Stock Option Award Agreement – for U.S. Employees – Agilent Technologies Inc.

AGILENT TECHNOLOGIES, INC.

2009 STOCK PLAN

STOCK OPTION AWARD AGREEMENT FOR U.S.
EMPLOYEES

THIS AGREEMENT, dated as of the date of grant (the “Grant Date”) indicated in
your account maintained by the company providing administrative services in
connection with the Plan (as defined below) (the “External Administrator”),
between Agilent Technologies, Inc., a Delaware corporation (the “Company”), and
you as an individual who has been granted a stock option pursuant to the Agilent
Technologies, Inc. 2009 Stock Plan (the “Awardee”) is entered into as follows:

WITNESSETH:

WHEREAS, the Company has established the Agilent Technologies, Inc. 2009
Stock Plan, (the “Plan”), and a description of the terms and conditions of the
Plan is set forth in the U.S. Plan prospectus (the “Prospectus”). A copy of the
Prospectus is available at http://stockoptions.corporate.agilent.com and also on
your External Administrator website. A copy of the Plan document can be viewed
at http://stockoptions.corporate.agilent.com and will also be made available
upon request; and

WHEREAS, the Compensation Committee of the Board of Directors of the Company
(the “Committee”) or its authorized delegate(s) determined that the Awardee
shall be granted an option under the Plan as hereinafter set forth;

NOW THEREFORE, the parties hereby agree that the Company grants the Awardee
an option (“Option”) to purchase the number of shares of the Company153s $0.01 par
value voting Common Stock indicated in the Awardee153s External Administrator
account subject to the terms and conditions set forth herein and in the Plan.

1. Governing Document. This Option is granted under and pursuant to
the Plan and is subject to each and all of the provisions thereof. In the event
of a conflict between the terms and conditions of the Plan and the terms and
conditions of this Award Agreement, the terms and conditions of the Plan shall
prevail. Capitalized terms used and not otherwise defined herein are used with
the same meanings as in the Plan.

2. Option Price. The Option price shall be equal to the Fair Market
Value (as defined in the Plan document) of the underlying shares on the Grant
Date, unless otherwise required by law. The Option price for this grant is
indicated in the Awardee153s External Administrator account.

3. Non-Transferability of Option. This Option is not transferable by
the Awardee except by will or the laws of descent and distribution. During the
Awardee153s lifetime, only the Awardee can exercise this Option. This Option may
not be transferred, assigned, pledged or hypothecated by the Awardee during his
or her lifetime, whether by operation of law or otherwise, and is not subject to
execution, attachment or similar process.

4. Vesting. So long as the Awardee retains status as an Awardee
Eligible to Vest as such term is defined in the Plan, this Option will vest in
whole or in part, in accordance with the following vesting schedule:
25% per year for 4 years.

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An Awardee loses status as an Awardee Eligible to Vest when certain events
occur, including but not limited to, termination of employment with the Company
or transfer of employment from the Company. If an individual ceases to be an
Awardee Eligible to Vest, other than as a result of circumstances described in
Sections 4(a), (b), (c) and (d) below, the Awardee153s unvested Option shall
terminate immediately. If, for any reason, the Awardee does not exercise his or
her vested Option within the appropriate exercise period set forth in Section 7
below, the Option shall automatically terminate, and the underlying shares
covered by such Option shall revert to the Plan.

(a) Retirement of Awardee. If the Awardee ceases to be an Awardee
Eligible to Vest as a result of the Awardee153s retirement, in accordance with the
Company153s or its Subsidiary153s retirement policy, all unvested Options shall
continue to vest in accordance with the vesting schedule set forth above.

(b) Disability of Awardee. If the Awardee ceases to be an Awardee
Eligible to Vest as a result of the Awardee153s total and permanent disability,
all unvested Options shall immediately vest.

(c) Death of Awardee. If the Awardee dies while an Employee or after
Awardee153s retirement, in accordance with the Company153s or its Subsidiary153s
retirement policy, all unvested Options shall immediately vest.

(d) Voluntary Severance Incentive Program. If the Awardee ceases to be
an Awardee Eligible to Vest as a result of participation in the Company153s or its
Subsidiary153s voluntary severance incentive program approved by the Board or
Executive Committee, any unvested Option and/or SAR shall immediately vest.

5. Term of the Option. This Option will expire ten (10) years from the
Grant Date, unless sooner terminated, forfeited, or canceled in accordance with
the provisions of the Plan. This means that the Option must be exercised, if at
all, on or before the expiration date. This expiration date is indicated in the
Awardee153s External Administrator account. The Awardee is responsible for keeping
track of this date and will not receive any prior notification of the expiration
date from the Company.

6. Exercise of the Option. Options may be exercised in any manner
permitted by the External Administrator, and will be subject to such
administrator153s fees and procedures. The Company reserves the right to limit
availability of certain methods of exercise as it deems necessary, including
those limitations set forth in the Appendix to this Award Agreement.

7. Termination of Employment. Any unvested portion of the Option shall
be terminated 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 the
Awardee153s death, total and permanent disability, retirement or participation in
the Company153s Workforce Management Program. Except as the Committee may
otherwise determine, termination of the 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.

All rights of the Awardee in this Option, to the extent that it has vested
but has not been exercised, shall terminate on the earlier of the expiration
date or three (3) months after the Awardee loses

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status as an Awardee Eligible to Vest, except where the Awardee loses such
status because of death, retirement or permanent and total disability. In the
event of the Awardee153s death, his or her legal representative or designated
beneficiary shall have the right to exercise the Awardee153s right under this
Option. The representative or designee must exercise the Option before the
earlier of the expiration date or one (1) year after the death of the Awardee,
and shall be bound by the provisions of the Plan. In case of permanent and total
disability, the Awardee retains rights in this Option until the earlier of the
expiration date or three (3) years from the date thereof. In the case of
retirement, the Awardee retains rights in this Option until the expiration date;
provided that in the event of such Awardee153s death prior to the expiration date,
his or her legal representative or designated beneficiary shall have the right
to exercise the Awardee153s right under this Option before the earlier of the
expiration date or one (1) year after the death of the Awardee as set forth
above.

Notwithstanding any provision in the Plan to the contrary, if an Awardee
terminates employment due to death, total and permanent disability, or due to
participation in the Company153s Workforce Management Program, the Option shall
vest in full and if an Awardee terminates employment due to retirement in
accordance with the Company153s local retirement policy, the Option shall continue
to vest in accordance with the vesting schedule set forth in Section 4 above.

In the event of a Change of Control of the Company (as defined in Section
18(c) of the Plan or any successor), the Option shall vest in full immediately
prior to the closing of the transaction. The foregoing shall not apply where the
Option 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 options shall be able to acquire
such publicly traded securities.

8. Restrictions on Sale of Shares of Common Stock. The Company shall
not be obligated to issue any shares of Common Stock pursuant to this Option
unless the shares of Common Stock 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.

9. Responsibility for Taxes. Regardless of any action the Company or
the Awardee153s 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”), the Awardee acknowledges that the ultimate liability for
all Tax-Related Items legally due by the Awardee is and remains the 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 Option, including the grant, vesting or
exercise of the Option, the subsequent sale of shares of Common Stock acquired
pursuant to such exercise and the receipt of any dividends; and (2) do not
commit to structure the terms of the grant or any aspect of the Option to reduce
or eliminate the Awardee153s liability for Tax-Related Items.

Prior to the relevant taxable event, the Awardee shall pay or make adequate
arrangements satisfactory to the Company and/or the Employer to satisfy all
Tax-Related Items withholding obligations of the Company and/or the Employer. In
this regard, the Awardee authorizes the Company and/or the Employer, at their
sole discretion to satisfy the obligations with regard to all applicable
Tax-Related Items legally payable by one or a combination of the following: (1)
withholding from the Awardee153s wages or other cash compensation paid to the
Awardee by the

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Company and/or the Employer; (2) withholding from proceeds of the sale of
shares of Common Stock acquired upon exercise of the Option; (3) arranging for
the sale of shares of Common Stock acquired upon exercise of the Option (on the
Awardee153s behalf and at the Awardee153s discretion pursuant to this
authorization); or (4) withholding 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. If the obligation for the Awardee153s Tax-Related
Items is satisfied by withholding a number of shares of Common Stock as
described herein, the Awardee is deemed to have been issued the full number of
shares of Common Stock subject to the Option, notwithstanding that a number of
the shares of Common Stock are held back solely for the purpose of paying the
Tax-Related Items due as a result of any aspect of this Option.

Finally, the Awardee will 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 the Awardee153s participation in the Plan or the Awardee153s purchase
of shares of Common Stock that cannot be satisfied by the means previously
described. The Company may refuse to honor the exercise and refuse to deliver
the shares of Common Stock if the Awardee fails to comply with his or her
obligations in connection with the Tax-Related Items as described in this
section.

10. Adjustment. The number of shares of Common Stock subject to this
Option and the Option price of such shares may be adjusted by the Company from
time to time pursuant to the Plan.

11. Nature of the Option. By accepting the grant of this Option, the
Awardee acknowledges and agrees that:

(i) 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;

(ii) the grant of an option is a one-time benefit which does not create any
contractual or other right to receive future grants of options, or benefits in
lieu of options, even if options have been granted repeatedly in the past;

(iii) all determinations with respect to any future option grants, including,
but not limited to, the times when options shall be granted, the maximum number
of shares subject to each option and the option price, will be at the sole
discretion of the Company;

(iv) 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 the Awardee153s employment relationship at any time;

(v) participating in the Plan is voluntary;

(vi) the Option 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 the Awardee153s employment contract,
if any;

(vii) the Option and the shares of Common Stock acquired under the Plan are
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 welfare 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;

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(viii) in the event the Awardee is not an employee of the Company, the Option
will not be interpreted to form an employment contract or relationship with the
Company, the Employer or any Subsidiary or Affiliate;

(ix) the future value of the underlying shares of Common Stock is unknown and
cannot be predicted with certainty;

(x) if the underlying shares of Common Stock do not increase in value, the
Option will have no value;

(xi) if the Awardee exercises the Option and acquires shares of Common Stock,
the value of those shares of Common Stock acquired may increase or decrease in
value, even below the Option price;

(xii) in consideration of the grant of the Option, no claim or entitlement to
compensation or damages shall arise from termination of the Option or diminution
in value of the Option or shares of Common Stock acquired under the Option
resulting from termination of the Awardee153s employment by the Company or the
Employer and the Awardee irrevocably releases the Company and the Employer from
any such claim that may arise;

(xiii) the vesting of any Option ceases upon termination of employment with
the Company or transfer of employment from the Company, or other cessation of
eligibility to vest for any reason, except as may otherwise be explicitly
provided in the Plan document or this Award Agreement;

(xiv) the Company is not providing any tax, legal or financial advice, nor is
the Company making any recommendations regarding the Awardee153s participation in
the Plan, the exercise of the Option or the purchase or sale of shares of Common
Stock under the Plan;

(xv) the Awardee is advised to consult with personal tax, legal and financial
advisors regarding participation in the Plan before taking any action related to
the Plan; and

(xvi) the Awardee acknowledges that this Award Agreement is between the
Awardee and the Company, and that the Employer is not a party to this Award
Agreement.

12. 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 External Administrator for the
exclusive purpose of implementing, administering and managing the Awardee153s
participation in the Plan.

The Awardee hereby understands that the Company and the Employer
hold certain personal information about the Awardee, including, but not limited
to, the Awardee153s name, home address and telephone number, date of birth, social
security number or other identification number, salary, nationality, job title,
any shares of stock or directorships held in the Company, details of all Options
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”). The 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 the 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
the Awardee153s country. All such transfers of Data will be in accordance with the
Company153s Privacy Policies and Guidelines. The Awardee hereby understands that
the

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Awardee may request a list with the names and addresses of any
potential recipients of the Data by contacting the Awardee153s local human
resources representative. The 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 the Awardee may elect to deposit any
Common Stock acquired upon exercise of the Option. The Awardee hereby
understands that refusing or withdrawing the Awardee153s consent may affect the
Awardee153s ability to participate in the Plan. For more information on the
consequences of the Awardee153s refusal to consent or withdrawal of consent, the
Awardee understands that he or she may contact his or her human resources
representative responsible for the Awardee153s country at the local or regional
level.

13. No Rights Until Issuance. The Awardee shall have no rights
hereunder as a shareholder with respect to any shares subject to this Option
until the date that shares of Common Stock are issued to the Awardee upon
exercise of the Option.

14. Recoupment. This Option 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 Option 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.

15. Administrative Procedures. The Awardee agrees to follow the
administrative procedures that may be established by the Company and/or the
External Administrator for participation in the Plan which may include a
requirement that the shares issued upon vesting be held by the External
Administrator until the Awardee disposes of such shares. The Awardee further
agrees that the Company may determine the actual method of withholding for
Tax-Related Items as described in Section 9 above. Awardee agrees to update the
Company with respect to Awardee153s home address, contact information and any
information necessary for the Company or one of its affiliates to process any
required tax withholding or reporting related to this Option.

16. Entire Agreement; Amendment. 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 the 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. Otherwise, this Option may be amended as provided in the Plan.

17. Governing Law and Venue. This Award Agreement is governed by and
construed according to the internal substantive laws, but not the choice of law
rules, of the State of Delaware 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.

18. Binding Agreement; Interpretation. By accepting the grant of this
Option evidenced hereby, the Awardee and the Company agree that this Option is
granted under and governed by the terms and conditions of the Plan and this
Award Agreement. The Awardee has reviewed the Prospectus and this Award
Agreement in their entirety, has had an opportunity to obtain the advice of
counsel prior to accepting the Option and fully understands all provisions of
the Prospectus and Award Agreement. The Awardee agrees to accept as binding,
conclusive and final all decisions or

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interpretations of the Administrator upon any questions relating to the Plan
and Award Agreement.

19. Language. The Awardee acknowledges that he or she may be executing
part or all of the Award Agreement in English and agrees to be bound
accordingly. 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.

20. Electronic Delivery. The Company may, in its sole discretion,
decide to deliver any documents related to the Option 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.

21. 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.

22. Acceptance and Rejection. This Award Agreement is one of the
documents governing this Option, which the Awardee must accept or reject online
through the External Administrator153s website.

	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

PLEASE PRINT AND KEEP A COPY FOR YOUR RECORDS

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