Performance-Based Compensation Plan – Agilent Technologies Inc.

AGILENT TECHNOLOGIES, INC.

2010 PERFORMANCE-BASED COMPENSATION PLAN
FOR COVERED EMPLOYEES

(As Adopted on November 18, 2009)

1. PURPOSE

The purpose of the Agilent Technologies, Inc. Performance-Based Compensation
Plan for Covered Employees (as amended from time to time, the “Plan”) is to
reward and recognize eligible employees for their contributions towards the
achievement by Agilent Technologies, Inc. (the “Company”) of certain Performance
Goals (as defined below). The Plan is designed with the intention that the
incentives paid hereunder to certain executive officers of the Company are
deductible under Section 162(m) of the Internal Revenue Code of 1986, as
amended, and the regulations and interpretations promulgated thereunder (the
“Code”). However, the Company can not guarantee that awards under the Plan will
qualify for exemption under Code Section 162(m) and circumstances may present
themselves under which awards under the Plan do not comply with Code Section
162(m). The adoption of the Plan is subject to the approval of the Company153s
shareholders.

2. DEFINITIONS

The following definitions shall be applicable throughout the Plan:

(a) “Affiliate” shall mean (i) any entity that, directly or indirectly, is
controlled by the Company and (ii) any entity in which the Company has a
significant equity interest, in either case, as determined by the Committee.

(b) “Award” means the amount of a cash incentive payable under the Plan to a
Participant with respect to a Performance Period.

(c) “Board” means the Board of Directors of the Company, as constituted from
time to time.

(d) “Committee” means the Compensation Committee of the Board or another
Committee designated by the Board which is comprised of two or more “outside
directors” as defined in Code Section 162(m).

(e) “Participant” means any employee of the Company or its Affiliates who is
designated as a Participant (either by name or by position) by the Committee.

(f) “Performance Goal” means an objective formula or standard determined by
the Committee with respect to each Performance Period based on one or more of
the following criteria and any objectively verifiable adjustment(s) thereto
permitted and pre-established by the Committee in accordance with Code Section
162(m): (i) pre-tax income or after-tax income; (ii) income or earnings
including operating income, earnings before or after taxes, interest,
depreciation and/or amortization; (iii) net income excluding amortization of
intangible assets,

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depreciation and impairment of goodwill and intangible assets and/or
excluding charges attributable to the adoption of new accounting pronouncements;
(iv) earnings or book value per share (basic or diluted); (v) return on assets
(gross or net), return on investment, return on invested capital, or return on
equity; (vi) return on revenues; (vii) cash flow, free cash flow, cash flow
return on investment (discounted or otherwise), net cash provided by operations,
or cash flow in excess of cost of capital; (viii) economic value created; (ix)
operating margin or profit margin; (x) stock price or total stockholder return;
(xi) income or earnings from continuing operations; (xii) capital expenditures,
cost targets, reductions and savings and expense management; and (xiii)
strategic business criteria, consisting of one or more objectives based on
meeting specified market penetration or market share, geographic business
expansion, objective customer satisfaction or information technology goals, and
objective goals relating to divestitures, joint ventures, mergers, acquisitions
and similar transactions, each with respect to the Company and/or one or more of
its Affiliates or operating units.

(g) “Performance Period” means any period not exceeding 36 months as
determined by the Committee, in its sole discretion. The Committee may establish
different Performance Periods for different Participants, and the Committee may
establish concurrent or overlapping Performance Periods.

3. ADMINISTRATION

The Plan shall be administered by the Committee, which shall have the
discretionary authority to interpret the provisions of the Plan, including all
decisions on eligibility to participate, the establishment of Performance Goals,
the amount of Awards payable under the Plan, and the payment of Awards. The
Committee shall also have the discretionary authority to establish rules under
the Plan so long as such rules do not explicitly conflict with the terms of the
Plan and any such rules shall constitute part of the Plan. The decisions of the
Committee shall be final and binding on all parties making claims under the
Plan.

4. ELIGIBILITY

Employees of the Company shall be eligible to participate in the Plan as
determined at the sole discretion of the Committee.

5. AMOUNT OF AWARDS

(a) With respect to each Participant, the Committee will establish one or
more Performance Periods, an individual Participant incentive target for each
Performance Period and the Performance Goal(s) to be met during such Performance
Period(s). In order to qualify as performance-based compensation, the
establishment of the Performance Period(s), the applicable Performance Goals and
the targets must occur in compliance with and to the extent required by the
rules and regulations of Code Section 162(m).

(b) The maximum amount of any Awards that can be paid under the Plan to any
Participant with respect to any 12-month performance cycle is $10,000,000.

(c) The Committee reserves the right, in its sole discretion, to reduce or
eliminate the amount of an Award otherwise payable to a Participant with respect
to any Performance Period.

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The reduction of an Award otherwise payable to a Participant with respect to
a Performance Period shall have no effect on the Award payable to any other
Participant for such Performance Period.

6. PAYMENT OF AWARDS

Any distribution made under the Plan shall be made in cash and occur within a
reasonable period of time after the end of the Performance Period in which the
Participant has earned the Award; provided that no Award shall become
payable to a Participant with respect to any Performance Period until the
Committee has certified in writing that the terms and conditions underlying the
payment of such Award have been satisfied. Notwithstanding the foregoing, in
order to comply with the short-term deferral exception under Section 409A of the
Code, payment shall occur no later than the 15th day of the third month
following the end of the Company153s taxable year in which the payment was earned.

7. CHANGES IN STATUS

(a) Except as may be otherwise determined by the Committee in its sole
discretion, the payment of an Award with respect to all or a portion of a
specific Performance Period, as applicable, requires that the employee be on the
Company153s payroll in active service as of the end of such Performance Period
unless the Participant is not in active service on the last day of the
Performance Period due to retirement, workforce management, total and permanent
disability or death, in which case the Participant will be eligible to receive a
prorated Award for days worked with respect to the Performance Period to the
extent that the relevant Performance Goals have been met. A Participant who
becomes ineligible for this Plan after the start of the Performance Period is
eligible to receive a prorated Award for days worked, except as provided in
Section 7(b).

(b) A Participant will forfeit any Award for a Performance Period during
which a Participant is involuntarily terminated for cause or voluntarily
terminates his employment with the Company for reasons other than death, total
and permanent disability, workforce management or retirement, at the age and
service-year level set by the Company or the local law requirements where the
Participant is employed.

8. RECOUPMENT

Any Award paid under the Plan is subject to the terms of the Agilent
Technologies Executive Compensation Recoupment Policy, or any successor policy
thereto, 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
Award and the Participant.

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9. GENERAL

(a) TAX WITHHOLDING. The Company shall have the right to deduct from all
Awards any federal, state or local income and/or payroll taxes required by law
to be withheld with respect to such payments. The Company also may withhold from
any other amount payable by the Company or any affiliate to the Participant an
amount equal to the taxes required to be withheld from any Award.

(b) CLAIM TO AWARDS AND EMPLOYMENT RIGHTS. Nothing in the Plan shall confer
on any Participant the right to continued employment with the Company or any of
its affiliates, or affect in any way the right of the Company or any affiliate
to terminate the Participant153s employment at any time, and for any reason, or
change the Participant153s responsibilities. Awards represent unfunded and
unsecured obligations of the Company and a holder of any right hereunder in
respect of any Award shall have no rights other than those of a general
unsecured creditor to the Company.

(c) BENEFICIARIES. To the extent the Committee permits beneficiary
designations, any payment of Awards under the Plan to a deceased Participant
shall be paid to the beneficiary duly designated by the Participant in
accordance with the Company153s practices. If no such beneficiary has been
designated or survives the Participant, payment shall be made to the
Participant153s legal representative. A beneficiary designation may be changed or
revoked by a Participant at any time, provided the change or revocation is filed
with the Committee prior to the Participant153s death.

(d) NONTRANSFERABILITY. A person153s rights and interests under the Plan,
including any Award previously made to such person or any amounts payable under
the Plan, may not be sold, assigned, pledged, transferred or otherwise alienated
or hypothecated except, in the event of a Participant153s death, to a designated
beneficiary as provided in the Plan, or in the absence of such designation, by
will or the laws of descent and distribution.

(e) INDEMNIFICATION. Each person who is or shall have been a member of the
Committee and each employee of the Company or an affiliate who is delegated a
duty under the Plan shall be indemnified and held harmless by the Company from
and against any loss, cost, liability or expense that may be imposed upon or
reasonably incurred by him in connection with or resulting from any claim,
action, suit or proceeding to which he may be a party or in which he may be
involved by reason of any action or failure to act under the Plan and against
and from any and all amounts paid by him in satisfaction of judgment in any such
action, suit or proceeding against him, provided such loss, cost, liability or
expense is not attributable to such person153s willful misconduct. Any person
seeking indemnification under this provision shall give the Company prompt
notice of any claim and shall give the Company an opportunity, at its own
expense, to handle and defend the same before the person undertakes to handle
and defend such claim on his or her own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled, including under the Company153s Articles of
Incorporation or By-Laws, as a matter of law, or otherwise, or any power that
the Company may have to indemnify them or hold them harmless.

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(f) EXPENSES. The expenses of administering the Plan shall be borne by the
Company.

(g) TITLES AND HEADINGS. The titles and headings of the sections in the Plan
are for convenience of reference only, and in the event of any conflict, the
text of the Plan, rather than such titles or headings, shall control.

(h) INTENT. The intention of the Company and the Committee is to administer
the Plan in compliance with Code Section 162(m) so that the Awards paid under
the Plan to Participants who are or may become subject to Code Section 162(m)
will be treated as performance-based compensation under Code Section
162(m)(4)(C). If any provision of the Plan does not comply with the requirements
of Code Section 162(m), then such provision shall be construed or deemed amended
to the extent necessary to conform to such requirements.

(i) GOVERNING LAW. The validity, construction, and effect of the Plan, any
rules and regulations relating to the Plan, and any Award shall be determined in
accordance with the laws of the State of California (without giving effect to
principles of conflicts of laws thereof) and applicable federal law. No Award
made under the Plan shall be intended to be deferred compensation under Code
Section 409A and will be interpreted accordingly.

(j) AMENDMENTS AND TERMINATION. The Committee may terminate the Plan at any
time, provided such termination shall not affect the payment of any Awards
accrued under the Plan prior to the date of the termination. The Committee may,
at any time, or from time to time, amend or suspend and, if suspended,
reinstate, the Plan in whole or in part; provided, however,
that any amendment of the Plan shall be subject to the approval of the Company153s
shareholders to the extent required to comply with the requirements of Code
Section 162(m), or any other applicable laws, regulations or rules.

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