Exhibit
10.10


AGILENT TECHNOLOGIES, INC.


1999
NON-EMPLOYEE DIRECTOR STOCK PLAN


(Amended and
Restated Effective May 15, 2007)


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.



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If
any outstanding option or grant of Common Stock under the Plan for any reason
expires or is terminated without having been vested or exercised in full, the
shares allocable to the unexercised portion of such option or the grant of
Common Stock 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 stockholders 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 Deferred Share grant (as provided for in Section 7(c) and 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 Non-Executive Chairman, 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 sixty-five
thousand dollars ($65,000.00) and sixty-five thousand dollars ($65,000.00)
payable in cash in four (4) quarterly installments (the “Cash Payment”).  The first installment of the Cash Payment
shall be payable on the later of (i) March 1 of each Plan Year (or if March 1
is not a trading day the next succeeding trading day), or (ii) the first
trading day following the annual stockholders meeting (the “Initial Payment
Date”).  The subsequent installments
shall be payable on the dates that are three months, six months and nine months
after the Initial Payment Date (or the next succeeding trading day in the event
any such date is not a trading day) (each such subsequent date a “Subsequent
Payment Date” and, together with the Initial Payment Date, each a “Payment
Date”).  A trading day shall be a day on
which the NYSE is open for trading.


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 Non-Executive Chairman, 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 Non-Executive
Chairman, shall, on an annual basis, receive an additional five thousand
dollars ($5,000.00) in cash.


The
Non-Executive Chairman 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 sixty-five thousand dollars ($65,000.00) and two hundred sixty



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thousand dollars
($260,000.00) in cash.  The Non-Executive
Chairman shall not be eligible to receive any Committee Chair Premiums.


A
Non-Employee Director who joins the Board of Directors after the start of the
Plan Year shall have his or her Option Payment and Cash Payment pro-rated based
upon the remaining days in the Plan Year that the director will serve.


                                (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 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
the Option Payment shall be granted in the prior Plan Year on the date that the
Company makes its regular annual grant of equity awards to employees who are
officers of the Company within the meaning of Section 16 of the Exchange Act;
provided, that in the case of a Non-Employee Director who subsequently ceases
to be a member of the Board of Directors for any reason on or prior a Vesting
Date as provided in Section 7(v) below, except as provided in Section 7(vi)
below, such option shall be automatically cancelled to the extent not yet
exercisable on the date of such cessation, and the shares that were subject to
the unexercisable portion thereof shall become available for future grant under
the Plan (unless the Plan has terminated).


(ii)           Number of Shares Subject to Option.  The number of shares to be subject to any
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 sixty-five thousand dollars ($65,000). 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) the Multiplier, as defined
below, and (ii) the average Fair Market Value of a share of Common Stock
for the period described below ending 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 the option grant made with respect to any succeeding
Plan Year.  The number of shares to be
subject to the option shall be equal to the number of shares determined as
follows:


	
  $65,000.00

  	
   

  	
  =

  	
  Number of shares

  
	
  The average Fair
  Market Value for the 20
  trading days ending prior to the grant
  date.

  	
  x

  	
  Multiplier

  	
   

  	
   

  
						



 



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(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 in any manner
permitted by the external stock option administrator retained by the Company,
and will be subject to such administrator’s fees and procedures.


(v)           Vesting
and Term of Option.  Except as
provided in Section 7(vi) below, the option will vest and become exercisable in
four (4) twenty-five percent (25%) increments (the date as of which an
increment vests a “Vesting Date”).  The
first Vesting Date shall be the date of the annual stockholders meeting next
following the grant date, and an increment shall vest as of the first Vesting
Date only with respect to Non-Employee Directors who will continue as members
of the Board following the stockholders meeting.  The second, third and fourth Vesting Dates
shall be the dates six months, nine months and one year, respectively,
following the grant date.  An increment
shall vest and become exercisable on the second, third or fourth Vesting Date
only to the extent the Non-Employee Director continues as a member of the Board
on the Vesting Date.  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.


(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)           Annual Deferred
Share Credit.  For each Plan Year,
each Non-Employee Director shall be credited under the Agilent Technologies,
Inc. 2005 Non-Employee Director Deferred Compensation Plan (the “Deferred
Compensation Plan”), as of the later of (i) March 1 of each Plan Year (or if
March 1 is not a trading day the next succeeding trading day), or (ii) the first
trading day following the annual stockholders meeting, with a deemed investment
in shares of Common Stock (“Shares”), as that term is defined under the
Deferred Compensation Plan), with a Fair Market Value of sixty-five
thousand dollars ($65,000), determined as provided below.  The Shares shall vest in four (4) twenty-five
percent (25%) increments each three (3) months from the date



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of credit,
provided the Non-Employee Director continues in Board service on the
vesting date.  Shares credited under this
Section 7(c) shall be issued from this Plan.


The number of Shares
subject to an Annual Deferred Share Credit shall be equal to the number of
shares determined as follows:


	
  $65,000.00

  	
   

  	
  = 

  	
  Number of shares

  
	
  The average Fair
  Market Value for the 20 trading

  days ending prior to the grant date

  	
   

  	
   

  
					



 


(d)           Deferred Share
Credit for New Directors.  Effective
as of November 1, 2005, each newly appointed Non-Employee Director shall
be credited under the Deferred Compensation Plan , as of the date service
commences as a Non-Employee Director, with Shares (as that term is
defined under the Deferred Compensation Plan) with a Fair Market Value of one
hundred thirty thousand dollars ($130,000.00), determined as provided
below.  The Shares shall vest in four (4)
twenty-five percent (25%) increments each three (3) months from the date
of credit, provided the Non-Employee Director continues in Board service
on the vesting date.  Shares credited
under this Section 7(d) shall be issued from this Plan.


The
number of Shares subject to a grant under this Section 7(d) shall be equal
to the number of shares determined as follows:


	
  $130,000.00

  	
   

  	
  = 

  	
  Number of shares

  
	
  The average Fair
  Market Value for the 20 trading

  days ending prior to the grant date.

  	
   

  	
   

  
					



 


(e)           Cash Payment and
Committee Chair Premiums.  Except to
the extent a Non-Employee Director has properly elected to defer all or part of
the cash component of his or her Annual Retainer or Committee Chair Premium
under a deferred compensation plan sponsored by the Company, all Cash Payments
shall be made in four (4) quarterly installments as soon as practical following
the Payment Dates (provided the Non-Employee Director continues as a
Board member on such Payment Date). 
Committee Chair Premiums shall be made in a lump sum payment as soon as
practicable following the Initial Payment Date with respect to the Plan Year.


(f)            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.



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(g)           Form of Issuance of
Shares.  Any shares issued under the
Plan shall be in either book entry form or in certificate form pursuant to the
instructions given by the Non-Employee Director to the Company’s transfer agent.


(h)           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.


(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.



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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 stockholder 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 quoted closing sales price
for such Common Stock as of such date (or if no sales were reported on such
date, the closing price on the last preceding day a sale was made) as quoted on
the stock exchange or a national market system, with the highest trading
volume, as reported in such source as the Company shall determine.


“Non-Executive Chairman” shall mean the
Non-Employee Director who is appointed to serve as the Chairman of the Board.


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


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
Delaware and construed accordingly.


15.           Stockholder Approval.  The Plan shall be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan
is adopted.  Such stockholder approval
shall be obtained in the degree and manner required under applicable state and
federal law and any stock exchange rules.



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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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