Exhibit 10.24


 


AGILENT
TECHNOLOGIES, INC.


 


1999
Stock Plan


Stock
Award Agreement (“Award Agreement”)


For
Standard Restricted Stock Unit Awards Granted to Employees


 


Section 1.                                          Grant of Stock Award.  This Stock
Award Agreement, dated as of the date of grant indicated in your
account maintained by the company providing administrative services in
connection with the Plan (as defined below) (the “External Administrator”), is entered into between Agilent
Technologies, Inc. (the “Company”), and you as an individual who has been
granted Restricted Stock Units (the “Awardee”) pursuant to the Agilent
Technologies, Inc. 1999 Stock Plan (the “Plan”).  This Stock Award represents the right to
receive  the number of shares of
the Company’s $0.01 par value voting common stock indicated in the Awardee’s External
Administrator account subject to the fulfillment of the conditions set forth
below and pursuant to and subject to the terms and conditions set forth in the
Plan.  The Stock Award is an unfunded and unsecured promise by the
Company to deliver shares in the future.  Capitalized terms used and not otherwise defined
herein are used with the same meanings as in the Plan.


 


Section 2.                                          Vesting
Period.  So long as Awardee
remains an Awardee Eligible to Vest, the Stock Award shall vest as to 25% of
the shares beginning on the first anniversary of the date of grant stated in Section 1
above and another 25% on each subsequent anniversary of the date of grant so
that the Stock Award is fully vested on the fourth anniversary of the date of
grant.   The Stock Award shall be settled no later than
the fifteenth day of the third month following the later of (i) the last
day of the calendar year in which the Stock Award vests or (ii) the last
day of the Company’s fiscal year in which the Stock Award vests.


 


Section 3.                                          Nontransferability
of Stock Award.  This Stock Award
shall not be transferable by Awardee otherwise than by will or by the laws of
descent and distribution.  The terms of
this Stock Award shall be binding on the executors, administrators, heirs and
successors of Awardee.


 


Section 4.                                          Termination of Employment or
Service.


 


(a)                                  Any
unvested Stock Award shall be forfeited immediately when the Awardee ceases to
be an Awardee Eligible to Vest, unless the Awardee ceases to be an Awardee
Eligible to Vest due to Awardee’s death, total and permanent disability,
retirement or participation in the Company’s Workforce Management Program.  Except as the Committee may otherwise
determine, termination of Awardee’s employment or service for any reason shall
occur on the date such Awardee ceases to perform services for the Company or
any Affiliate without regard to whether such Awardee continues thereafter to
receive any compensatory payments therefrom or is paid salary thereby in lieu
of notice of termination or, with respect to a member of the Board who is not
also an employee of the Company or any Subsidiary, the date such Awardee is no
longer a member of the Board.


 


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(b)                                 Notwithstanding
any provision in the Plan to the contrary, if an Awardee dies while an
Employee, the Stock Award shall immediately vest in full.  The vested portion of the Stock Award shall
be delivered to the executor or administrator of the Awardee’s estate or, if
none, by the person(s) entitled to receive the vested Stock Award under
the Awardee’s will or the laws of descent or distribution.


 


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


 


(d)                                 In
the event of a Change of Control of the Company (as defined in Section 15(c) of
the Plan or any successor), the Stock Award shall vest in full immediately
prior to the closing of the transaction. 
The foregoing shall not apply where the Stock Award is assumed,
converted or replaced in full by the successor corporation or a parent or
subsidiary of the successor; provided, however, that in the event of a Change
of Control in which one or more of the successor or a parent or subsidiary of
the successor has issued publicly traded equity securities, the assumption,
conversion, replacement or continuation shall be made by an entity with
publicly traded securities and shall provide that the holders of such assumed,
converted, replaced or continued Stock Awards shall be able to acquire such
publicly traded securities.


 


(e)                                  Sections
12(b), (c), (d) and (e) of the Plan shall not apply to this Stock
Award.


 


Section 5.                                          Restrictions
on Issuance of Shares of Common Stock. 
The Company shall not be obligated to issue any shares of Common Stock
pursuant to this Stock Award unless the shares are at that time effectively
registered or exempt from registration under the U.S. Securities Act of 1933,
as amended, and, as applicable, local laws.


 


Section 6.                                          Responsibility
for Taxes.  Regardless of any action the Company  or Awardee’s employer (the “Employer”)
takes with respect to any or all income tax, social insurance, payroll tax or
other tax-related withholding (the “Tax-Related Items”), Awardee acknowledges
that the ultimate liability for all Tax-Related Items legally due by Awardee is
and remains Awardee’s responsibility and that the Company and/or the Employer (1) make
no representations or undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of the Stock Award, including the grant and
vesting of the Stock Award, the subsequent sale of shares of Common Stock
acquired pursuant to the Stock Award and the receipt of any dividends or other
distributions, if any; and (2) do not commit to structure the terms of the
grant or any aspect of the Stock Award to reduce or eliminate Awardee’s
liability for Tax-Related Items.


 


Awardee
authorizes the Company and/or the Employer to, in the sole discretion of the
Company and/or the Employer, withhold all applicable Tax-Related Items legally
payable by Awardee from Awardee’s wages or other cash compensation paid to
Awardee by the Company and/or the Employer, within legal limits, or from
proceeds of the sale of shares of Common Stock. 
Alternatively, or in addition, if permissible under local law, the
Company may in its sole discretion (1) sell or arrange for the sale of
shares of Common Stock that Awardee acquires to 


 


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meet the withholding
obligation for Tax-Related Items, and/or (2) withhold in shares of Common
Stock, provided that the Company only withholds the amount of shares of Common
Stock necessary to satisfy the minimum withholding amount.


 


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


 


Section 7.                                          Adjustment.  The number of shares of Common Stock subject
to this Stock Award and the price per share, if any, of such shares may be
adjusted by the Company from time to time pursuant to the Plan.


 


Section 8.                                          Nature
of the Award.  By accepting this
Stock Award, Awardee acknowledges that:


 


(1)                                  the Plan is established voluntarily by the
Company, it is discretionary in nature and it may be modified, amended,
suspended or terminated by the Company at any time, unless otherwise provided
in the Plan and this Award Agreement;


 


(2)                                  the grant of the Stock Award is voluntary and
occasional and does not create any contractual or other right to receive future
grants of Stock Award, or benefits in lieu of Stock Awards, even if Stock
Awards have been granted repeatedly in the past;


 


(3)                                  all decisions with respect to future Stock
Award grants, if any, will be at the sole discretion of the Company;


 


(4)                                  participation in the Plan shall not create a
right to further employment with the Employer and shall not interfere with the
ability of the Employer to terminate Awardee’s employment relationship at any
time;


 


(5)                                  participating in the Plan is voluntary;


 


(6)                                  the Stock Award is an extraordinary item that
does not constitute compensation of any kind for services of any kind rendered
to the Company or the Employer, and which is outside the scope of Awardee’s
employment contract, if any;


 


(7)                                  the Stock Award is not part of normal or
expected compensation or salary for any purposes, including, but not limited
to, calculating any severance, resignation, termination, redundancy, end of
service payments, bonuses, long-service awards, pension or retirement benefits
or similar payments and in no event should be considered as compensation for,
or relating in any way to, past services to the Company or the Employer;


 


(8)                                  in the event Awardee is not an employee of
the Company, the Stock Award will not be interpreted to form an employment
contract or relationship with the 


 


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Company; and furthermore, the Stock Award will not
be interpreted to form an employment contract with the Employer or any
subsidiary or affiliate of the Company;


 


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


 


(10)                            if Awardee accepts the Stock Award and
obtains shares of Common Stock, the value of those shares of Common Stock
acquired may increase or decrease in value;


 


(11)                            in consideration of the grant of the Stock
Award, no claim or entitlement to compensation or damages shall arise from
termination of the Stock Award or diminution in value of the Stock Award or
shares of Common Stock acquired under the Stock Award resulting from
termination of Awardee’s employment by the Company or the Employer and Awardee
irrevocably releases the Company  and
the Employer from any such claim that may arise; if, notwithstanding the
foregoing, any such claim is found by a court of competent jurisdiction to have
arisen, then, by signing this Award Agreement, Awardee shall be deemed
irrevocably to have waived Awardee’s entitlement to pursue such claim;


 


(12)                            by accepting the grant of this Stock
Award through the methods described in Section 18 below, the Awardee and
the Company agree that this Stock Award is granted under and governed by the
terms and conditions of the Plan and this Award Agreement, and the Awardee
acknowledges that he or she agrees to accept as binding, conclusive and final
all decisions or interpretations of the Company and/or the External Administrator
upon any questions relating to the Plan and Award Agreement; and


 


(13)                            the Awardee acknowledges that this Award
Agreement is between the Awardee and the Company, and that the Awardee’s local
employer is not a party to this Award Agreement.


 


Section 9.                                          Data
Privacy.  The Awardee explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of the Awardee’s personal data as
described in this document by and among, as applicable, the Company, the Employer
and the External Administrator for the exclusive purpose of implementing,
administering and managing Awardee’s participation in the Plan.


 


Awardee hereby understands that the Company and the Employer
hold certain personal information about the Awardee, including, but not limited
to, Awardee’s name, home address and telephone number, date of birth, social
insurance or other identification number, salary, nationality, job title, any
shares of stock or directorships held in the Company, details of all Stock
Awards or any other entitlement to shares of Common Stock awarded, canceled,
exercised, vested, unvested or outstanding in the Awardee’s favor, for the purpose
of implementing, administering and managing the Plan (“Data”).  Awardee hereby understands that Data may be
transferred to any third parties (including the External Administrator) assisting
in the implementation, administration and management of the Plan, that these
recipients may be located in Awardee’s country or elsewhere, such as outside
the European Economic Area, and that the recipient’s country may have different
data privacy laws and 


 


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protections than Awardee’s country.  All such transfers of Data will be in
accordance with the Company’s Privacy Policies and Guidelines.  Awardee hereby understands that Awardee may
request a list with the names and addresses of any potential recipients of the Data
by contacting Awardee’s local human resources representative.  Awardee authorizes the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for
the purposes of implementing, administering and managing the Awardee’s
participation in the Plan, including any requisite transfer of such Data as may
be required to a broker or other third party with whom Awardee may elect to
deposit any Common Stock acquired upon vesting of the Stock Award.  Awardee hereby understands that Awardee may,
at any time, view Data, request additional information about the storage and
processing of Data, require any necessary amendments to Data or refuse or
withdraw the consents herein, in any case without cost, by contacting in
writing Awardee’s local human resources representative.  Awardee hereby understands, however, that
refusing or withdrawing the Awardee’s consent may affect the Awardee’s ability
to participate in the Plan.  For more
information on the consequences of Awardee’s refusal to consent or withdrawal
of consent, Awardee understands that he or she may contact his or her human
resources representative responsible for Awardee’s country at the local or
regional level.


 


Section 10.                                   No Rights Until Issuance.  Awardee shall have no rights hereunder as a
shareholder with respect to any shares subject to this Stock Award until the
date that shares of Common Stock are issued to the Awardee.  The Committee in its sole discretion may
substitute a cash payment in lieu of shares of Common Stock, such cash payment
to be equal to the Fair Market Value of the Shares on the date that such Shares
would have otherwise been issued under the terms of the Plan.


 


Section 11.                                   Administrative
Procedures.  Awardee agrees to follow the
administrative procedures that may be established by the Company and/or its
designated broker for participation in the Plan which may include a requirement
that the shares issued upon vesting be held by the Company’s designated broker until
the Awardee disposes of such shares.  Awardee further agrees that the Company may
determine the actual method of withholding for Tax-Related Items as described
in Section 6 above.


 


Section 12.                                   Governing
Law and Venue.  This Award
Agreement shall be governed by and construed according to the laws of the State
of Delaware without regard to its principles of conflicts of laws as provided
in the Plan.  Any proceeding arising out
of or relating to this Award Agreement or the Plan may be brought only in the
state or federal courts located in the Northern District of California where
this grant is made and/or to be performed, and the parties to this Award
Agreement consent to the exclusive jurisdiction of such courts.


 


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


 


Section 14.                                   Language.  If the Awardee has received this or any other
document related to the Plan translated into a language other than English and
if the translated version is different than the English version, the English
version will control.


 


Section 15.                                   Electronic
Delivery.  The Company may, in
its sole discretion, decide to deliver any documents related to the Stock Award
granted under (and participation in) the Plan 


 


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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.


 


Section 16.                                   Severability.  The provisions of this Award Agreement are
severable and if any one or more provisions are determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and enforceable.


 


Section 17.                                   Entire
Agreement.  The Plan is
incorporated herein by reference.  The
Plan and this Award Agreement constitute the entire agreement of the parties
with respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and Awardee with respect to
the subject matter hereof, and may not be modified adversely to the Awardee’s
interest except by means of a writing signed by the Company and the Awardee.


 


Section 18.                                   Acceptance
and Rejection.  This Award Agreement is one of the documents
governing this Stock Award, which the Awardee may accept or reject online
through the External Administrator’s website. 
If the Awardee has not rejected this Stock Award by the time of the
first vesting event, the Awardee will be deemed to have accepted this Stock
Award, and the shares of Common Stock vested pursuant to the Stock Award will
be issued and taxed accordingly.


 


Section 19.                                   Plan
Document Acknowledgment.  The Awardee further acknowledges that he or
she has read and specifically and expressly approves the following sections of
the Award Agreement: Nontransferability of Stock Award; Restrictions on
Issuance of Shares of Common Stock; Responsibility for Taxes; Nature of the
Award; Data Privacy; No Rights Until Issuance; Governing Law and Venue;
Language; Electronic Delivery and Entire Agreement.


 


 


	
   

  	
  AGILENT
  TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  D. Craig Nordlund

  
	
   

  	
  Senior
  Vice President, General Counsel and

  
	
   

  	
  Secretary

  



 


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