Exhibit
10.5


AGILENT
TECHNOLOGIES, INC.


1999
Stock Plan


Stock
Award Agreement (“Award Agreement”)


For
Awards Granted to Employees in France


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 Agilent Technologies, Inc.
1999 Stock Plan for Awards Granted to Employees in France (the “French RSU Plan”)
and the administrative rules thereunder. Capitalized terms used and not
otherwise defined herein are used with the same meanings as in the Plan or the French
RSU Plan, as applicable. The Stock Award is an unfunded and unsecured promise
by the Company to deliver shares in the future.


This Stock Award is intended to be a grant of French
qualified shares which qualifies for favorable tax and social security
contributions treatment in France under Section L. 225-197-1 to L. 225-197-5 of
the French Commercial Code, as amended.


Section 2.              Vesting
Period.  So long as Awardee
remains an Awardee Eligible to Vest, the Stock Award shall vest as to 100% of
the shares on the second anniversary of the date of grant stated in
Section 1 above.


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, except as described in Sections 4(b)-(e) below. 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.











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.


(b)           Notwithstanding any
provision in the Plan to the contrary, in the event of Awardee’s death while
employed by the Company or its French Subsidiary, on the date of death, the
Stock Award shall become fully vested and transferable to Awardee’s heirs. Awardee’s
heirs may request issuance of the underlying shares within six months of
Awardee’s death. If Awardee’s heirs do not request the issuance of the
underlying shares within six months of Awardee’s death, the Stock Award will be
forfeited.


(c)           Notwithstanding any
provision in the Plan to the contrary, if an Awardee terminates employment due
to total and permanent disability or due to retirement in accordance with the
Company’s local retirement policy, any unvested Stock Award will continue to
vest under the vesting schedule set forth in Section 2.


 (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. If vesting occurs prior to the second
anniversary of the date of grant provided in Section 1 above, the Stock Award
will be disqualified and will no longer benefit from the favorable tax and
social security treatment in France.


(e)           Notwithstanding any
provision in the Plan to the contrary, if an Awardee ceases to be an Awardee
Eligible to Vest as a result of participation in the Company’s Workforce
Management Program, any unvested Stock Award will continue to vest under the
vesting schedule set forth in Section 2.


(f)            Sections 12(b), (c), (d)
and (e) of the Plan shall not apply to this Stock Award.


Section 5.              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. Awardee may not sell or transfer the shares issued pursuant to the Stock Award prior to the
second anniversary of each vesting date or such other period as is required to
comply with the minimum mandatory holding period applicable to shares
underlying French-qualified awards under Section L. 225-197-1 of the French
Commercial Code, the French Tax Code or the French Social Security Code, as
amended. Notwithstanding the above, the Awardee’s heirs, in case of the Awardee’s
death, or the Awardee in case of the











Awardee’s Disability (as defined under the French RSU Plan), are not
subject to this restriction on the sale of shares.


Nevertheless, if
Awardee qualifies as a corporate officer under French law (“mandataire social”)
on the Grant Date, Awardee must hold 20% of the shares issued to him or her
upon vesting of the Stock Awards in a nominative account until the termination
of the Awardee’s function as a corporate officer.


In addition, the underlying shares cannot be sold
during certain “Closed Periods” as provided for by Section L. 225-197-1 of the
French Commercial Code, as amended, so long as those Closed Periods are
applicable to shares underlying French-qualified awards, as interpreted by
the French administrative guideline, to the extent applicable.


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, 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 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. Awardee
acknowledges and agrees that should the amount of withholding for Tax-Related
Items be in excess of the actual tax due, the Company and/or the Employer will
refund the excess amount to him or her as soon as administratively practicable
and without any interest. Awardee
shall pay, by means of cash, check or credit transfer, 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 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. If those
adjustments are not in compliance with the laws applicable to French qualified
stock awards, the Stock Awards may be disqualified and may no longer benefit
from the favorable tax and social security treatment in France.


Section 8.              Nature of the
Award.  By accepting this Stock
Award, Awardee acknowledges that:











(1)           the Plan and the French RSU Plan are established voluntarily by the
Company, they are discretionary in nature and it may be modified, amended,
suspended or terminated by the Company at any time, unless otherwise provided
in the Plan, the French RSU 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 and the French RSU 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 and the French RSU 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)         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 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 as necessary for the exclusive purpose of implementing, administering
and managing Awardee’s participation in the Plan and the French RSU 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 and the
French RSU 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 and the French RSU 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 and the French RSU 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 and French RSU 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.


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 and the French RSU Plan.


Section 14.            Language.  If the Awardee has received this or any other
document related to the Plan or the French
RSU 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.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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Accepted
and agreed as to the foregoing:


AWARDEE


 


	
  

  	
   

  
	
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