Exhibit 10.22


 


U.S. Tax Law Amendment to


AGILENT TECHNOLOGIES, INC.


1999 Stock Plan Stock Award Agreement


Under The Long-Term Performance Program


 


This Amendment to Stock Award Agreement (this “Amendment”) 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”), the
Long-Term Performance Program (“LTPP”) and the administrative rules thereunder.  You have received an LTPP award for the
Company fiscal years of FY07-09 and/or FY08-10, as reflected in the Company’s
records and the website of the Company’s External Administrator for the
Plan.  Each of your FY07-09 and/or
FY08-10 LTPP awards is subject to an Award Agreement that has been entered into
between you and the Company (each an “Affected Agreement” and collectively, the
“Affected Agreements”). Capitalized terms used and not otherwise defined herein
are used with the same meanings as in the Plan and in each Affected Agreement.


 


The Company and you hereby agree to amend each of
your Affected Agreements as follows, for purposes of complying with Section 409A
of the United States Internal Revenue Code of 1986, as amended (“Section 409A”).  These changes are designed to avoid potential
tax penalties. Other than as provided below, all other terms of each Affected Agreement
remain unchanged and in full force and effect.


 


Section 3 is hereby amended to add a second
sentence which states, “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
is hereby amended and restated to state
in its entirety:


 


“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.”


 


The title of Section 5
is hereby amended to add the words “Change of Control” and is hereby amended and restated to state in its entirety:


 


“Section 5.                                   Termination of Employment or
Service; Change of Control.”


 


Section 5(f) is
hereby amended to change the time period for payout under that sub-section.  The previous language provided payout “at the
earlier of the end of the Performance Period or the termination date of the
LTPP”.  The amendment removes the “earlier
of” concept and “or the 


 

















 


termination
date of the LTPP”.  Amendment is also
made to refer to Change “of” Control rather than Change “in” Control.  Section 5(f) is hereby amended and
restated to state in its entirety:


 


“(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.”


 


New Sections 5(g) and 5(h) are hereby
added to each Affected Agreement as follows to further clarify the timing of
payments in compliance with Section 409A:


 


“(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.”


 

















 


The
Plan is incorporated herein by reference. 
The Plan, the LTPP, each Affected Agreement and this Amendment 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.


 


By
accepting this Amendment to Stock Award Agreement through the electronic
process set forth on the External Administrator’s website, or by signing below,
you agree to the terms of this Amendment effective as of December 30, 2008
as to each of your Affected Agreements.


 


	
   

  	
  AGILENT TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
  /s/
  D. Craig Nordlund

  
	
   

  	
  By:
  D. Craig Nordlund

  
	
   

  	
  Senior
  Vice President, General Counsel and Secretary

  



 


 


Accepted and agreed as to the foregoing:


 


AWARDEE


 


 


	
   

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Print Name

  	
   

  



 


Please sign this agreement on or before December 31, 2008 and fax
all pages to Shareholder Records, fax number: (408) 345-8237.


 


 


PRINT AND KEEP A COPY FOR YOUR RECORDS