Exhibit
10.4


AGILENT
TECHNOLOGIES, INC.


1999
Stock Plan


Stock
Award Agreement (“Award Agreement”)


For
Awards Granted to Employees in China and Thailand


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.


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.


(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 immediately 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. 
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.


Notwithstanding
any terms of the Plan or this Stock Award Agreement to the contrary, no shares will be issued in connection with
this Stock Award.  As soon as practicable
after each vesting date described in Section 2 above, Awardee shall receive a
cash payment equal to the Fair Market Value of the underlying shares on the
vesting date.


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 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.  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 that
cannot be satisfied by the means previously described.  The Company may refuse to deliver payment 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 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)         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; and


(12)         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 and
Employer 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, 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 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.  Awardee
hereby understands that Data will be held only as long as is necessary to
implement, administer and manage the Awardee’s participation in the Plan.  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.  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.


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 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.











 


	
  

  	
  AGILENT TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name]

  
	
   

  	
  [Title]

  
	
   

  	
   

  
	
   

  	
   

  



Accepted
and agreed as to the foregoing:


AWARDEE


	
  

  	
   

  
	
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