Exhibit
10.7


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.


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.


                (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 salary thereby in lieu of notice of termination or, with respect to a
member of the Board who is



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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.  With
respect to the Performance Period that commenced November 1, 2003 only, the
amount of the payout will be paid within 180 days of the date of death or
termination and will be prorated on the basis of the percentage of time from
the commencement of the Performance Period to the date of death or termination
over the full Performance Period and will be based on the amount of the Target
Award.


(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. 
With respect to the Performance Period that commenced November 1, 2003
only, the payout, if any, will be prorated on the basis of the percentage of
time from the commencement of the Performance Period to the date of retirement
over the full Performance 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.  With respect to the Performance
Periods that commenced November 1, 2003



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and November 1, 2004 only, the
payout, if any, will be prorated on the basis of the percentage of time from
the commencement of the Performance Period to the date of demotion over the
full Performance 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 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.  With respect to
the Performance Periods that commenced November 1, 2003 and November 1, 2004
only, an Awardee who ceases to employed under a Workforce Management Program of
the Company or its Subsidiary at any time during a Performance Period, shall
not be eligible to receive a payout with respect to such Performance Periods.


(f)            In the event of a Change In Control
of the Company (as defined in Section 15(c) of the 1999 Stock Plan or any
successor), an Awardee shall, at the earlier of the end of the Performance
Period or the termination date of the Program, be guaranteed to receive 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 Program by the Company’s corporate finance
department); except that, with respect to any Performance Period in which such
Change in 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 in
Control, and the denominator of which is the number of days in the 12-month
period.


Section 7.              Restrictions
on Sale 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.


Section 8.              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



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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 9.              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 10.            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;



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(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; 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 11.  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,
and that the recipient’s 



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country may have
different data privacy laws and protections than Awardee’s country.  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 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 12.            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 13.            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 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.



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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.


	
  

  	
  AGILENT TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name]

  
	
   

  	
  [Title]

  



 


 


	
  Accepted and agreed as to the foregoing:

  
	
   

  
	
  AWARDEE

  
	
   

  
	
   

  	
   

  
	
  Name

  
	
   

  
	
   

  	
   

  
	
  Date

  



 



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