Exhibit 10.8


 


SEPARATION AGREEMENT


AND GENERAL RELEASE


 


This Separation Agreement and General Release (the “Agreement”) is made
and entered into between D. Craig Nordlund (hereinafter referred to as
“Nordlund”) and Agilent Technologies, Inc. (“Agilent”).  The purpose of this Agreement is to document
Nordlund’s resignation as Senior Vice President, General Counsel and Secretary
of Agilent and the termination of Nordlund’s employment with Agilent, effective
October 31, 2009 (as documented in Exhibit A
to this Agreement), on terms that are satisfactory both to Agilent and to
Nordlund.  The effective date of this
Agreement shall be the 7th day following the execution of this Agreement
by Nordlund and Agilent, but in no event later than October 31, 2009
(“Effective Date”). Therefore, Agilent and Nordlund agree as follows:


 


1.              In exchange for the promises
set forth in this Agreement, Agilent agrees as follows:


 


a.              “Interim Period” Except as
provided for in section 1.c. below, from the Effective Date of this Agreement
through October 31, 2009, Nordlund will remain employed by Agilent and
will continue to actively provide services to Agilent in the same amount, on
average, as he has been providing in the preceding three full years of
employment at Agilent.  During the
interim period, Nordlund will continue to receive his base salary as well as
all other employment related benefits for which he is eligible.


 


b.             Benefits during the Interim
Period.  Flexible Time Off, Deferred
Compensation, 401(k) plan, Defined Benefit Retirement Plan and
Supplemental Benefit Retirement Plan, Pay for Results, and Employee Stock
Purchase plan monies, as well as any other benefits not mentioned above, will
be treated in accordance with existing plan documents.


 


c.              Separation from Service.  In the event that Nordlund’s replacement is
identified and in place prior to October 31, 2009, Nordlund will remain
employed by Agilent but will no longer be actively performing substantial
services (i.e., the date upon which Agilent and
Nordlund reasonably anticipate that Nordlund’s service to Agilent will
permanently drop to less than fifty percent of the services rendered, on
average, during the immediately preceding three full years of employment with
Agilent) (“Separation from Service”). 
The period between the date of Separation from Service and Nordlund’s October 31,
2009 termination date shall be the remaining Interim Period (the “Remaining
Interim Period”).  Nordlund will continue
to receive his base salary during the Remaining Interim Period, which will be
at the same rate per annum as his base salary on the Effective Date of this
Agreement.  During the Remaining Interim
Period, Nordlund agrees to make himself reasonably available to Agilent upon
request to assist in the transition of Nordlund’s former workload to his
replacement, to answer questions regarding matters previously assigned to
Nordlund, to otherwise assist Agilent in transferring Nordlund’s
responsibilities to his replacement, and to consult with Agilent management on
other matters as requested.


 

















 


d.             Benefits during
the Remaining Interim Period.  During the Remaining Interim Period, in
accordance with the requirements of section 409A of the Internal Revenue
Service Code as amended (the “Code”) and the terms of the applicable plan
documents, Nordlund’s benefits shall be administered as follows:


 


i)                Nordlund’s
medical coverage will continue during the Remaining Interim Period.  Nordlund will continue to be required to pay
the employee portion of the premium for such coverage.  With regard to the portion of the premium
that Agilent generally pays for active employees, Agilent will continue to pay
this portion, and such amounts will be taxable to Nordlund.  As of his termination date (October 31,
2009), Nordlund will be eligible to elect COBRA coverage, in accordance with
the COBRA regulations.


 


ii)             Nordlund may continue to
participate in the Flexible Time Off program.


 


iii)          Nordlund may
continue making contributions to Agilent’s 401(k) plan.


 


iv)         Nordlund will
continue to accrue benefits under the Defined Benefit Retirement Plan.


 


v)            Nordlund may
continue to participate in the Employee Stock Purchase Plan (ESPP).


 


vi)         If Nordlund
remains employed through the last day of the performance period for the second
half of FY09 (October 31, 2009), he will be eligible to receive Pay for
Results for the second half of FY09 with a target payment of 70% of Employee’s
base salary at the same rate per annum as his base salary as of the Effective
Date of this Agreement.  Pay for Results
payments are dependent upon the meeting of certain conditions as set forth in
Employee’s Pay for Results Notification Letter for each respective fiscal half
of FY09 and applicable plan documents. Payments, if any, made under the Pay for
Results plan will be made no later than 90 days after the end of the applicable
performance period.


 


vii)      For the purposes of the 2005
Deferred Compensation Plan and the Supplemental Benefit Retirement Plan, and
the Long Term Performance Program (“LTPP”) Nordlund’s termination date will be
the date on which there has been a Separation from Service as defined in 1.c.,
and in accordance with the relevant plan documents and the requirements of Section 409A
of the Code.


 


e.               Retirement — Nordlund has
reached reached the age of 55 and has attained 15 years of service to Agilent
and as such is eligible to retire upon the termination of his employment.  Upon the termination of Nordlund’s employment
he shall be a retiree of Agilent and shall be entitled to all of the benefits
and privileges associated with that status, including but not limited to the
following:


 

















 


(i)           Stock Options — Pursuant to
the retirement provisions of Agilent’s Stock Option Plan, on Nordlund’s
termination date, all unvested stock options will be accelerated and will
become vested.  Nordlund will have the
lesser of three years or the expiration date of his options following the
termination date of his employment to exercise his options.


 


(ii)        Retiree Medical Coverage —
Nordlund will be entitled to elect medical coverage provided to retirees
pursuant to the terms and conditions of the applicable plan documents.


 


(iii)     LTPP— pursuant to the
retirement provisions of the LTPP


 


1.              if Nordlund continues
providing services to Agilent through October 31, 2009 in an amount
exceeding 50%, on average, of the amount that he has been providing over the
previous three year period, he shall be entitled to receive LTPP payouts at the
full, un-prorated amount for the performance periods FY07-09, FY08-10, and
FY09-11. The payouts, if any, will be based on actual performance measured
against the performance criteria for the relevant performance period.  Awards will be determined by the Compensation
Committee following the conclusion of the relevant three year performance
period.  The payouts, if any, shall be
subject to the terms and conditions set forth in each of the relevant LTPP plan
documents and shall occur at the times that any awards under the LTPP are paid
to other participants in this program for such performance periods.


2.              if prior to October 31,
2009, Agilent and Nordlund reasonably anticipate that Nordlund’s service to
Agilent will permanently drop below 50%, on average of the amount that he has
been providing over the previous three year period, he shall receive the full,
un-prorated amount of any payout for the FY 07-09 and FY 08-10 performance
periods after completion of such periods in accordance with the regular program
processes.  Nordlund will be eligible to
receive an amount, based on his termination date, for any LTPP payout for the
FY 09-11 performance period after its completion in accordance with the regular
program processes.  In recognition of
Nordlund’s long service to Agilent as a founding officer, the Compensation
Committee of the Board of Directors of Agilent decided that   Nordlund should receive the full un-prorated
amount of a payout, if any, that the Compensation Committee may determine is
payable after the end of the FY 09-11 performance period.  The payouts, if any, will be based on actual
performance measured against the performance criteria for the


 

















 


relevant performance period. 
Awards will be determined by the Compensation Committee following the
conclusion of the relevant three year performance period.  The payouts, if any, shall be subject to the
terms and conditions set forth in each of the relevant LTPP plan documents and
shall occur at the times that any awards under the LTPP are paid to other
participants in this program for such performance periods.


 


f.                 Severance Payment — Within 90
days of Nordlund’s Separation from Service, but in any event, not later than December 31,
2009 Agilent shall deliver to Nordlund a lump sum payment in the gross amount
of One Million, Five Hundred, Twenty-Five Thousand Dollars ($1,525,000.00),
less required withholdings and deductions, representing twenty-four months of
Nordlund’s base salary ($850,000.00), Pay for Results for twenty-four months at
the target payment of 70% ($595,000.000) and a Health Expense Benefit
($80,000).   In the unlikely even that
Nordlund dies between the Effective Date of this Agreement and October 31,
2009, Agilent agrees that it will pay Nordlund’s beneficiaries, as designated
in Agilent records, the severance amounts contemplated herein, except that
Agilent shall not pay the Health Expense Benefit ($80,000).


 


g.              Pay Reduction.  Nordlund acknowledges and agrees that his
base salary during the Interim Period and the Remaining Interim Period, as well
as contributions to and payment of other salary dependant benefits during those
times, will be subject to any salary adjustment measures as may be applied by
Agilent to a class of jobs that includes the position held by Nordlund on the
Effective Date of this Agreement.  The
Severance Payment set forth in 1.f. above shall not be impacted by any salary
adjustment measures.


 


h.              Except as otherwise stated
in this Agreement, Nordlund is entitled to exercise employee benefit conversion
privileges upon the same terms and conditions as would be available to any
other retiring employee.


 


i.                  Nordlund will continue to be
eligible to receive AYCO financial services or services from any other
successor financial service provider that Agilent offers to its officers to
assist with the filing of his 2009 individual tax return.


 


2.              In
exchange for the promises set forth in this Agreement, Nordlund agrees as
follows:


 


a.               To
acknowledge that he is the recipient of confidential and proprietary business
information, and that he will not use or disclose such information except as
may be permitted by Agilent or required by law. 
Nordlund acknowledges that the confidentiality obligations of the
Agreement Regarding Confidential Information and Proprietary Development
(“ARCIPD”) signed by Nordlund on October 6, 1999 and attached to this
Agreement as Exhibit B survive the
termination of his employment. Nothing in this Agreement supersedes or renders
the terms and conditions of the ARCIPD unenforceable or void.  The Agreement will apply 


 

















 


especially with
companies who are competitors of Agilent, including those listed in Exhibit C.


 


b.              To
attend an Exit Interview on or before October 31, 2009, at which time all
appropriate personnel documents will be executed.  Nordlund further agrees that he will return
all company property and identification on or before October 31,
2009.  Thereafter, Nordlund agrees to do
such other acts as may be reasonably requested by Agilent in order to
effectuate the terms of this Agreement.


 


c.               To not make any public
statement or statements to the press concerning Agilent, its business
objectives, its management practices, or other sensitive information without
first receiving Agilent’s written approval. Nordlund further agrees not to
disparage Agilent, its officers, directors, employees or agents in any manner
likely to be harmful to them or their business, business reputation or personal
reputation, provided that Nordlund may respond accurately and fully to any
question, inquiry or request for information when required by legal process to
do so.


 


3.              Nordlund and Agilent agree
that the Amended and Restated Change of Control Severance Agreement between
Nordlund and Agilent, dated April 9, 2008, will terminate on the Effective
date of this Agreement and be no further force or effect.


 


4.              For the purposes of this
Agreement, a termination of employment will be determined consistent with the rules relating
to a “separation from service” as defined in Section 409A of the Code and
the regulations thereunder (“Section 409A”). Notwithstanding anything else
provided herein, to the extent any payments provided under this Agreement in
connection with Nordlund’s termination of employment constitute deferred
compensation subject to Section 409A and Nordlund is deemed to be a
“specified employee” under Section 409A, then such payment shall not be
made or commence until the earlier of (i) the expiration of the 6-month
period measured from Nordlund’s Separation from Service from Agilent or (ii) the
date of Nordlund’s death following such a separation from service; provided,
however that  such deferral shall only be
effected to the extent required to avoid adverse tax treatment to Nordlund
including, without limitation, the additional tax for which Nordlund would
otherwise be liable under Section 409A(a)(1)(B) in the absence of
such a deferral.  The first payment
thereof will include a catch-up payment covering the amount that would have
otherwise been paid during the period between Nordlund’s termination of
employment and the first payment date but for the application of this
provision, and the balance of the installments, (if any) will be payable in
accordance with their original schedule. 
To the extent that any provision of this Agreement is ambiguous as to
its compliance with Section 409A, the provision shall be read in such a
manner so that all payments hereunder comply with Section 409A.  Payments pursuant to this section are
intended to constitute separate payments for the purposes of Treasury
Regulations Section 1.409A-2(b)(2).


 


5.              In exchange for Agilent’s
doing the acts described in this Agreement, Nordlund on behalf of himself, his
heirs, estate, executors, administrators, successors and assigns does fully
release, discharge, and agree to hold harmless Agilent, its officers, agents,


 

















 


employees, attorneys, employee benefit plans, employee benefit plan
fiduciaries and administrators, consultants, subsidiaries, affiliated
companies, successors and assigns from all actions, causes of action, claims,
judgments, obligations, damages, liabilities, costs, or expense of whatsoever
kind and character which he may have as of the date of execution of this
Agreement, including but not limited to:


 


a.              any claims relating to
employment discrimination on account of race, religion, sex, age, national
origin, creed, disability, sexual orientation, or any other basis, whether or
not arising under Title VII of the Civil Rights Act of 1964, the Civil Rights
Act of 1966, the Equal Pay Act of 1963, the Age Discrimination in Employment
Act, California Fair Employment and Housing Act, the Rehabilitation Act of
1973, the Americans With Disabilities Act, any amendments to the foregoing
laws, or any other federal, state, county, municipal, or other law, statute,
regulation or order relating to employment discrimination;


b.             any claims relating to pay
or leave of absence arising under the Fair Labor Standards Act, the Family
Medical Leave Act, any claims relating to Section 806 of the
Sarbanes-Oxley Act of 2002, and any similar laws enacted in California;


c.              any claims for reemployment,
salary, wages, bonuses, vacation pay, stock options, acquired rights,
appreciation from stock options, stock appreciation rights, benefits or other
compensation of any kind;


d.             any claims under any other
federal, state or local statutes, ordinances or regulations, including but not
limited to the Employee Retirement Income Security Act of 1974;


e.              any claims relating to,
arising out of, or connected with his employment with Agilent, whether or not
the same be based upon any alleged violation of public policy; compliance (or
lack thereof) with any internal Agilent policy, procedure, practice, or
guideline; or any oral, written, express, and/or implied employment contract or
agreement, or the breach of any term thereof, including but not limited to, any
implied covenant of good faith and fair dealing; or any federal, state, county
or municipal law, statute, regulation, or order whether or not relating to
labor or employment; and


f.                any claims relating to,
arising out of, or connected with any other matter or event occurring prior to
the execution of this Agreement whether or not brought before any judicial,
administrative, or other tribunal.


g.             Notwithstanding any
provision of this Paragraph, Nordlund shall not hereby release any right he may
otherwise have to indemnification by Agilent pursuant to the Amended and
Restated Indemnification Agreement dated April 9, 2008, the company’s
certificate of incorporation, by-laws, insurance policies, and applicable law.


 


6.              Nordlund acknowledges that
as of the date of signing this Agreement, he has received all wages and
compensation due to him from Agilent through that time other than those wages
or compensation as described in this Agreement.


 

















 


7.              In entering into this
Agreement, the parties have intended that this Agreement be a full and final
settlement of all matters, whether or not presently disputed, that could have
arisen between them as of the date this Agreement is executed, except for those
claims set forth in paragraph 8.  This
Agreement and compliance with this Agreement does not constitute an admission of
liability by Agilent.


 


8.              Nordlund understands and
expressly agrees that this Agreement extends to all claims of every nature and
kind whatsoever, known or unknown, suspected or unsuspected, past or present
and all rights under Section 1542 of the California Civil Code and/or any
similar statute or law of any other jurisdiction are expressly waived.  Section 1542 reads as follows:


 


A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor.


 


9.              This release of claims does
not include: (i) Nordlund’s right to enforce the terms of this Agreement; (ii) claims
for vested benefits in which Nordlund is entitled, including but not limited to
Workers’ Compensation benefits; (iii) claims that cannot be released as a
matter of law, including, but not limited to, claims under Division 3, Article 2
of the California Labor Code (which includes indemnification rights); and (iv) claims
arising under federal or state securities or employment discrimination laws
where Nordlund does not seek personal monetary or other relief.


 


10.        Nordlund acknowledges and
agrees that if he or any other person or entity files a claim or permits to be
filed a claim in a civil action or other legal proceeding for relief, including
personal relief for Nordlund (including but not limited to back pay, front pay,
monetary damages, attorneys fees, cost, injunctive or declaratory relief)
against Agilent (except to enforce this Agreement), he will not accept or be
eligible to receive any personal relief from such a claim or cause of action.


 


11.        It is expressly agreed that
the claims released pursuant to this Agreement include all claims against
employees, officers, directors, attorneys and agents of Agilent in their
individual and representative capacities, whether or not such employees were
acting within the course and scope of their employment.


 


12.        Nordlund represents and
warrants that he has not assigned any such claim or authorized any other person
or entity to assert such claim on Nordlund’s behalf. Further, Nordlund agrees
that under this Agreement he waives any claim for damages incurred at any time
in the future because of alleged continuing effects of past wrongful conduct
involving any such claims and any right to sue for injunctive relief against
the alleged continuing effects of past wrongful conduct involving such claims.


 


13.        Each party shall bear its
own costs, expenses, and attorneys’ fees incurred in, or arising out of, or
connected with the negotiation and execution of this Agreement.


 

















 


14.        Nordlund agrees that the
terms, amount and fact of settlement shall be confidential until Agilent
Technologies, Inc. needs to make any required disclosure of any agreements
between Agilent and him as a part of Agilent’s Securities and Exchange
Commission filing requirements. Therefore, except as may be necessary to
enforce the rights contained herein in an appropriate legal proceeding or as
may be necessary to receive professional services from an attorney, accountant,
or other financial or tax adviser, Nordlund agrees not to disclose the
existence or contents of this Agreement or any past or future related
discussions or documentation to anyone, including, but not limited to, past,
present and future employees of Agilent, until such time of the public
filings.  Disclosure is permitted only to
Nordlund’s attorney, accountant, financial or tax advisor and spouse on the
condition that such individuals shall be advised of these limitations, or as
otherwise required by law.


 


15.        At Agilent’s request,
Nordlund will give his reasonable cooperation to Agilent in connection with any
legal matter, proceeding or action relating to Agilent.


 


16.        The terms of this Agreement
are intended by the parties as a final expression of their agreement with
respect to such terms as are included in this Agreement and may not be
contradicted by evidence of any prior or contemporaneous agreement.  The parties further intend that this
Agreement constitutes the complete and exclusive statement of its terms and
that no extrinsic evidence whatsoever may be introduced in any judicial or
other proceeding, if any, involving this Agreement.  No modification of this Agreement will be
effective unless in writing and signed by both parties hereto.  Notwithstanding this provision, it is
expressly understood that Nordlund is a participant in various Agilent benefit
plans.  Any participation by Nordlund in
such benefit plan is governed by the terms of the current plan or grant
document governing the administration of the benefit in which he is
participating and section 409A of the Code, which is incorporated herein by
reference.


 


17.        It is further expressly
agreed and understood that Nordlund has not relied upon any advice from Agilent
Technologies, Inc. and/or its attorneys whatsoever as to the taxability,
whether pursuant to federal, state, or local income tax statutes or regulations
or otherwise, of the payments made hereunder and that Nordlund will be solely
liable for all tax obligations, if any, arising from payment of the sums
specified herein and shall hold Agilent Technologies, Inc. harmless from
any tax obligations arising from said payment.


 


18.        Should any provision of this
Agreement be declared or determined by any court of competent jurisdiction to
be wholly or partially illegal, invalid, or unenforceable, the legality,
validity, and enforceability of the remaining parts, terms, or provisions shall
not be affected thereby, and said illegal, unenforceable, or invalid part, term
or provision shall be deemed not to be a part of this Agreement.


 


19.        This Settlement Agreement
will be governed by and construed in accordance with the laws of the State of
California.


 
















 


20.        If there is any dispute
arising out of or related to this Agreement, which cannot be settled by good
faith negotiation between the parties, such dispute will be submitted to
JAMS/EndDispute for nonbinding mediation. 
If complete agreement cannot be reached within 45 days of submission to
mediation, any remaining issues will be submitted to JAMS/EndDispute for final
and binding arbitration pursuant to JAMS/EndDispute Arbitration Rules and
Procedures for Employment Disputes with each party bearing their own costs and
attorneys’ fees.


 


21.        The
following notice is provided in accordance with the provisions of Federal Law:


You are entitled to and have been given up to
twenty-one days (21) days in which to accept the terms of this Separation
Agreement and General Release, although you may accept it any time within those
twenty-one days.


 


You have been told in writing to consult with
an attorney regarding this Agreement.


 


You have the right to revoke your acceptance
of this Agreement at any time within seven (7) days from the date you sign
it, and this Agreement will not become effective and enforceable until this
seven (7) day revocation period has expired.


 


To revoke your acceptance, you must send a
written notice of revocation to Jodi Juskie, U.S. Labor & Employment
Counsel, Agilent Technologies, Inc., 900 S. Taft Avenue, Loveland
Colorado, 80537 by 5:00 p.m. on or before the seventh day after you sign
this Agreement.


 


NORDLUND FURTHER STATES THAT HE HAS HAD THE OPPORTUNITY TO CONSULT WITH
THE ATTORNEY OF HIS CHOICE, THAT HE HAS CAREFULLY READ THIS AGREEMENT, THAT
THIS AGREEMENT IS THE PRODUCT OF NEGOTIATION BETWEEN HIS COUNSEL AND AGILENT’S
COUNSEL, THAT HIS ATTORNEY HAS EXPLAINED THIS AGREEMENT TO HIM, THAT HE HAS HAD
AMPLE TIME TO REFLECT UPON AND CONSIDER ITS CONSEQUENCES, THAT HE FULLY
UNDERSTANDS ITS FINAL AND BINDING EFFECT, THAT THE ONLY PROMISES MADE TO HIM TO
SIGN THIS AGREEMENT ARE THOSE STATED ABOVE AND THAT HE IS SIGNING THIS
AGREEMENT VOLUNTARILY.


 


 


	
  ACCEPTED
  AND AGREED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AGILENT
  TECHNOLOGIES, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Jean Halloran

  	
   

  	
  /s/
  D. Craig Nordlund

  
	
  Name:
  Jean Halloran

  	
   

  	
  Name:
  D. Craig Nordlund

  
	
  Title:  Senior
  Vice President of Human Resources

  	
   

  	
   

  
	
  Date: 
  May 28, 2009

  	
   

  	
   

  
				



 

















 


EXHIBIT A


 


	
  From:
  D. Craig Nordlund

  	
   

  	
  Date:

  
	
   

  	
   

  	
   

  
	
  To:
  Agilent Technologies, Inc.

  	
   

  	
  Re:
  Letter of Resignation of Employment and as an Officer of Agilent

  



 


I
hereby confirm my voluntary resignation as Senior Vice President, General
Counsel and Secretary of Agilent Technologies, Inc. and as an “executive
officer” under the Securities Exchange Act of 1934 on
                                            ,
and the resignation of my employment effective on October 31, 2009.


 


 


I
understand that this action is irrevocable.


 


	
  Sincerely,

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  D.
  Craig Nordlund

  	
   

  	
  Date

  	
   

  



 

















 


EXHIBIT B


 

















 


	
  

  	
   

  	
  Agreement Regarding Confidential Information and

  
	
   

  	
  Proprietary Developments (ARCIPD)

  
	
   

  	
  OFIS #0122

  



 


Please type or
print in black ink.


 


	
  EMPLOYEE NAME (Last, First,
  M.I.)

  	
   

  	
  EMPLOYEE NUMBER

  
	
  Nordlund,
  D. Craig

  	
   

  	
   

  



 


1.              I am employed or desire to be employed by
Agilent Technologies, Inc. (Agilent). I understand, however, that this
Agreement is not a promise or a contract for employment by Agilent.


 


2.              This Agreement concerns trade secrets,
confidential business and technical information, and know-how not generally
known to the public, (hereinafter “Confidential Information”), which is
acquired or produced by me in connection with my employment by Agilent. Confidential
Information may include, without limitation, information on Agilent
organizations, staffing, finance, information of employee performance,
compensation of others, research and development, manufacturing and marketing,
as well as information which Agilent receives from others under an obligation
of confidentiality. I agree:


 


a.               to use such information only in the
performance of Agilent duties;


b.              to hold such information in confidence
and trust; and


c.               to use all reasonable precautions to
assure that such information is not disclosed to unauthorized persons or used
in an unauthorized manner, both during and after my employment with Agilent.


 


3.              This Agreement also concerns inventions
and discoveries (whether or not patentable), designs, works of authorship, mask
works, improvements, data, processes, computer programs and software
(hereinafter called “Proprietary Developments”) that are conceived or made by
me alone or with others while I am employed by Agilent and that relate to the
research and development or the business of Agilent, or that result from work
performed by me for Agilent. Such Proprietary Developments are the sole
property of Agilent, and I agree:


 


a.               to disclose them promptly to Agilent;


b.              to assign them to Agilent; and


c.               to execute all documents and cooperate
with Agilent in all necessary activities to obtain patent, copyright, mask
works and/or trade secret protection in all countries, at Agilent’s expense.


 


In compliance with
prevailing provisions of relevant state statutes(1), this Agreement does not
apply to an invention for which no equipment, supplies, facility, or trade
secret information of the employer was used and which was developed entirely on
the employee’s own time, unless (a) the invention relates (i) to the
business of the employer, or (ii) to the employers actual or demonstrably
anticipated research and development, or (b) the invention results from
any work performed by the employee for the employer.


 


4.              I agree to honor any valid disclosure or
use restrictions on Confidential Information known to me and received from any
former employers or any other parties prior to my employment by Agilent, and I
agree not to bring into the premises of Agilent any such information in
whatever physical form without prior written consent of such former employers
or other parties.


 


5.              The product of all work performed by me
during and within the scope of my Agilent employment including, without
limitation, any reports, documents, drawings, computer programs, devices and
models, will be the property of Agilent; and Agilent will have the sole right
to use, sell, license, publish or otherwise disseminate or transfer rights in
such work product.


 


6.              I will not remove any Agilent property
from Agilent premises without Agilent’s permission.


 


7.              I agree not to disrupt, damage or
interfere with the operation of business of Agilent by soliciting or recruiting
its employees for myself or others, both during my employment at Agilent and
for a period of two years following termination of my employment with Agilent.


 


8.              Upon termination of my employment with
Agilent, I will return all property to Agilent unless Agilent’s written
permission to keep is obtained.


 


9.              The provisions of this Agreement will be
separately construed. If any of them is held to be unenforceable, the remaining
provisions will not be affected.


 


	
  EMPLOYEE SIGNATURE

  	
   

  	
  DATE

  
	
  D.
  Craig Nordlund

  	
   

  	
  10/6/99

  



 






(1)        Including: California Labor Code, Section 2870;
Illinois 765ILCS 1060/1-3, “Employees Patent Act,”; Washington Rev. Code, Title
49 RCW: Labor Regulations, Chapter 49.44.140; Minnesota Statutes, 13A, Section 181.78;
and North Carolina General Statutes, Article 10A, Chapter 66, Commerce and
Business, Section 66-57.1.


 

















 


EXHIBIT C


 


COMPETITORS OF AGILENT:


 


Rohde and Schwarz


Anritzu


Aeroflex


National Instruments


Ixia


Advantest


Danaher and Tektronix


Spirent


Keithley


Waters


Perkin-Elmer


Thermo-Fisher


Affymetrix


Life Technologies (Applied Bio Systems, Inc., and Invitrogen)


Shimadzu


Varian


Illumina


Dionex