Exhibit
10.8


AGILENT
TECHNOLOGIES, INC.


1999
Stock Plan


Stock
Award Agreement (“Award Agreement”)


Under


The
Long-Term Performance Program


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 Agilent Technologies, Inc. 1999 Stock Plan (the “Plan”), the Agilent
Technologies, Inc. 1999 Stock Plan for Awards Granted to Employees in France
(the “French RSU Plan”), the Long-Term Performance Program (the “LTPP”) and the
administrative rules thereunder. 
Capitalized terms used and not otherwise defined herein are used with
the same meanings as in the Plan, the French RSU Plan or the LTPP, as
applicable.


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.              Performance
Period.  This Stock
Award shall vest upon the achievement of Objective Business Criteria as set
forth under the LTPP over a period of three years from the date stated in
Section 1 above.  In no event shall any
portion of this Stock Award vest prior to the second anniversary of the date of
grant provided 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.



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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 under the Stock Award 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.


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 your death while employed by the Company
or its French Subsidiary, on the date of death, your Stock Award shall become
fully vested and transferable to your heirs. 
Your heirs may request issuance of the underlying shares within six
months of your death.  If your heirs do
not request the issuance of the underlying shares within six months of your
death, the Stock Award will be forfeited.


(c)           An Awardee who terminates employment
as a result of becoming totally and permanently disabled during a Performance
Period shall be eligible to have the Stock Award paid to 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 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
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 termination and will be
prorated on the basis of the percentage of time from the commencement of the
Performance Period to the date of termination over the full Performance Period
and will be based on the amount of the Target Award.


(d)           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



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to the date of retirement over
the full Performance Period.


(e)           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 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.


(f)            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.


(g)           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.  If the



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payment 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.


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. 
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 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 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



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


(1)           the Plan, the French RSU Plan and the
LTPP 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, the
LTPP 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, the French
RSU Plan and the LTPP 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, the French
RSU Plan and the LTPP 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;



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(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 as necessary for the exclusive purpose of
implementing, administering and managing Awardee’s participation in the Plan, the French RSU Plan and the LTPP.


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, the French RSU Plan and the LTPP (“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, the French RSU Plan and the LTPP, 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, the French RSU Plan and the LTPP.



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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, the French RSU Plan and the LTPP.  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.


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, the French RSU Plan and the LTPP.


Section 15.            Language.  If the Awardee has received this or any other
document related to the Plan, the French
RSU Plan or the LTPP 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 French RSU 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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