Amended and Restated 1999 Non-Employee Director Stock Plan



 Exhibit 10.19 
  
 AGILENT TECHNOLOGIES, INC. 
  
 1999 NON-EMPLOYEE DIRECTOR STOCK PLAN 
  
 Amended and Restated, Effective January 20, 2004 
  
 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 under the Plan for any reason expires or is
terminated without having been exercised in full, the shares allocable to the unexercised portion of such option 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 shareholders 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
Common Stock grant (as defined in Section 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 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 Lead Director, 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 sixty-five thousand dollars ($65,000.00) in cash (the “Cash Payment”). 
  
 In addition, Non-Employee Directors who serve as the chairperson of a Board committee shall be entitled to a “Committee Chair Premium”.
Specifically, the chairpersons of both the Compensation Committee and the Audit and Finance Committee of the Board, provided they are not the Lead Director, shall, on an annual basis, receive an additional ten thousand dollars ($10,000.00) in cash
and the chairperson of all other Board committees, provided that they are not the Lead Director, shall, on an annual basis, receive an additional five thousand dollars ($5000.00) in cash. 
  
 The Lead Director 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 one hundred thousand dollars ($100,000.00) in cash. The Lead Director shall not be eligible to receive any Committee Chair Premiums. 
  
 (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 
  

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 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 any Option Payment shall be granted automatically on the later of March 1 of each
Plan Year (or, if March 1 is not a business day, on the next succeeding business day) or the first business day following the annual shareholders meeting. 
  
 (ii) Number of Shares Subject to Option. The number of shares to be subject to an option granted pursuant to the Plan shall be an amount necessary
to make such option equal in value, 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) a fraction determined by dividing 1 by the Multiplier, as defined below, and (ii) the Fair Market Value of a share of Common Stock on the date of grant. 
  
 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
March 1 with respect to any succeeding Plan Year. The number of shares to be subject to the option shall be equal to the largest number of whole shares determined as follows: 
  

									
	 $75,000.00

	  	 	  	 
	 The average Fair Market Value for the preceding
 20 trading days ending with the grant/payment date
	  	x	  	Multiplier	  	=	  	Number of shares

  
 (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 only by written notice to the Company at its head office accompanied by payment in cash of the
full consideration for the shares as to which they are exercised. 
  
 (v) Period of Option. The option will not be exercisable until the one-year anniversary of the grant date, at which time it shall be vested as to all the shares represented by the option. 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. 
  

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 (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) Cash Payment and Committee Chair Premiums. Unless a Non-Employee
Director has properly elected to defer all or part of the cash component of her or her Annual Retainer and Committee Chair Premium under a deferred compensation plan sponsored by the Company, all Cash Payments and Committee Chair Premiums shall be
made in a lump sum payment as soon as practicable following the grant of the Option Payment. 
  
 (d) 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. 
  
 (e) Form of Issuance of Shares. Shares issued under the Plan shall be
in either book entry form or in certificate form as determined by the Company. 
  
 (f) 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 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. 
  

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 (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 shareholder 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 average of the highest and lowest quoted sales prices for the Common Stock as of such date (or if no sales were reported on such date, the average on the last preceding day a sale was made) as quoted on the stock exchange
or national market system on which the Common Stock is listed, with the highest trading volume, as reported in such source as the Company shall determine. 
  
 “Lead Director” shall mean the Non-Employee Director that is appointed to serve as the Lead Director for the full Board meetings. 

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

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 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 California and construed accordingly. 
  
 15. Shareholder Approval. The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months after the date the Plan is adopted. Such shareholder 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. 
  

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