such stockholder approval shall be obtained in the degree and manner required under applicable state and federal law
and any stock exchange rules. 


        16.    Annual Maximum Shares.    Subject to adjustments as provided in Section 10
of the Plan, the maximum number of shares that can be granted to each Non-Employee Director under the Plan is 150,000 shares per year. 


6











QuickLinks



Exhibit 10.23


AGILENT TECHNOLOGIES, INC. 1999 NON-EMPLOYEE DIRECTOR STOCK PLAN (Amended and Restated Effective November 14, 2007)