Stock Award Agreement - for Standard Awards Granted to Employees - Agilent Technologies Inc.


AGILENT TECHNOLOGIES, INC.

2009 Stock Plan

Stock Award Agreement ("Award Agreement")

For Standard Awards Granted to Employees

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. 2009 Stock Plan (the "Plan"). This Stock Award represents the right to receive the number of shares of the Company153s $0.01 par value voting common stock indicated in the Awardee153s 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 Stock Award is an unfunded and unsecured promise by the Company to deliver shares in the future. Capitalized terms used and not otherwise defined herein are used with the same meanings as in the Plan.

Section 2. Vesting Period. So long as Awardee remains an Awardee Eligible to Vest, the Stock Award shall vest as to 25% of the shares beginning on the first anniversary of the date of grant stated in Section 1 above and another 25% on each subsequent anniversary of the date of grant so that the Stock Award is fully vested on the fourth anniversary of the date of grant.

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, unless the Awardee ceases to be an Awardee Eligible to Vest due to Awardee153s death, total and permanent disability, retirement or participation in the Company153s Workforce Management Program. Except as the Committee may otherwise determine, termination of Awardee153s 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) Notwithstanding any provision in the Plan to the contrary, if an Awardee dies while an Employee or after Awardee153s retirement in accordance with the Company153s local retirement policy, the Stock Award shall immediately vest in full. The vested portion of the Stock Award shall be delivered to the executor or administrator of the Awardee153s

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estate or, if none, by the person(s) entitled to receive the vested Stock Award under the Awardee153s will or the laws of descent or distribution.

(c) Notwithstanding any provision in the Plan to the contrary, if an Awardee terminates employment due to total and permanent disability or due to participation in the Company153s Workforce Management Program, the Stock Award shall vest in full.

(d) Notwithstanding any provision in the Plan to the contrary, if an Awardee terminates employment due to retirement in accordance with the Company153s local retirement policy, any unvested Stock Award will continue to vest under the vesting schedule set forth in Section 2 above. In addition, except as the Committee or its designee shall determine otherwise, if Awardee becomes eligible to retire or retires in accordance with the Company153s local retirement policy, the Stock Award shall immediately vest as to that portion of the shares necessary to satisfy any Tax-Related Items (as described in Section 7 below) in connection with such eligibility for retirement or retirement and such shares shall be used to satisfy such Tax-Related Items (either by withholding in shares or forcing the sale of shares pursuant to the authority in this Stock Award Agreement, at the Company153s sole discretion).

(e) In the event of a Change of Control of the Company (as defined in Section 18(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.

Section 5. Settlement of Stock Award. If, as of the date of grant, it is not possible for Awardee to retire in accordance with the Company153s local retirement policy during the vesting period described in Section 2 above, the Stock Award shall be automatically settled in shares of Common Stock upon vesting of the Stock Award. If, as of the date of grant, it is possible for Awardee to retire in accordance with the Company153s local retirement policy during the vesting period described in Section 2 above, the Stock Award shall be settled in shares of Common Stock on the normal vesting dates set forth in Section 2 above, subject to the accelerated vesting of a portion of the Stock Award as set forth in Section 4(d) above, which constitute fixed payment dates for purposes of Section 409A of the Code.

Section 6. Restrictions on Issuance of Shares of Common Stock. 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 7. Responsibility for Taxes. Regardless of any action the Company or Awardee153s employer (the "Employer") takes with respect to any or all income tax, social

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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 Awardee153s 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 Awardee153s 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 Awardee153s 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) 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 Awardee153s participation in the Plan or Awardee153s 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 Awardee153s obligations in connection with the Tax-Related Items as described in this section.

Section 8. 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 9. 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 Awardee153s employment relationship at any time;

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(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 Awardee153s 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 Awardee153s 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 Awardee153s entitlement to pursue such claim;

(12) by accepting the grant of this Stock Award through the methods described in Section 21 below, the Awardee and the Company agree that this Stock Award is granted under and governed by the terms and conditions of the Plan and this Award Agreement, and the Awardee acknowledges that he or she agrees to accept as binding, conclusive and final all decisions or interpretations of the Company and/or the External Administrator upon any questions relating to the Plan and Award Agreement; and

(13) the Awardee acknowledges that this Award Agreement is between the Awardee and the Company, and that the Awardee153s local employer is not a party to this Award Agreement.

Section 10. Data Privacy. The Awardee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Awardee153s personal data as described in this document by and among, as applicable, the Company, the Employer and the

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External Administrator for the exclusive purpose of implementing, administering and managing Awardee153s 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, Awardee153s name, home address and telephone number, date of birth, social insurance 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 Awardee153s favor, for the purpose of implementing, administering and managing the Plan ("Data"). Awardee hereby understands that Data may be transferred to any third parties (including the External Administrator) assisting in the implementation, administration and management of the Plan, that these recipients may be located in Awardee153s country or elsewhere, such as outside the European Economic Area, and that the recipient153s country may have different data privacy laws and protections than Awardee153s country. All such transfers of Data will be in accordance with the Company153s 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 Awardee153s 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 Awardee153s 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 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 Awardee153s local human resources representative. Awardee hereby understands, however, that refusing or withdrawing the Awardee153s consent may affect the Awardee153s ability to participate in the Plan. For more information on the consequences of Awardee153s refusal to consent or withdrawal of consent, Awardee understands that he or she may contact his or her human resources representative responsible for Awardee153s country at the local or regional level.

Section 11. 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. The Committee in its sole discretion may substitute a cash payment in lieu of shares of Common Stock, such cash payment to be equal to the Fair Market Value of the Shares on the date that such Shares would have otherwise been issued under the terms of the Plan.

Section 12. 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 Company153s 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 7 above. Awardee agrees to update the Company with respect to Awardee153s home address, contact information and any information necessary for the

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Company or one of its affiliates to process any required tax withholding or reporting related to this Stock Award.

Section 13. Governing Law and Venue. 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. Any proceeding arising out of or relating to this Award Agreement or the Plan may be brought only in the state or federal courts located in the Northern District of California where this grant is made and/or to be performed, and the parties to this Award Agreement consent to the exclusive jurisdiction of such courts.

Section 14. Amendment. This Stock Award may be amended as provided in the Plan.

Section 15. 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 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 Awardee153s 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 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. Section 409A of the Code

(a) This Stock Award shall be administered, interpreted, and construed in a manner that does not result in the imposition on the Awardee of any additional tax, penalty, or interest under Section 409A of the Code. The preceding provision, however, shall not be construed as a guarantee any particular tax effect and the Company shall not be liable to the Awardee any payment made under this Stock Award that is determined to result in an additional tax, penalty, or interest under Section 409A of the Code, nor for reporting in good faith any payment made under any Award as an amount includible in gross income under Section 409A of the Code.

(b) "Termination of employment," "resignation," or words of similar import, as used in this Stock Award means for purposes of payments under this Award that are payments of deferred compensation subject to Section 409A of the Code, the Awardee153s "separation from service" as defined in Section 409A of the Code.

(c) To the extent any payment or settlement that is a payment of deferred compensation subject to Section 409A of the Code is contingent upon a "change in control," such payment or settlement shall only occur if the event giving rise to the change in control would also constitute a change in ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, within the meaning of

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Section 409A of the Code. The vesting of any Award shall not be affected by the preceding sentence.

(d) If a payment obligation under this Stock Award arises on account of the Awardee153s separation from service while the Awardee is a "specified employee" (as defined in Section 409A of the Code), any payment of "deferred compensation" (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such separation from service shall accrue without interest and shall be paid within 15 days after the end of the six-month period beginning on the date of such separation from service or, if earlier, within 15 days after his or her death.

Section 19. Recoupment. This Stock Award is subject to the terms of the Agilent Technologies Executive Compensation Recoupment Policy in the form approved by the Committee as the date of grant (the "Policy"), if and to the extent that the Policy by its terms applies to the Stock Award and the Awardee; and the terms of the Policy as of the date of grant are incorporated by reference herein and made a part hereof.

Section 20. 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 Awardee153s interest except by means of a writing signed by the Company and the Awardee.

Section 21. Acceptance and Rejection. This Award Agreement is one of the documents governing this Stock Award, which the Awardee may accept or reject online through the External Administrator153s website. If the Awardee has not rejected this Stock Award by the time of the first vesting event, the Awardee will be deemed to have accepted this Stock Award, and the shares of Common Stock vested pursuant to the Stock Award will be issued and taxed accordingly.

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Section 22. Plan Document Acknowledgment. The Awardee further acknowledges that he or she has read and specifically and expressly approves the following sections of the Award Agreement: Nontransferability of Stock Award; Restrictions on Issuance of Shares of Common Stock; Responsibility for Taxes; Nature of the Award; Data Privacy; No Rights Until Issuance; Governing Law and Venue; Language; Electronic Delivery and Entire Agreement.

AGILENT TECHNOLOGIES, INC.

By

/s/ William P. Sullivan

William P. Sullivan

President and Chief Executive Officer

By

/s/ Marie Oh Huber

Marie Oh Huber

Senior Vice President, General Counsel and Secretary

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