ITS PRIMARY
U.S. OFFICE LOCATION AND TO EXECUTIVE AT EXECUTIVE'S ADDRESS AS LISTED IN THE
COMPANY'S PAYROLL RECORDS.
ANY PAYMENTS MADE BY THE COMPANY TO EXECUTIVE UNDER
THE TERMS OF THIS AGREEMENT SHALL BE DELIVERED TO EXECUTIVE EITHER IN PERSON OR
AT SUCH ADDRESS AS LISTED IN THE COMPANY'S PAYROLL RECORDS.
9.4
SEVERABILITY.
IT IS THE INTENT OF THE PARTIES TO THIS AGREEMENT
THAT, WHENEVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED
IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY
PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN
ANY RESPECT UNDER ANY APPLICABLE LAW OR RULE IN ANY JURISDICTION, SUCH
INVALIDITY, ILLEGALITY OR UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION
OR ANY OTHER JURISDICTION, BUT THIS AGREEMENT SHALL BE REFORMED, CONSTRUED AND
ENFORCED IN SUCH JURISDICTION AS IF SUCH INVALID, ILLEGAL OR UNENFORCEABLE
PROVISIONS HAD NEVER BEEN CONTAINED HEREIN.
9.5
WAIVER.
IF EITHER PARTY SHOULD WAIVE ANY BREACH OF ANY PROVISIONS
OF THIS AGREEMENT, THAT PARTY SHALL NOT THEREBY BE DEEMED TO HAVE WAIVED ANY
PRECEDING OR SUCCEEDING BREACH OF THE SAME OR ANY OTHER PROVISION OF THIS
AGREEMENT.
9.6
COMPLETE AGREEMENT.
THIS AGREEMENT, INCLUDING EXHIBIT A,
CONSTITUTES THE ENTIRE AGREEMENT BETWEEN EXECUTIVE AND THE COMPANY AND IS THE
COMPLETE, FINAL AND EXCLUSIVE
16
EMBODIMENT OF THEIR AGREEMENT WITH REGARD TO THIS SUBJECT MATTER; PROVIDED THAT
NOTHING HEREIN SHALL LIMIT SUCH GREATER RIGHTS AS EXECUTIVE MAY HAVE UNDER ANY
AGREEMENTS WITH THE COMPANY APPLICABLE TO HIS/HER STOCK OPTIONS, RESTRICTED
STOCK, STOCK UNITS OR OTHER EQUITY AWARDS.
THIS AGREEMENT SHALL BE DEEMED TO BE
AN AMENDMENT OF ANY AGREEMENTS BETWEEN EXECUTIVE AND THE COMPANY APPLICABLE TO
HIS/HER STOCK OPTIONS, RESTRICTED STOCK, STOCK UNITS OR OTHER EQUITY AWARDS TO
THE EXTENT THAT THIS AGREEMENT PROVIDES GREATER RIGHTS.
THIS AGREEMENT IS
ENTERED INTO WITHOUT RELIANCE ON ANY PROMISE OR REPRESENTATION OTHER THAN THOSE
EXPRESSLY CONTAINED HEREIN.
WITHOUT LIMITING THE FOREGOING, THIS AGREEMENT
SUPERSEDES AND REPLACES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, WHETHER WRITTEN
OR ORAL, ON THE MATTERS SET FORTH HEREIN THAT MAY EXIST BETWEEN EXECUTIVE AND
THE COMPANY OR ITS PREDECESSOR, AGILENT TECHNOLOGIES, INC. OR ANY OF THEIR
RESPECTIVE SUBSIDIARIES.
9.7
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN SEPARATE
COUNTERPARTS, ANY ONE OF WHICH NEED NOT CONTAIN SIGNATURES OF MORE THAN ONE
PARTY, BUT ALL OF WHICH TAKEN TOGETHER WILL CONSTITUTE ONE AND THE SAME
AGREEMENT.
9.8
HEADINGS.
THE HEADINGS OF THE ARTICLES AND SECTIONS HEREOF ARE
INSERTED FOR CONVENIENCE ONLY AND SHALL NEITHER BE DEEMED TO CONSTITUTE A PART
HEREOF NOR TO AFFECT THE MEANING THEREOF.
9.9
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT IS INTENDED TO BIND AND
INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY EXECUTIVE AND THE COMPANY, AND
THEIR RESPECTIVE SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS AND ADMINISTRATORS,
EXCEPT THAT EXECUTIVE MAY NOT DELEGATE ANY OF EXECUTIVE'S DUTIES HEREUNDER AND
MAY NOT ASSIGN ANY OF EXECUTIVE'S RIGHTS HEREUNDER WITHOUT THE WRITTEN CONSENT
OF THE COMPANY, WHICH CONSENT SHALL NOT BE WITHHELD UNREASONABLY.
ANY SUCCESSOR
TO THE