Exhibit
10.9


AGILENT
TECHNOLOGIES, INC.


1999
Stock Plan


Stock
Award Agreement (“Award Agreement”)


Under


The
Long-Term Performance Program


For
Awards Granted to Employees in the United Kingdom


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 (the
“Objective Business Criteria”) as set forth under the LTPP 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.              Acceptance
of Grant.  The Awardee may accept this Stock
Award (within 30 days of the date stated in Section 1 above) by signing and
delivering this Award Agreement to the stock plan administrator.


Section 5.              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 6.              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 6.  Except
as provided in this Section 6, 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.



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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)           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



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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 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 be 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 Plan or any successor), an Awardee shall, at the earlier of the end of the
Performance Period or the termination date of the LTPP, 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 LTPP by the Company’s corporate finance
department); such payout to be prorated, with respect to Performance Periods
commencing prior to November 1, 2006, on the basis of the percentage of time
from the commencement of the Performance Period to the date of the closing of
the Change In Control, and, with respect to Performance Periods commencing on
and after November 1, 2006, on the basis of the days elapsed during the first
12 months of the Performance Period.


Section 7.               Elections.  The vesting of the Stock Award is subject to
the execution by Awardee of a joint election between the Company and/or the
Employer and Awardee (the “Election”), the form of such Election being formally
approved by HM Revenue & Customs (the “U.K. Revenue”) and such approval
remaining in force to provide for the shifting of any Secondary Class 1
National Insurance Contributions (“Employer NICs”) liability arising in
connection with the vesting of the Stock Award from the Company and/or the
Employer to Awardee.  By accepting the
Stock Award, Awardee consents and agrees to satisfy any liability for Employer
NICs that may be payable by the Company and/or the Employer in connection with
the vesting of the Stock Award.  Awardee
further agrees that the Company and/or the Employer may collect the Employer
NICs from Awardee by any of the means set forth in



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Section 9 of this Award Agreement.  Based on the foregoing, Awardee agrees to
execute an Election with the Company and/or the Employer, and any other
consents or elections required to accomplish the above, promptly upon
request.  If Awardee does not enter into
an Election prior to the first vesting date, or if the Election is revoked at
any time by the U.K. Revenue, the Stock Award shall become null and void
without any liability to the Company and/or the Employer and may not vest and
shall lapse with immediate effect.


Section 8.              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 9.              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.  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) to the
extent the Awardee has not already paid an amount sufficient to cover the
Tax-Related Items, 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.


If payment or withholding of the income tax due is
not made within 90 days of the event giving rise to the Tax-Related Items (the
“Due Date”) or such other period specified in Section 222(1)(c) of the U.K.
Income Tax (Earnings and Pensions) Act 2003, the amount of any uncollected
Tax-Related Items shall constitute a loan owed by the Awardee to the Employer,
effective on the Due Date.  The Awardee
agrees that the loan will bear interest at the then-current U.K. Revenue
Official Rate, it will be immediately due and repayable, and the Company or the




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Employer may recover it at any time thereafter by any of the means
referred to above.  If the Awardee fails
to make satisfactory arrangements for the payment of any Tax-Related Items at
the time any applicable Stock Awards otherwise are scheduled to vest, the
Awardee acknowledges and agrees that the Company may refuse to deliver such
shares to the Awardee.  The Company may refuse to deliver the
shares of Common Stock if Awardee fails to comply with his or her obligations
in connection with the Tax-Related Items as described in this section.


Section 10.            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 11.            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;



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(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 12.  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.  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



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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 13.            No Rights Until Issuance.  Notwithstanding Section 12(f) of the Plan,
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
may not use its discretion to substitute a cash payment in lieu of shares of
Common Stock.


Section 14.            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 15.            Amendment.  This Stock Award may be amended as provided
in the Plan and the LTPP, provided that in no event may the Stock Award be
amended to provide for a cash equivalent payment to be made instead of shares
of Common Stock.


Section 16.            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 17.            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
18.            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 19.            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]

  




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  Accepted and agreed as to the foregoing:

  
	
   

  
	
  AWARDEE

  
	
   

  
	
   

  	
   

  
	
  Name

  
	
   

  
	
   

  	
   

  
	
  Date

  



 



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