{"id":38355,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1999-non-employee-director-stock-plan-agilent-technologies-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-non-employee-director-stock-plan-agilent-technologies-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-non-employee-director-stock-plan-agilent-technologies-inc.html","title":{"rendered":"1999 Non-Employee Director Stock Plan &#8211; Agilent Technologies Inc."},"content":{"rendered":"<pre>\n \n                          AGILENT TECHNOLOGIES, INC.\n\n                     1999 NON-EMPLOYEE DIRECTOR STOCK PLAN\n\n\nPART I.   PLAN ADMINISTRATION AND ELIGIBILITY\n------                                       \n\n     1.   Purpose.  The purpose of this 1999 Non-Employee Director Stock Plan \n          -------   \n(the \"Plan\") of Agilent Technologies, Inc. (the \"Company\") is to encourage\nownership in the Company by outside directors of the Company (each, a \"Non-\nEmployee Director,\" or collectively, the \"Non-Employee Directors\") whose\ncontinued services are considered essential to the Company's continued progress\nand thus to provide them with a further incentive to remain as directors of the\nCompany.\n\n     2.   Administration.  The Board of Directors (the \"Board\") of the Company \n          --------------        \nor any committee (the \"Committee\") of the Board that will satisfy Rule 16b-3 of\nthe Securities Exchange Act of 1934, as amended (the \"Exchange Act\"), and any\nregulations promulgated thereunder, as from time to time in effect, including\nany successor rule (\"Rule 16b-3\"), shall supervise and administer the Plan. The\nCommittee shall consist solely of two or more non-employee directors of the\nCompany, who shall be appointed by the Board. A member of the Board shall be\ndeemed to be a \"non-employee director\" only if he or she satisfies such\nrequirements as the Securities and Exchange Commission may establish for non-\nemployee directors under Rule 16b-3. Members of the Board receive no additional\ncompensation for their services in connection with the administration of the\nPlan.\n\n     The Board or the Committee may adopt such rules or guidelines as it deems\nappropriate to implement the Plan. The Board or the Committee shall determine\nall questions of interpretation of the Plan or of any shares issued under it and\nsuch determination shall be final and binding upon all persons having an\ninterest in the Plan. Any or all powers and discretion vested in the Board or\nthe Committee under this Plan may be exercised by any subcommittee so authorized\nby the Board or the Committee and satisfying the requirements of Rule 16b-3.\n\n     3.   Participation in the Plan.  Each member of the Board who is not an\n          -------------------------                                         \nemployee of the Company or any of its subsidiaries or affiliates shall be\neligible to receive payment for his or her Annual Retainer (as defined in\nSection 12 below) under the Plan.\n\n     4.   Stock Subject to the Plan.  The maximum number of shares of the \n          -------------------------      \nCompany's $0.01 par value Common Stock (\"Common Stock\") which may be issued\nunder the Plan shall be Eight Hundred Ninety One Thousand One Hundred\n(891,100). The limitation on the number of shares that may be issued under the\nPlan shall be subject to adjustment as provided in Section 10 of the Plan.\n\n     If any outstanding option under the Plan for any reason expires or is\nterminated without having been exercised in full, the shares allocable to the\nunexercised portion of such option shall again become available for grant\npursuant to the Plan.\n\n \nPART II.  TERMS OF THE PLAN\n-------                     \n\n     5.   Term of the Plan.  The Plan shall become effective upon the earlier to\n          ----------------                                                     \noccur of its adoption by the Board or its approval by the shareholders of the\nCompany as described in Section 15 of the Plan. It shall continue in effect for\na term of ten (10) years unless sooner terminated under Section 11 of the Plan.\n\n     6.   Time for Granting Options.  No options shall be granted, and no Common\n          -------------------------                                             \nStock grant (as defined in Section 7(d) below) shall be made, after the date on\nwhich this Plan terminates. The applicable terms of this Plan, and any terms and\nconditions applicable to the options granted or shares issued prior to such\ndate, shall survive the termination of the Plan and continue to apply to such\noptions and shares.\n\n     7.   Terms and Conditions.\n          -------------------- \n\n          (a)  Compensation.\n               ------------ \n\n               (i)  Beginning with the First Plan Year (as defined in Section 12\nbelow), each Non-Employee Director will be entitled to receive a minimum of\nseventy-five percent and a maximum of one hundred percent of the value of his or\nher Annual Retainer in the form of an option to purchase shares of Common Stock\n(an \"Option Payment\") and the balance in a cash payment (a \"Cash Payment\").\n\n               (ii) If any Non-Employee Director fails to notify the Secretary\nof the Company in writing by February 1 of the preceding Plan Year (or by\nOctober 31, 1999 for the First Plan Year) of the percentage of his or her Annual\nRetainer that he or she wishes to receive in the form on an option for the next\nPlan Year, then he or she shall be deemed to have elected an Option Payment for\nseventy-five percent of the value of his or her Annual Retainer, with the\nremaining twenty-five percent in cash. Any such election, or any modification or\ntermination of such an election, shall be filed with the Company on a form\nprescribed by the Board or the Committee for this purpose.\n\n          (b)  Option Payment.  Subject to Section 7(a) above, each Non-Employee\n               --------------         \nDirector may specify the amount of his or her Annual Retainer to be received in\nthe form of a non-statutory option not entitled to special tax treatment under\nSection 422 of the Internal Revenue Code of 1986, as amended. Each option\ngranted under this Plan shall be evidenced by a written agreement in such form\nas the Board or Committee shall from time to time approve, which Agreements\nshall comply with and be subject to the following terms and conditions and such\nadditional terms and conditions as may be determined by the Board or Committee:\n\n               (i)  Date of Payment.  An option constituting an Option Payment \n                    ---------------    \ncorresponding to the First Plan Year shall be granted automatically on the IPO\nDate. For subsequent Plan Years, an option constituting any Option Payment shall\nbe granted automatically on March 1 of each Plan Year (or, if March 1 is not a\nbusiness day, on the next succeeding business day).\n\n                                      -2-\n\n \n               (ii)   Number of Shares Subject to Option.  The number of \n                      ----------------------------------  \nshares to be subject to any option granted pursuant to the Plan shall be an\namount necessary to make such option equal in value, using a option valuation\nmodel, as determined by the Board or Committee, to that portion of the Annual\nRetainer that the Non-Employee Director elected to receive in the form of an\noption. The value of the option will be calculated by assuming that the value of\nan option to purchase one share of Common Stock equals the product of (i) a\nfraction determined by dividing 1 by the Multiplier, as defined below, and (ii)\nthe Fair Market Value of a share of Common Stock on the date of grant.\n\n     The number of shares represented by an option granted pursuant to the Plan\nshall be determined by multiplying the number of shares determined in Section\n7(b)(ii) above by a multiplier determined using an option valuation method (the\n\"Multiplier\"). The Board or the Committee shall determine the Multiplier by the\nIPO Date with respect to the First Plan Year and prior to March 1 with respect\nto any succeeding Plan Year. The number of shares to be subject to the option\nshall be equal to the largest number of whole shares determined as follows:\n\n\n\n   75% or more, if applicable, of Annual Retainer     \n   ----------------------------------------------\n                                                                    \n   Fair Market Value on March 1                        x    Multiplier    =     Number of shares\n   (or Fair Market Value on the IPO Date for the\n   First Plan Year)\n\n\n               (iii)  Price of Options.  The exercise price of the option will \n                      ----------------     \nbe the Fair Market Value of the Common Stock on the date of grant.\n\n               (iv)   Exercise of Options.  Options may be exercised only by \n                      -------------------          \nwritten notice to the Company at its head office accompanied by payment in cash\nof the full consideration for the shares as to which they are exercised.\n\n               (v)    Period of Option.  The option will not be exercisable \n                      ----------------       \nuntil the one-year anniversary of the grant date, at which time it shall be\nvested as to all the shares represented by the option. No option shall be\nexercisable after the expiration of ten (10) years from the date upon which such\noption is granted.\n\n               (vi)   Exercise by Representative Following Death of Director.\n                      ------------------------------------------------------ \nA Non-Employee Director, by written notice to the Company, may designate one or\nmore persons (and from time to time change such designation) including his or\nher legal representative, who, by reason of his or her death, shall acquire the\nright to exercise all or a portion of the option. If the person or persons so\ndesignated wish to exercise any portion of the option, they must do so within\nthe term of the option as provided in Section 7(b)(v). Any exercise by a\nrepresentative shall be subject to the provisions of this Plan.\n\n               (vii)  Options Nontransferable.  Unless determined otherwise by\n                      -----------------------        \nthe Board or the Committee, each option granted under the Plan by its terms\nshall not be transferable by the optionee otherwise than by will, or by the laws\nof descent and distribution, and shall be exercised during the lifetime of the\noptionee only by him. No option or interest therein may be transferred,\n\n                                      -3-\n\n \nassigned, pledged or hypothecated by the optionee during his or her lifetime,\nwhether by operation of law or otherwise, or be made subject to execution,\nattachment or similar process.\n\n          (c)  Cash Payment.  Each Cash Payment shall be made in equal quarterly\n               ------------                                                     \ninstallments commencing March 1 of each Plan Year (or, if March 1 is not a\nbusiness day, on the next succeeding business day), with the first Cash Payment,\nif any, to be made on March 1, 2000.\n\n          (d)  Special Compensation.  The Board or the Committee may, from \n               --------------------     \ntime to time, deem it appropriate and may provide certain Non-Employee Directors\nwith additional compensation (\"Special Compensation\") under this Plan. Such\nSpecial Compensation shall be in the form of a grant of Common Stock or stock\noptions subject to terms, conditions and restrictions established by the Board\nor Committee at the time of the grant.\n\n          (e)  Form of Issuance of Shares.  Shares issued under the Plan shall \n               --------------------------  \nbe in either book entry form or in certificate form pursuant to the instructions\ngiven by the Non-Employee Director to the Company's transfer agent.\n\n          (f)  Transferability.  In the event of a Non-Employee Director's \n               ---------------          \ndeath, all of such person's rights to receive any accrued but unpaid Option\nPayment and\/or Special Compensation will transfer to the maximum extent\npermitted by law to such person's beneficiary. Each Non-Employee Director may\nname, from time to time, any beneficiary or beneficiaries (which may be named\ncontingently or successively) as his or her beneficiary for purposes of this\nPlan. Each designation shall be on a form prescribed by the Committee, will be\neffective only when delivered to the Company and when effective will revoke all\nprior designations by the Non-Employee Director. If a Non-Employee Director dies\nwith no such beneficiary designation in effect, such person's beneficiary shall\nbe his or her estate and such person's payments will be transferable by will or\npursuant to laws of descent and distribution applicable to such person.\n\nPART III. GENERAL PROVISIONS\n--------                    \n\n     8.   Assignments.  The rights and benefits under this Plan may not be \n          -----------    \nassigned except for the designation of a beneficiary as provided in Section 7.\n\n     9.   Limitation of Rights.\n          -------------------- \n\n          (a)  No Right to Continue as a Director.  Neither the Plan, nor the \n               ----------------------------------       \nissuance of shares of Common Stock, nor the grant of special Compensation, nor\nany other action taken pursuant to the Plan, shall constitute or be evidence of\nany agreement or understanding, express or implied, that the Company will retain\na director for any period of time, or at any particular rate of compensation.\n\n          (b)  No Stockholders' Rights for Options.  An optionee shall have no \n               -----------------------------------    \nrights as a stockholder with respect to the shares covered by his or her options\nuntil the date of the issuance to him of a stock certificate therefor or the\nmaking of a book entry with the Company's transfer agent, and no adjustment will\nbe made for dividends or other rights for which the record date is prior to the\ndate such certificate is issued.\n\n                                      -4-\n\n \n     10.  Adjustments in Present Stock.  In the event of any merger, \n          ----------------------------   \nconsolidation, reorganization, recapitalization, stock dividend, stock split, or\nother change in the corporate structure or capitalization affecting the\nCompany's present Common Stock, at the time of such event the Board or the\nCommittee shall make appropriate adjustments to the number (including the\naggregate numbers specified in Section 4) and kind of shares to be issued under\nthe Plan and the price of any Stock Option.\n\n     11.  Amendment and Termination of the Plan.\n          ------------------------------------- \n\n          (a)  Amendment and Termination.  The Board may at any time amend, \n               -------------------------     \nalter, suspend, or discontinue the Plan, but no amendment, alteration,\nsuspension, or discontinuation shall be made which would impair the awards\ngranted to any Non-Employee Director theretofore made, without his or her\nconsent. In addition, to the extent necessary and desirable to comply with any\napplicable law, regulation or stock exchange rule, the Company shall obtain\nshareholder approval of any Plan amendment in such a manner and to such a degree\nas required.\n\n          (b)  Effect of Amendment or Termination.  Any such amendment or\n               ----------------------------------                        \ntermination of the Plan shall not affect any Stock Option already granted and\nsuch Stock Options shall remain in full force and effect as if this Plan had not\nbeen amended or terminated.\n\n     12.  Definitions.\n          ----------- \n\n     \"Annual Retainer\" shall mean the amount to which a Non-Employee Director\nwill be entitled to receive for serving as a director in the First Plan Year or\na relevant Plan Year, but shall not include reimbursement for expenses, fees\nassociated with service on any committee of the Board or fees with respect to\nany other services to be provided to the Company.\n\n     \"Fair Market Value\" shall mean, as of any date, the average of the highest\nand lowest quoted sales prices for the Common Stock as of such date (or if no\nsales were reported on such date, the average on the last preceding day a sale\nwas made) as quoted on the stock exchange or national market system on which the\nCommon Stock is listed, with the highest trading volume, as reported in such\nsource as the Company shall determine.\n\n     \"First Plan Year\" shall mean the year beginning on the IPO Date and ending\non February 28, 2001.\n\n     \"IPO Date\" shall mean the date of the Company's initial public offering.\n\n     \"Plan Year\" shall mean the year beginning March 1 and ending February 28,\nor February 29, as the case may be, for any relevant year after the First Plan\nYear.\n\n                                      -5-\n\n \n     13.  Notice.  Any written notice to the Company required by any of the\n          ------                                                           \nprovisions of this Plan shall be addressed to the Secretary of the Company and\nshall become effective when it is received.\n\n     14.  Governing Law.  This Plan and all determinations made and actions \n          -------------     \ntaken pursuant hereto shall be governed by the law of the State of Delaware and\nconstrued accordingly.\n\n     15.  Shareholder Approval.  The Plan shall be subject to approval by the\n          --------------------                                               \nshareholders of the Company within twelve (12) months after the date the Plan is\nadopted. Such shareholder approval shall be obtained in the degree and manner\nrequired under applicable state and federal law and any stock exchange rules.\n\n     16.  Annual Maximum Shares.  Subject to adjustments as provided in Section\n          ---------------------                                                \n10 of the Plan, the maximum number of shares that can be granted to each Non-\nEmployee Director under the Plan is 150,000 shares per year.\n\n                                      -6-<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6595],"corporate_contracts_industries":[9514],"corporate_contracts_types":[9539,9543],"class_list":["post-38355","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-agilent-technologies-inc","corporate_contracts_industries-technology__test","corporate_contracts_types-compensation","corporate_contracts_types-compensation__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38355","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38355"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38355"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38355"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38355"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}