Exhibit 10.1


AGILENT
TECHNOLOGIES, INC. PERFORMANCE-BASED COMPENSATION

PLAN FOR COVERED EMPLOYEES


Amended
and Restated Effective May 1, 2007


1.             Purpose.  The purpose of the Agilent Technologies,
Inc. Performance-Based Compensation Plan for Covered Employees is to provide
certain employees of Agilent Technologies, Inc. and its subsidiaries with
incentive compensation based upon the level of achievement of financial,
business and other performance criteria.


2.             Definitions.  As used in the Plan, the following terms
shall have the meanings set forth below:


(a)            “Affiliate”
shall mean (i) any entity that, directly or indirectly, is controlled by the
Company and (ii) any entity in which the Company has a significant equity
interest, in either case as determined by the Committee.


(b)           “AFM”
shall mean the Company’s Accounting and Financial Manual, as posted from time
to time on the Company’s internal web site.


(c)            “Base Pay”
shall mean the annual base rate of cash compensation, excluding bonuses,
commissions, overtime pay, Variable Payments, Target Variable Payments, shift
differential, payments under the Agilent Technologies, Inc. Disability Plan and
the Agilent Technologies, Inc. Supplemental Income Protection Plan, or any
other additional compensation.


(d)           “Board”
shall mean the Board of Directors of the Company.


(e)            “Code”
shall mean the Internal Revenue Code of 1986 and the regulations promulgated
thereunder, all as amended from time to time and any successors thereto.


(f)              “Committee”
shall mean the Committee designated pursuant to Section 4 of the Plan.


(g)           “Company”
shall mean Agilent Technologies, Inc., a Delaware corporation.


(h)           “Covered
Officer” shall mean at any date (i) any individual who with respect
to the previous taxable year of the Company, was a “covered employee” of the
Company within the meaning of Section 162(m); provided, however that the term “Covered
Officer” shall not include any such individual who is designated by the
Committee, in its sole discretion, at the time of any Variable Payment or at any
subsequent time, as reasonably expected not to be such a “covered employee”
with respect to the then current taxable year of the Company, and (ii) any
individual who is designated by the Committee, in its sole discretion, at the
time of any Variable Payment or at any subsequent



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time, as reasonably
expected to be such a “covered employee” with respect to the then current
taxable year of the Company or with respect to the taxable year of the Company
in which any applicable Variable Payment will be paid.


(i)               “Fiscal Year” shall mean the twelve-month period from
November 1 through October 31.


(j)               “Net Order Dollars” shall be as defined in the Company’s
Corporate Marketing Policy, as posted on the Company’s internal web site at the
start of the Performance Period.


(k)            “Net Profit
Dollars” shall be as defined in the AFM at the start of the
Performance Period.


(l)               “Net Profit Growth” shall be defined with respect to any
Performance Period as determined by the Committee, in its sole discretion.


(m)         “Net Revenue
Dollars” shall be as defined in the AFM at the start of the
Performance Period.


(n)           “Participant”
shall mean each salaried employee of the Company or its Affiliates in active
service whose position is designated by the Committee as eligible for
participation in the Plan and who is selected by the Committee for
participation in the Plan prior to the Predetermination Date.


(o)           “Performance
Measure” shall mean any measurable criteria tied to the Company’s
success that the Committee may determine, including Net Order Dollars, Net
Profit Dollars, Net Profit Growth, Net Revenue Dollars, Revenue Growth,
individual performance, earnings per share, return on assets, return on equity,
return on invested capital, other Company and business unit financial
objectives, customer satisfaction indicators and operational efficiency
measures.


(p)           “Performance
Period” shall mean a six-month period of time based upon the halves
of the Company’s Fiscal Year, or such other time period as shall be determined
by the Committee.



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(q)           “Plan”
shall mean the Agilent Technologies, Inc. Performance-Based Compensation Plan
for Covered Employees, as amended from time to time.


(r)              “Predetermination
Date” shall mean (i) the earlier of, a date 90 days after the
commencement of the Performance Period, or a date not later than the expiration
of 25% of the Performance Period, provided that the satisfaction of selected
Performance Measures is substantially uncertain at such time, or (ii) such
other date on which a performance goal is considered to be pre-established
pursuant to Section 162(m).


(s)            “Revenue
Growth” shall be defined with respect to any Performance Period as
determined by the Committee, in its sole discretion.


(t)              “Section
162(m)” shall mean Section 162(m) of the Code.


(u)           “Target
Variable Payment” shall mean a Variable Payment amount that may be
paid if 100% of all applicable Performance Measures are achieved in the
Performance Period.  The Target Variable
Payment shall be equal to a fixed percentage of the Participant’s Base Pay for
such Performance Period.  Except as
otherwise provided in Section 6, the Committee shall determine such percentage
prior to the Predetermination Date.


(v)           “Threshold
Variable Payment Percentage” shall mean a Variable Payment amount
that may be paid if the minimum level (or percentage) of applicable Performance
Measures is achieved for a Performance Period.


(w)         “Variable
Payment” shall mean a cash payment, which may be an addition to Base
Pay, made pursuant to the Plan with respect to a particular Performance Period.  The amount of a Variable Payment may be less
than, equal to or greater than the Target Variable Payment; provided, however,
that a Variable Payment shall not be greater than an amount equal to two
hundred percent (200%) of the Target Variable Payment.


3.             Eligibility.  Persons employed by the Company or any of
its Affiliates during a Performance Period and in active service are eligible
to be Participants under the Plan for such Performance Period, whether or not
so employed or living at the date a Variable Payment is paid, and may be
considered by the Committee for a Variable Payment.  A Participant is not rendered ineligible to
be a Participant by reason of being a member of the Board.  Notwithstanding anything herein to the
contrary, the Committee shall have sole discretion to designate or approve the
Participants for any given Performance Period.



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4.             Administration.


(a)            Unless otherwise
designated by the Board, the Compensation Committee of the Board shall be the
Committee under the Plan.  A director may
serve as a member or an alternate member of the Committee only during periods
in which the director is an “outside director” as described in Section
162(m).  Subsequent determination that a
member or alternate member of the Committee was not an “outside director” shall
not invalidate the actions taken by the Committee during such period.  The Committee shall have full power and
authority to construe, interpret and administer the Plan.  It may issue rules and regulations for
administration of the Plan and shall meet at such times and places as it may
determine.  A majority of the members of
the Committee shall constitute a quorum and all decisions of the Committee
shall be final, conclusive and binding upon all parties, including the Company,
its stockholders, employees and Participants.


(b)           The expenses of the
administration of the Plan shall be borne by the Company.


5.             Term.  Subject to Section 10(l), the amended and restated Plan shall be effective as of May
1, 2007, and shall be applicable for future Performance Periods unless amended
or terminated by the Board or the Committee pursuant to Section 10(e).


6.                                      Determination
of Plan Participants, Variable Payment Factors and Performance Measures.


(a)    In General.  Prior to the Predetermination Date, the Committee
shall designate or approve (A) the positions eligible for participation in the
Plan; (B) the employees in those positions who have been selected for
participation in the Plan for a Performance Period; (B) the applicable
Performance Measures, the Threshold Variable Payment Percentage, the Target
Variable Payment, and the maximum Variable Payments for each Participant; (iii)
the percentages allocated to each Participant for each Performance Measure, and
(iv) the Performance Period.  In
addition, notwithstanding the foregoing, all Performance Measures pertaining to
any Covered Officer shall be of such a nature that an objective third party
having knowledge of all the relevant facts could determine at the end of the
Performance Period whether performance results with respect to such Performance
Measures have been achieved.


(b)    Effect of Corporate
Transactions.  Effective with the
Performance Period commencing May 1, 2007, unless the Committee determines
otherwise prior to the Predetermination Date with respect to a Performance
Period, the Variable Payment shall be adjusted to take into account:
(i) acquisitions, divestitures, and investments that (A) closed in



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the applicable
Performance Period, and (B) were not already taken into account in the
Participant’s Performance Measures for such period.  Any such adjustment shall be applied equally
to all Participants.


7.             Amount
of Variable Payment.


(a)            Calculation.  Within 60 days after the end of the relevant
Performance Period, the Committee shall determine the amount of the Variable
Payment for each Participant by:


(i)                                Determining
the actual performance results for each Performance Measure;


(ii)                             Determining
the amount to which each Participant is entitled based on the percentage
allocated by the Committee to each Performance Measure against the Target
Variable Payment for each Participant; and


(iii)                          Certifying
by resolution duly adopted by the Committee the value of the Variable Payment
for each Participant so determined.


(b)         Committee Discretion.  Notwithstanding any other provision of this
Plan, the Committee may, in the exercise of its sole discretion and based on
any factors the Committee deems appropriate, reduce or eliminate to zero the
amount of a Variable Payment to a Participant otherwise calculated in accordance
with the provisions of Section 7(a) prior to payment thereof.  The Committee shall make a determination of
whether and to what extent to reduce Variable Payments under the Plan for each
Performance Period at such time or times following the close of the Performance
Period as the Committee shall deem appropriate. 
The reduction in the amount of a Variable Payment to a Participant for a
Performance Period shall have no effect on the amount of the Variable Payment
to any other Participant for such period.


(c)          Maximum.  Notwithstanding any
other provision of this Plan, the maximum Variable Payment that may be paid to
a Covered Officer under the Plan with respect to a particular Performance
Period is $1.5 million.  To the extent
the period of time defining a Performance Period is changed by the Committee,
then the maximum Variable Payment that may be paid to a Covered Officer under
the Plan with respect to the Performance Period is an amount that bears the
same pro rata relationship to the new period of time as the above amount does
to the current six-month Performance Period as set by the Committee.



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8.             Payment of Variable
Payment.


(a)          Payment of a Variable
Payment to a Participant shall be made in a cash payment as soon as practicable
after determination of the amount of the Variable Payment under Section 7
above, except to the extent a Participant has made a timely election to defer
the payment of all or any part of such Variable Payment under the Agilent
Technologies, Inc. Deferred Compensation Plan.


(b)         The payment of a Variable
Payment with respect to a specific Performance Period requires that the
employee be on the Company’s payroll as of the end of such Performance Period.


(c)          Payments of Variable
Payments to Participants who are on the payroll of Affiliates of the Company
shall be paid directly by such entities.


9.             Changes
in Status.


(a)          If during a Performance
Period an employee is newly hired or promoted into a position previously
designated by the Committee as eligible for participation under the Plan, such
employee is eligible for selection as a Participant as of the effective date of
hire or  promotion.


The payment of Variable
Pay with respect to all or a portion of a specific Performance Period, as
applicable, requires that the employee be on the Company’s payroll in active
service as of the end of such Performance Period unless the Participant is not
in active service on the last day of the Performance Period due to retirement
or death, in which case the Participant will be eligible to receive a prorated
Variable Payment for days worked with respect to the Performance Period. A
Participant who becomes ineligible for this Plan after the start of the
Performance period is eligible to receive a prorated Variable Payment for days
worked, except as provided in Section 9(b).


(b)         A Participant will
forfeit any Variable Payment for a Performance Period during which a
Participant is involuntarily terminated for cause or voluntarily terminates his
employment with the Company for reasons other than death, permanent and total
disability or retirement, at the age and service-year level set by the Company
or the local law requirements where the Participant is employed.



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10.          Miscellaneous.


(a)          No Assignment.  No portion of any Variable Payment under the
Plan may be assigned or transferred otherwise than by will or the laws of
descent and distribution prior to the payment thereof.


(b)         Tax Requirements.  All payments made pursuant to the Plan or
deferred pursuant to Section 8(a) shall be subject to all applicable taxes or
contributions required by U.S. federal or state law or by non-U.S. local law to
be withheld, in accordance with the procedures to be established by the
Committee.


(c)          No Additional
Participant Rights.  The selection of
an individual for participation in the Plan shall not give such Participant any
right to be retained in the employ of the Company or any of its Affiliates, and
the right of the Company and any such Affiliate to dismiss such Participant or
to terminate any arrangement pursuant to which any such Participant provides
services to the Company, with or without cause, is specifically reserved.  No person shall have claim to a Variable
Payment under the Plan, except as otherwise provided for herein, or to
continued participation under the Plan. 
There is no obligation for uniformity of treatment of Participants under
the Plan.  The benefits provided for
Participants under the Plan shall be in addition to and shall in no way
preclude other forms of compensation to or in respect of such Participants.  It is expressly agreed and understood that
the employment is terminable at the will of either party and, if such
Participant is a party to an employment contract with the Company or one of its
Affiliates, in accordance with the terms and conditions of the Participant’s
employment contract.


(d)         Liability.  The Board and the Committee shall be entitled
to rely on the advice of counsel and other experts, including the independent
auditors for the Company.  No member of
the Board or of the Committee, any officers of the Company or its Affiliates or
any of their designees shall be liable for any act or failure to act under the
Plan, except in circumstances involving bad faith on the part of such member,
officer or designee.


(e)          Amendment;
Suspension; Termination.  The Board
or Committee may, at any time and from time to time, amend, suspend or
terminate the Plan or any part of the Plan as it may deem proper and in the
best interests of the Company.  In the
case of Participants employed outside the United States, the Board, the
Committee or their designees may vary the provisions of the Plan as deemed
appropriate to conform with local laws, practices and procedures.  In addition, the Executive Committee of the
Board or any of the General Counsel, Secretary or



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Assistant
Secretary of the Company is authorized to make certain minor or administrative
changes required by or made desirable by government regulation.  Any modification of the Plan may affect
present and future Participants and the amount of any Variable Payment
hereunder.


(f)            Other Compensation
Arrangements.  Nothing contained in
the Plan shall prevent the Company or any Affiliate of the Company from
adopting or continuing in effect other compensation arrangements, which
arrangements may be either generally applicable or applicable only in specific
cases.


(g)         Governing Law.  The validity, construction and effect of the
Plan and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Delaware and applicable federal law.


(h)         No Trust.  Neither the Plan nor any Variable Payments
shall create or be construed to create a trust or separate fund of any kind or
a fiduciary relationship between the Company and any Participant.  To the extent that the Participant acquires a
right to receive payments from the Company in respect of any Variable Payment,
such right shall be no greater than the right of any unsecured general creditor
of the Company.


(i)             Section 162(m).
All payments under this Plan are designed to satisfy the special requirements
for performance-based compensation set forth in Section 162(m)(4)(C) of the
Code, and the Plan shall be so construed. 
Furthermore, if a provision of the Plan causes a payment to fail to
satisfy these special requirements, it shall be deemed amended to satisfy the
requirements to the extent permitted by law and subject to Committee approval.


(j)             Designation of
Beneficiaries.  A Participant may, if
the Committee permits, designate a beneficiary or beneficiaries to receive all or
part of the Variable Payments which may be paid to the Participant, or may be
payable, after such Participant’s death. 
A designation of beneficiary shall be made in accordance with procedures
specified by the Company and may be replaced by a new designation or may be
revoked by the Participant at any time. 
In case of the Participant’s death, a Variable Payment with respect to
which a designation of beneficiary has been made (to the extent it is valid and
enforceable under applicable law) shall be paid to the designated beneficiary
or beneficiaries.  Any Variable Payment
granted or payable to a Participant who is deceased and not subject to such a
designation shall be distributed to the Participant’s estate.  If there shall be any question



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as to the legal
right of any beneficiary to receive a Variable Payment under the Plan, the
amount in question may be paid to the estate of the Participant, in which event
the Company or its Affiliates shall have no further liability to anyone with
respect to such amount.


(k)          Effect on Company
Benefit Plans.  With the exception of
the Agilent Technologies, Inc. Deferred Compensation Plan, it is the intent of
the Company that Company benefits payable or accruable to Participants, to the
extent such benefits are based on earnings or compensation level, shall be
based on Base Pay.  Notwithstanding the
foregoing, this paragraph (k) shall apply to Participants outside of the United
States to the extent permissible under applicable local laws.


(l)             Stockholder
Approval.  Shareholders of the
Company will be asked to approve the Plan to the extent necessary to allow the
Company under Section 162(m) to preserve the tax deductibility of payments for
performance-based compensation made under the plan to Covered Officers.  Plan amendments shall require stockholder
approval to the extent required by applicable law or the applicable rules of
any stock exchange.



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