Exhibit 10.23


 


AGILENT
TECHNOLOGIES, INC.


 


1999
Stock Plan


Stock
Award Agreement (“Award Agreement”)


Under The
Long-Term Performance Program


 


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
Long-Term Performance Program (“LTPP”) and the administrative rules thereunder.  Capitalized terms used and not otherwise
defined herein are used with the same meanings as in the Plan.


 


Section 2.                                          Performance
Period.  This Stock Award shall
vest upon the achievement of Objective Business Criteria (as set forth below)
over a period of three years from the date stated in Section 1 above.


 


Section 3.                                          Objective
Business Criteria.  This Stock
Award shall not vest and no shares of Common Stock will be issued to the
Awardee until the Committee has certified in writing that the Objective
Business Criteria set forth under the LTPP have been achieved or exceeded,
except as set forth in Section 5. 
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 4.                                          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 5.                                          Termination of Employment or
Service; Change of Control.


 


(a)                                       An
Awardee who, whether voluntarily or involuntarily, terminates from the Company
or otherwise ceases to be employed in a participating position at any time
during a Performance Period, shall not be eligible to receive a payout except
as set forth in this Section 5. 
Except as provided in this Section 5, in order to receive payment
of the Stock Award upon vesting, the Awardee must be listed on the payroll of
the Company or an Affiliate on the date when the Stock Award is paid out.  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 


 


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salary thereby in lieu
of notice of termination or, with respect to a member of the Board who is not
also an employee of the Company or any Subsidiary, the date such Awardee is no
longer a member of the Board.


 


(b)                                      An
Awardee who dies or terminates employment as a result of becoming totally and
permanently disabled during a Performance Period shall have paid to his or her
estate or designated beneficiaries or, in the case of disability, either (i) him
or her or (ii) his or her legally appointed guardian, at the end of the
Performance Period, a payout based on the full amount of the specified
percentage of the Target Award determined by the Committee under Section 3
for the full Performance Period; except that, with respect to any Performance
Period in which such death or termination of employment occurs during the first
12 months of the Performance Period, the payout for such Performance Period
shall equal an amount calculated by multiplying (a) the Award determined
under Section 3 for the full Performance Period times (b) a fraction,
the numerator of which is the number of days from the beginning of the
Performance Period to the date of such death or termination of employment, and
the denominator of which is the number of days in the 12-month period.


 


(c)                                       Unless
otherwise required under local law, an Awardee who retires (in accordance with
the Company’s then current retirement policy) during a Performance Period
shall, at the end of the Performance Period, be entitled to receive his or her
Long-Term Performance Program payout based on the full amount of the specified
percentage of the Target Award determined by the Committee under Section 3
for the full Performance Period; except that, with respect to any Performance
Period in which such retirement occurs during the first 12 months of the
Performance Period, the payout for such Performance Period shall equal an
amount calculated by multiplying (a) the amount determined  under Section 3 for the full Performance
Period times (b) a fraction, the numerator of which is the number of days
from the beginning of the Performance Period to the date of such retirement,
and the denominator of which is the number of days in the 12-month period.


 


(d)                                      An
Awardee who is demoted from eligibility and accordingly ceases to be employed
in a participating position at any time during a Performance Period shall, at
the end of the Performance Period, be entitled to receive his or her Long-Term
Performance Program payout based on the full amount of the specified percentage
of the Target Award determined by the Committee under Section 3 for the
full Performance Period; except that, with respect to any Performance Period in
which such demotion occurs during the first 12 months of the Performance
Period, the payout for such Performance Period shall equal an amount calculated
by multiplying (a) the amount determined 
under Section 3 for the full Performance Period times (b) a
fraction, the numerator of which is the number of days from the beginning of
the Performance Period to the date of such demotion, and the denominator of
which is the number of days in the 12-month period.


 


(e)                                       An
Awardee who terminates employment at any time during a Performance Period under
a Workforce Management Program of the Company or its Subsidiary shall, at the
end of the Performance Period, be entitled to receive his or her Long-Term
Performance Program payout based on the full amount of the specified percentage
of the Target Award determined by the Committee under Section 3 for the
full Performance Period; except that, with 


 


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respect to any Performance
Period in which such termination of employment occurs during the first 12
months of the Performance Period, the payout for such Performance Period shall
equal an amount calculated by multiplying (a) the amount determined  under Section 3 for the full Performance
Period times (b) a fraction, the numerator of which is the number of days
from the beginning of the Performance Period to the date of such termination of
employment, and the denominator of which is the number of days in the 12-month
period.


 


(f)                                         In
the event of a Change of Control of the Company (as defined in Section 15(c) of
the 1999 Stock Plan or any successor), an Awardee shall receive, at the end of
the Performance Period, a Long-Term Performance Program payout that is
equivalent to the greater of the Target Award or the accrued amount of the
payout (i.e., the amount accrued as the expected liability for this LTPP by the
Company’s corporate finance department); except that, with respect to any
Performance Period in which such Change of Control occurs during the first 12
months of the Performance Period, the payout for such Performance Period shall
equal an amount calculated by multiplying (a) the amount determined  herein times (b) a fraction, the
numerator of which is the number of days from the beginning of the Performance
Period to the date of such Change of Control, and the denominator of which is
the number of days in the 12-month period.


 


(g)                                      Payments
under Sections 5(b)–(f) shall be settled no later than the later of (i) the
last day of the calendar year in which the Stock Award vests or (ii) the
fifteenth day of the third month following the vesting of the Stock Award,
unless the recipient is a “specified employee” as provided below, in which case
the terms of Section 5(h) shall apply.


 


(h)                                      For
purposes of this Award Agreement, a termination of employment will be
determined consistent with the rules relating to “separation from service”
as defined in Treasury Regulation Section 1.409A-1(h).  Notwithstanding anything else provided
herein, to the extent any payments provided under this Award Agreement in
connection with your termination of employment constitute deferred compensation
subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”),
and you are deemed at the time of such termination of employment to be a “specified
employee,” (as defined in Treasury Regulation Section 1.409A-1(i)), then,
to the extent required by Section 409A, such payment shall not be made or
commence until the earlier of (i) the expiration of the 6-month period
measured from your separation from service from the Company or (ii) the
date of your death following such a separation from service.  To the extent that any provision of this
Award Agreement is ambiguous as to its compliance with Section 409A, the
provision will be read in such a manner so that all payments hereunder comply
with Section 409A.


 


Section 6.                                          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 7.                                          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 


 


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remains Awardee’s responsibility and that the Company and/or the
Employer (1) make no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of the Stock
Award, including the grant and vesting of the Stock Award, the subsequent sale
of shares of Common Stock acquired pursuant to the Stock Award and the receipt
of any dividends or other distributions, if any; and (2) do not commit to
structure the terms of the grant or any aspect of the Stock Award to reduce or
eliminate Awardee’s liability for Tax-Related Items.


 


Awardee authorizes the
Company and/or the Employer to, in the sole discretion of the Company and/or
the Employer, withhold all applicable Tax-Related Items legally payable by
Awardee from Awardee’s wages or other cash compensation paid to Awardee by the
Company and/or the Employer, within legal limits, or from proceeds of the sale
of shares of Common Stock. 
Alternatively, or in addition, if permissible under local law, the Company
may in its sole discretion (1) sell or arrange for the sale of shares of
Common Stock that Awardee acquires to meet the withholding obligation for
Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided
that the Company only withholds the amount of shares of Common Stock necessary
to satisfy the minimum withholding amount. 
Finally, Awardee shall pay to the Company or the Employer any amount of
Tax-Related Items that the Company or the Employer may be required to withhold
as a result of Awardee’s 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 8.                                          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 9.                                          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;


 


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


 


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


 


(8)                                  in the event Awardee is not an employee of
the Company, the Stock Award will not be interpreted to form an employment
contract or relationship with the Company; and furthermore, the Stock Award
will not be interpreted to form an employment contract with the Employer or any
subsidiary or affiliate of the Company;


 


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


 


(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;


 


(12)                            by accepting the grant of this Stock Award, 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 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 10.                                   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, or other identification number, salary, nationality, job title, 


 


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any shares of stock or directorships held in the Company, details of
all Stock Awards or any other entitlement to shares of Common Stock awarded,
canceled, exercised, vested, unvested or outstanding in the Awardee’s favor,
for the purpose of implementing, administering and managing the Plan (“Data”).  Awardee hereby understands that Data may be
transferred to any third parties (including the External Administrator)
assisting in the implementation, administration and management of the Plan,
that these recipients may be located in Awardee’s country or elsewhere, such as
outside the European Economic Area and that the recipient’s country may have
different data privacy laws and protections than Awardee’s country.  All such transfers of Data will be in
accordance with the Company’s Privacy Policies and Guidelines.  Awardee hereby understands that Awardee may
request a list with the names and addresses of any potential recipients of the
Data by contacting Awardee’s local human resources representative.  Awardee authorizes the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for
the purposes of implementing, administering and managing the Awardee’s
participation in the 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 11.                                   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 LTPP.


 


Section 12.                                   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 7 above.  The
method for acceptance of this Award will vary in accordance with local
law.  Depending upon the country in which
the Awardee works, he or she will either have to use the electronic process set
forth on the External Administrator’s website and/or sign a hard-copy of the
Award Agreement and then return it to the Agilent Shareholder Records
Department.


 


Section 13.                                   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 


 


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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 14.                                   Amendment.  This Stock Award may be amended as provided
in the Plan and the LTPP.


 


Section 15.                                   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 16.                                   Electronic
Delivery.  The Company may, in
its sole discretion, decide to deliver any documents related to the Stock Award
granted under (and participation in) the Plan or future awards that may be
granted under the Plan by electronic means or to request the Awardee’s consent
to participate in the Plan by electronic means. 
The Awardee hereby consents to receive such documents by electronic
delivery and, if requested, to agree to participate in the Plan through an
on-line or electronic system established and maintained by the Company or
another third party designated by the Company.


 


Section 17.                                   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 18.                                   Entire Agreement.  The
Plan is incorporated herein by reference. 
The Plan, the LTPP 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.


 


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  AGILENT TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ William P. Sullivan

  
	
   

  	
  William P. Sullivan

  
	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ D. Craig Nordlund

  
	
   

  	
  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:


 


Brazil, Germany, India, Israel, Italy, Japan,
Malaysia, the Netherlands, Singapore, Spain, and Switzerland. France and the
United Kingdom must use country-specific award agreements.


 


Please fax all pages to Shareholder Records,
fax number: (408) 345-8237


 


 


PRINT AND KEEP A
COPY FOR YOUR RECORDS


 


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