{"id":38740,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/deferred-compensation-plan-agilent-technologies-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"deferred-compensation-plan-agilent-technologies-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/deferred-compensation-plan-agilent-technologies-inc.html","title":{"rendered":"Deferred Compensation Plan – Agilent Technologies Inc."},"content":{"rendered":"

AGILENT TECHNOLOGIES, INC.<\/strong><\/p>\n

2005 DEFERRED COMPENSATION PLAN<\/strong><\/p>\n

(Amended and Restated Effective January 1,
\n2011)<\/strong><\/p>\n

Section 1.<\/u><\/strong> Establishment and Purpose of
\nPlan.<\/strong><\/p>\n

The Agilent Technologies, Inc. 2005 Deferred Compensation Plan has been
\namended and restated effective September 17, 2007; September 15, 2008; October
\n28, 2009; and most recently as of January 1, 2011. The Plan continues the
\nprogram of deferred compensation embodied in the document for the Prior Plan in
\na manner designed to comply with the requirements of the American Jobs Creation
\nAct of 2004. The rules of this Plan document, rather than those of the Prior
\nPlan Document, will govern new deferrals. The Plan provides deferred
\ncompensation for a select group of management or highly compensated employees as
\nestablished in Title I of ERISA.<\/p>\n

The Plan is intended to be an unfunded and unsecured deferred compensation
\narrangement between the Participant and Agilent, in which the Participant agrees
\nto give up a portion of the Participant153s current compensation in exchange for
\nAgilent153s unfunded and unsecured promise to make a payment at a future date, as
\nspecified in Section 6. Agilent retains the right, as provided in Section 13, to
\namend or terminate the Plan at any time. Certain capitalized words used in the
\ntext of the Plan are defined in Section 19 in alphabetical order.<\/p>\n

Section 2.<\/u><\/strong> Participation in the
\nPlan.<\/strong><\/p>\n

2.1 All Eligible Employees are eligible to defer Base Pay, Bonus, LTPP
\nAwards, or NES Awards under the Plan. In addition, the Committee may provide
\nthat company contributions may be made to the Plan for the benefit of a
\nParticipant under the terms and conditions as may be specified by Agilent, in
\nany manner Agilent deems appropriate; provided, however, that any such
\ncontribution shall comply with Section 409A of the Code, and any contribution
\nmade with respect to a Covered Officer must be consistent with the requirements
\nfor deductibility of compensation under Section 162(m) of the Code.<\/p>\n

Section 3.<\/u><\/strong> Timing and Amounts of Deferred
\nCompensation.<\/strong><\/p>\n

Eligible Employees shall make elections to participate in the Plan, as
\nfollows:<\/p>\n

3.1 Base Pay Deferrals<\/u>.<\/p>\n

(a) Timing of Base Pay Deferral<\/u>. With respect to a deferral of Base
\nPay, an election to defer Base Pay must be made before December 31, or such
\nearlier date established by the Committee, of the calendar year preceding the
\ncalendar year with respect to which the services associated with such Base Pay
\nare performed, and in accordance with procedures established by the Committee.
\nBase Pay deferral elections shall be irrevocable on the December 31 of the
\ncalendar year preceding the calendar year with respect to which such election
\npertains, or such earlier date as Agilent determines in its discretion.
\nNotwithstanding the foregoing, a new Eligible Employee may make an initial
\ndeferral election by the date the Committee specifies<\/p>\n

1<\/p>\n

\n

<\/p>\n

after the individual receives enrollment materials; provided, however, that
\nsuch initial deferral election shall be made no later than the 30th day after
\nthe individual becomes an Eligible Employee.<\/p>\n

(b) Amount of Base Pay Deferral<\/u>. The percentage that will be deferred
\nfrom Base Pay for an Eligible Employee is determined as follows:<\/p>\n

(i) The Eligible Employee will elect an annual percentage to be deferred from
\nBase Pay. The maximum annual percentage of Base Pay that may be deferred each
\ncalendar year is equal to one hundred percent of the amount that Base Pay
\nexceeds the Eligibility Pay Threshold.<\/p>\n

(ii) The percentage will be converted into an amount per pay period to be
\ndeferred and adjusted as necessary (the “Pay Period Deferral Amount”).<\/p>\n

3.2 Bonus Deferrals<\/u>.<\/p>\n

(a) Timing of Bonus Deferral<\/u>. An election to defer Bonuses must be
\nmade before December 31, or such earlier date established by the Committee, of
\nthe calendar year preceding the calendar year with respect to which the services
\nrelating to the Bonuses are performed, and in accordance with procedures
\nestablished by the Committee. Bonus deferral elections shall be irrevocable on
\nthe December 31 of the calendar year preceding the calendar year with respect to
\nwhich such election pertains, or such earlier date as Agilent determines in its
\ndiscretion. Notwithstanding the foregoing, a Participant may elect to defer
\nBonuses that are Performance Based Compensation; provided, however, such
\nelection shall not be made later than six months prior to the end of the
\napplicable performance period and such election shall be irrevocable as Agilent
\ndetermines in its discretion as reflected in the election form. Notwithstanding
\nthe foregoing, a new Eligible Employee may make an initial bonus deferral
\nelection by the date the Committee specifies after the individual receives
\nenrollment materials; provided, however, that such initial deferral election
\nshall be made no later than the 30th day after the individual becomes an
\nEligible Employee and the election may only apply to compensation paid for
\nservices performed after the election.<\/p>\n

(b) Amount of Bonus Deferral<\/u>. The amount of any bonus an Eligible
\nEmployee may must be:<\/p>\n

(i) No more than 95%, of any Bonus to which he or she may become entitled;
\nand<\/p>\n

(ii) Not more than the amount by which the sum of the Pay-For-Results Bonus,
\nplus the Participant153s Base Pay for such calendar year, exceeds the Eligibility
\nPay Threshold.<\/p>\n

The deferral amount must be expressed in terms of a whole percentage point.
\nOnce an election is made by an Eligible Employee to defer any portion of a
\nBonus, the appropriate dollar amount will be withheld from the Bonus when this
\namount would have otherwise been paid.<\/p>\n

2<\/p>\n

\n

<\/p>\n

3.3 LTPP Award Deferrals and NES Award Deferrals<\/u>.<\/p>\n

(a) Timing of LTPP Award Deferral<\/u>. Participants must make an election
\nto defer an LTPP Award no later than 6 months before the end of the performance
\nperiod so long as the LTPP Award meets the definition of Performance Based
\nCompensation. If the LTPP Award does not meet the definition of Performance
\nBased Compensation, the election to defer the LTPP Award must be made not later
\nthan: (i) December 31, or such earlier date established by the Committee, of the
\ncalendar year preceding the calendar year with respect to which the services
\nassociated with such LTPP Award are performed, and in accordance with procedures
\nestablished by the Committee, or (ii) the 30th day after the individual first
\nbecomes an Eligible Employee and the election may only apply to compensation
\npaid for services performed after the election. LTPP Award deferral elections
\nshall be irrevocable as Agilent determines in its discretion as reflected in the
\nelection form.<\/p>\n

(b) Timing of NES Award Deferral<\/u>. Participants must make an election
\nto defer a NES Award no later than 6 months before the end of the performance
\nperiod so long as the NES Award meets the definition of Performance Based
\nCompensation. If the NES Award does not meet the definition of Performance Based
\nCompensation, the election to defer the NES Award must be made not later than:
\n(i) December 31, or such earlier date established by the Committee, of the
\ncalendar year preceding the calendar year with respect to which the services
\nassociated with such NES Award are performed, and in accordance with procedures
\nestablished by the Committee, (ii) 30 days after the date of grant, provided
\nthat (1) the NES Award is subject to a forfeiture condition requiring the
\ncontinued performance of services for a period of at least 12 months and (2) the
\nelection is made at least 12 months in advance of the earliest date at which the
\nforfeiture condition could lapse, or (iii) the 30th day after the individual
\nfirst becomes an Eligible Employee and the election may only apply to
\ncompensation paid for services performed after the election. NES Award deferral
\nelections shall be irrevocable as Agilent determines in its discretion as
\nreflected in the election form.<\/p>\n

(c) Amount of Deferral of LTPP Award<\/u>. An Eligible Employee may defer
\nany portion, up to 95%, of any LTPP Award to which he or she may become
\nentitled, so long as the deferral amount is expressed in terms of a whole
\npercentage point; provided, however, if the percentage results in a fractional
\nshare, the number of Shares deferred shall be rounded up to the nearest whole
\nShare. Once an election is made by an Eligible Employee to defer any portion of
\nan LTPP Award, the appropriate Shares will be withheld from the LTPP Award when
\nthe Shares would have otherwise have been distributed.<\/p>\n

(d) Amount of Deferral of NES Award<\/u>. An Eligible Employee may defer
\nany portion, up to 95%, of any NES Award to which he or she may become entitled,
\nso long as the deferral amount is expressed in terms of a whole percentage
\npoint; provided, however, if the percentage results in a fractional share, the
\nnumber of Shares deferred shall be rounded up to the nearest whole Share. Once
\nan election is made by an Eligible Employee to defer any portion of a NES Award,
\nthe appropriate Shares will be withheld from the NES Award when the Shares would
\nhave otherwise have been distributed.<\/p>\n

3.4 Company Contributions<\/u>. Notwithstanding anything provided in this
\nSection 3 or otherwise in the Plan to the contrary, the Committee shall have the
\ndiscretion to provide that company contributions may be made to the Plan for the
\nbenefit of a Participant under the terms<\/p>\n

3<\/p>\n

\n

<\/p>\n

and conditions as may be specified by Agilent, in any manner Agilent deems
\nappropriate; provided, however, that any such contribution shall comply with
\nSection 409A of the Code.<\/p>\n

Section 4.<\/u><\/strong> Crediting of Deferral
\nAccounts.<\/strong><\/p>\n

Amounts deferred pursuant to Section 3 shall be credited to a Deferral
\nAccount in the name of the Participant. Deferred Amounts arising from deferrals
\nof Base Pay shall be credited to a Participant153s Base Pay Deferral Account at
\nleast quarterly. Deferrals resulting from amounts credited to a Participant153s
\nBonus Deferral Account from the deferral of Bonuses shall be credited to a Bonus
\nDeferral Account as soon as practicable after such Bonus would otherwise have
\nbeen paid. Deferrals resulting from amounts credited to a Participant153s Deferral
\nAccount from the deferral of LTPP Awards or NES Awards shall be credited to a
\nParticipant153s LTPP Deferral Account or NES Deferral Account, as appropriate, as
\nsoon as practicable after such LTPP Award or NES Award would otherwise have been
\npaid. Any dividends paid on Shares shall be credited to the LTPP Deferral
\nAccount or NES Deferral Account, as appropriate. The Participant153s rights in the
\nDeferral Account shall be no greater than the rights of any other unsecured
\ngeneral creditor of Agilent. Deferred Amounts and Earnings thereon invested
\nhereunder shall for all purposes be part of the general funds of Agilent. Any
\npayout to a Participant of amounts credited to a Participant153s Deferral Account
\nis not due, nor are such amounts ascertainable, until the Payout Commencement
\nDate.<\/p>\n

Section 5.<\/u><\/strong> Earnings on the Deferral
\nAccount.<\/strong><\/p>\n

5.1 Crediting in General<\/u>. Amounts in a Participant153s Deferral Account
\nwill be credited at least quarterly with Earnings until such amounts are paid
\nout to the Participant under this Plan as set forth in Section 6. All Earnings
\nattributable to the Deferral Account shall be added to the liability of and
\nretained therein by Agilent. Any such addition to the liability shall be
\nappropriately reflected on the books and records of Agilent153s Consolidated Group
\nand identified as an addition to the total sum owing the Participant. The
\nDeferral Account of a Rollover Participant shall be credited with Earnings at
\nthe same time and accounted for in the same manner as the Deferral Account of a
\nParticipant (regardless of the Rollover Participant153s eligibility to participate
\nin the Plan), pro-rated to reflect the date on which the deferral account from a
\nRollover Plan is transferred into the Plan.<\/p>\n

5.2 Hypothetical Investment Options<\/u>. Except as otherwise provided in
\nthis Section 5.2, and subject to provisions of Section 4, the Committee may, in
\nits discretion, offer Participants a choice among various Hypothetical
\nInvestment Options on which their Deferral Accounts may be credited. Such a
\nchoice is nominal in nature, and grants Participants no real or beneficial
\ninterest in any specific fund or property. Provision of a choice among
\nHypothetical Investment Options grants the Participant no ability to affect the
\nactual aggregate investments Agilent may or may not make to cover its
\nobligations under the Plan. Any adjustments Agilent may make in its actual
\ninvestments for the Plan may only be instigated by Agilent, and may or may not
\nbear a resemblance to the Participants153 hypothetical investment choices on an
\naccount-by-account basis. The timing, allowance and frequency of hypothetical
\ninvestment choices, and a Participant153s ability to change how his or her
\nDeferral Account is credited, is within the sole discretion of the Committee.\n<\/p>\n

4<\/p>\n

\n

<\/p>\n

5.3 Investment Directions<\/u>. A Participant may direct the deemed
\ninvestment of the Participant153s Deferred Amounts among the Hypothetical
\nInvestment Options, in the manner prescribed by Agilent at the time of
\nenrollment or re-enrollment. Investment elections shall be in such minimum
\npercentage amounts with respect to each such option as permitted by Agilent.
\nNotwithstanding any other provision of the Plan to the contrary, all deferrals
\nof non-cash LTPP Awards or NES Awards shall be deemed to be invested in Shares
\nuntil such Shares are paid out in accordance with Section 6.<\/p>\n

5.4 Reinvestment Directions<\/u>. On a daily basis, by instructing a third
\nparty administrator that Agilent selects in its discretion in the manner
\nprescribed, a Participant may direct the reinvestment of the Participant153s
\nDeferral Accounts among the various Hypothetical Investment Options; provided,
\nhowever, that certain reinvestments may be restricted by Agilent, the third
\nparty administrator or applicable law. A Participant shall specify the
\nreinvestment amounts of the Participant153s Deferred Account to be invested in
\nsuch Hypothetical Investment Options. Reinvestment directions shall be in such
\nminimum dollar or percentage amounts as permitted by Agilent or the third party
\nadministrator. Notwithstanding any other provision of the Plan to the contrary,
\nParticipants may not direct the reinvestment of their deferral of non-cash LTPP
\nAwards or NES Awards.<\/p>\n

5.5 No Investment Directions<\/u>. In the event that the Participant fails
\nto direct his or her investment, a Participant153s Deferral Account shall be
\ncredited with the deemed return on investment in Vanguard Institutional Index
\nFund : Institutional Plus. Notwithstanding the foregoing, all deferrals of
\nnon-cash LTPP Awards or NES Awards shall be deemed to be invested in Shares.\n<\/p>\n

Section 6.<\/u><\/strong> Payout to the
\nParticipants.<\/strong><\/p>\n

6.1 Termination<\/u>. The form and commencement of benefit may be made in
\naccordance with the Participant153s election at the time of deferral and this
\nSection 6.1.<\/p>\n

(a) Form of Payout<\/u>.<\/p>\n

(i) Prior to January 1, 2008 and if a Participant153s Aggregate Deferral
\nAccount Balance is equal to or greater than $25,000 on the Termination Date, a
\nParticipant making a valid election under this Section 6.1, and whose
\nTermination Date occurs during the first six (6) months of the calendar year,
\nmay elect to receive either (a) a single lump sum payout in the first pay period
\nin January of the year following the Termination Year, or (b) a payout in annual
\ninstallments over a five (5) to fifteen (15) year period beginning with the
\nfirst pay period in January following the Termination Year. A Participant making
\na valid election under this Section 6.1, and whose Termination Date occurs
\nduring the second six (6) months of the calendar year, may elect to receive
\neither (a) a single lump sum payout in the first pay period in January of the
\nsecond year following the Termination Year, or (b) a payout in annual
\ninstallments over a five (5) to fifteen (15) year period beginning with the
\nfirst pay period in January of the second year following the Termination Year.
\nIf, however, Participant153s Aggregate Deferral Account Balance is less than
\n$25,000 on the Termination Date, then the Participant will receive a single lump
\nsum payout at the first pay period in January following the Termination Year;
\nprovided, that if the Termination Date occurs within the second six months of
\nthe calendar<\/p>\n

5<\/p>\n

\n

<\/p>\n

year, payment of such lump sum will be made in the first pay period in
\nJanuary of the second year following the Termination Year.<\/p>\n

(ii) On or after January 1, 2008 and if a Participant153s Aggregate Deferral
\nAccount Balance is equal to or greater than $25,000 on the Termination Date, a
\nParticipant making a valid election under this Section 6.1, and whose
\nTermination Date occurs during the first six (6) months of the calendar year,
\nmay elect to receive either (a) a single lump sum payout in January of the year
\nfollowing the Termination Year, or (b) a payout in annual installments over a
\nfive (5) to fifteen (15) year period beginning in the January following the
\nTermination Year. A Participant making a valid election under this Section 6.1,
\nand whose Termination Date occurs during the second six (6) months of the
\ncalendar year, may elect to receive either (a) a single lump sum payout in the
\nJuly of the year following the Termination Year, or (b) a payout in annual
\ninstallments over a five (5) to fifteen (15) year period beginning in the July
\nof the first year following the Termination Year. If, however, Participant153s
\nAggregate Deferral Account Balance is less than $25,000 on the Termination Date,
\nthen the Participant will receive a single lump sum payout in January following
\nthe Termination Year; provided, that if the Termination Date occurs within the
\nsecond six months of the calendar year, payment of such lump sum will be made in
\nJuly following the Termination Year.<\/p>\n

(iii) 2008 Special Payout Election on or before December 31, 2008<\/u>.
\nParticipants who are identified by the Committee, in its sole discretion, may
\nmake a special payment election for their Aggregate Deferral Account Balance in
\ncalendar year 2008; provided that the election is made no later than December
\n31, 2008. An election made pursuant to this subparagraph (iii) shall be
\nirrevocable when made and shall be subject to any special administrative rules
\nimposed by Agilent including rules intended to comply with section 409A of the
\nCode, and shall not become effective until January 1, 2009. No election under
\nthis subparagraph (iii) shall (A) change the payment date of any distribution
\notherwise scheduled to be paid in 2008 or cause a payment to be paid in 2008, or
\n(B) be permitted after December 31, 2008.<\/p>\n

(b) Commencement of Payout<\/u>. A Participant making a valid election
\nunder this Section 6.1 may elect a Payout Commencement Date, under either the
\nsingle lump sum or the annual installment election addressed in Section 6.1(a),
\nthat is the date determined under Section 6.1(a) plus an additional one (1), two
\n(2) or three (3) years.<\/p>\n

(c) In-Service Distribution Date<\/u>. With respect to Base Pay, Bonus,
\nLTPP Awards or NES Awards earned after December 31, 2010, an Eligible Employee
\nor Participant may elect pursuant to Section 3 of the Plan to defer Base Pay,
\nBonus, LTPP Awards or NES Awards to an In-Service Distribution Account. The
\nCommittee, in its sole discretion, may limit the number of In-Service
\nDistribution Accounts that Participants may maintain under the Plan at any time.
\nFor each In-Service Distribution Account, the Participant must elect a single
\nIn-Service Distribution Date. A Participant may defer amounts from multiple
\ncalendar years into the same In-Service Distribution Account, provided the
\nParticipant does not defer an amount into an In-Service Distribution Account
\nduring a calendar year in which falls the In-Service Distribution Date for that
\nIn-Service Distribution Account. If an Eligible Employee or Participant elects
\nto make deferrals to an In-Service Distribution Account, the amount deferred to\n<\/p>\n

6<\/p>\n

\n

<\/p>\n

the In-Service Distribution Account will be paid to the Participant in a
\nsingle lump sum payment on the earlier to occur of the applicable In-Service
\nDistribution Date, death or Termination.<\/p>\n

(d) Earnings on Deferral Accounts<\/u>. Whatever the form of payout under
\nSection 6, and whatever the timing of the Payout Commencement Date, the Deferral
\nAccount of a Participant shall continue to be credited with Earnings until all
\namounts in such an account are paid out to the Participant.<\/p>\n

6.2 Default Form and Commencement of Payout<\/u>.<\/p>\n

(a) Prior to January 1, 2008, if a valid election under Section 6.1 is not
\nmade, and the Participant153s Aggregate Deferral Account Balance is equal to or
\ngreater than $25,000 on the Termination Date, then the Participant shall receive
\nhis or her payout in annual installments over the fifteen (15) year period
\nbeginning with the first pay period in January following the Termination Year;
\nprovided, that if the Termination Date occurs within the second six months of
\nthe calendar year, payment of such annual installments will begin with the first
\npay period in January of the second year following the Termination Year. If,
\nhowever, Participant153s Aggregate Deferral Account Balance is less than $25,000
\non the Termination Date, then the Participant will receive a single lump sum
\npayout at the first pay period in January following the Termination Year;
\nprovided, that if the Termination Date occurs within the second six months of
\nthe calendar year, payment of such lump sum will be made in the first pay period
\nin January of the second year following the Termination Year.<\/p>\n

(b) On or after January 1, 2008, if a valid election under Section 6.1 is not
\nmade, and the Participant153s Aggregate Deferral Account Balance is equal to or
\ngreater than $25,000 on the Termination Date, then the Participant shall receive
\nhis or her payout in annual installments over the fifteen (15) year period
\nbeginning in January following the Termination Year; provided, that if the
\nTermination Date occurs within the second six months of the calendar year,
\npayment of such annual installments will begin in July following the Termination
\nYear. If, however, Participant153s Aggregate Deferral Account Balance is less than
\n$25,000 on the Termination Date, then the Participant may receive a single lump
\nsum payout in January following the Termination Year; provided, that if the
\nTermination Date occurs within the second six months of the calendar year,
\npayment of such lump sum will be made in July following the Termination Year.\n<\/p>\n

6.3 Death of Participant<\/u>.<\/p>\n

(a) Prior to January 1, 2008 and if a Participant dies and a valid election
\nwas made under Section 6.1, the Beneficiary will be paid in the same manner as
\nthe Participant would have if he or she Terminated; the date of death shall be
\ndeemed the Termination Date. If the Participant dies and no valid election was
\nmade, and the Participant153s Deferral Account balance is equal to or greater than
\n$25,000 on the date of death, then the Beneficiary will receive the payout in
\nannual installments over the fifteen (15) year period beginning in January in
\nthe calendar year following the year of the Participant153s death. If, however,
\nsuch Deferral Account balance is less than $25,000 on the date of death, then
\nthe Beneficiary shall receive a single lump sum in January of the year following
\nthe year of death.<\/p>\n

7<\/p>\n

\n

<\/p>\n

(b) On or after January 1, 2008 and if a Participant dies and a valid
\nelection was made under Section 6.1, the Beneficiary will be paid in the same
\nmanner as the Participant would have if he or she Terminated; the date of death
\nshall be deemed the Termination Date. If the Participant dies and no valid
\nelection was made, and the Participant153s Deferral Account balance is equal to or
\ngreater than $25,000 on the date of death, then the Beneficiary will receive the
\npayout in annual installments over the fifteen (15) year period beginning in
\nJanuary in the calendar year following the year of the Participant153s death. If,
\nhowever, such Deferral Account balance is less than $25,000 on the date of
\ndeath, then the Beneficiary shall receive a single lump sum in January of the
\nyear following the year of death.<\/p>\n

6.4 Special Rules for Participants with Deferrals of LTPP Awards or NES
\nAwards<\/u>. In the event that the payout of a Deferral Account includes payout
\nunder a Participant153s LTPP Deferral Account or NES Deferral Account, then the
\npayout of an LTPP Deferral Account and\/or NES Deferral Account shall be made
\nsubject to such rules and procedures as may be established by Agilent. However,
\nany such rules and procedures shall not effect the form or commencement date of
\nthe benefit, unless otherwise required by law.<\/p>\n

6.5 Special Rule for Director Service<\/u>. A Participant will be deemed to
\nhave Terminated if he or she ceases to be an employee of an Employer, but is
\nthen a Director of Agilent.<\/p>\n

6.6 Specified Employees<\/u>. Notwithstanding any other Plan provision, no
\npayment to a “specified employee” (as defined in Treasury Regulation \u00a7
\n1.409A-1(i)) shall commence earlier than six (6) months after the date of such
\nindividual153s Termination Date (except in the case of a Termination due to
\ndeath). The commencement of a validly elected payment should be delayed to the
\nday that is at least six (6) months after such Termination Date.<\/p>\n

Section 7.<\/u><\/strong> Hardship Provision for
\nUnforeseeable Emergencies.<\/strong><\/p>\n

Neither the Participant nor his or her Beneficiary is eligible to withdraw
\namounts credited to a Deferral Account prior to the time specified in Section 6.
\nHowever, such credited amounts may be subject to early withdrawal if (1) an
\nunforeseeable emergency occurs that is caused by a sudden and unexpected illness
\nor accident of the Participant, the Participant153s spouse, the Beneficiary (if
\nthe Beneficiary is a natural person) or of a dependent (as defined in Section
\n152 of the Code without regard to Section 152(b)(1), (b)(2) or (d)(1)(B)) of the
\nParticipant, loss of the Participant153s property due to casualty, or other
\nsimilar extraordinary and unforeseeable circumstances arising as a result of
\nevents beyond the Participant153s control, (2) such circumstances would result in
\nsevere financial hardship to the individual if early withdrawal is not
\npermitted, and (3) any other requirements established under the Code and
\nregulations promulgated thereunder, are satisfied. A severe financial hardship
\nexists only when all other reasonably available financial resources have been
\nexhausted, including but not limited to (1) reimbursement or compensation by
\ninsurance or otherwise, (2) liquidation of the Participant153s assets, to the
\nextent that liquidation of such assets would not itself cause severe financial
\nhardship, or (3) cessation of deferrals under the Plan. Examples of what are not
\nconsidered to be unforeseeable emergencies include the need to send a
\nParticipant153s child to college or the desire to purchase a home.<\/p>\n

8<\/p>\n

\n

<\/p>\n

The Committee shall have sole discretion to determine whether to approve any
\nwithdrawal under this Section 7, which amount will be limited to the amount
\nnecessary to meet the emergency. The Committee153s decision is final and binding
\non all interested parties. A Participant who is then serving as a member of the
\nCommittee shall not vote on whether or not he or she is eligible for such a
\nwithdrawal under this Section 7.<\/p>\n

Section 8.<\/u><\/strong> Designation of
\nBeneficiary.<\/strong><\/p>\n

The Participant shall, in accordance with procedures established by the
\nCommittee, (1) designate a Beneficiary hereunder, and (2) shall have the right
\nthereafter to change such designation. No Beneficiary designation shall be
\neffective unless it is in writing, on the form required by Agilent and provided
\nto the appropriate person at Agilent prior to the Participant153s death.
\nNotwithstanding the foregoing, with respect to an employee who became a Plan
\nParticipant during the Transition Period, all existing beneficiary designations
\non file with the HP Executive Deferred Compensation Plan or the Prior Plan shall
\nbe deemed and treated as designations under this Plan; provided, however, the
\nlast valid beneficiary designation on file shall govern. In the case of a
\nParticipant153s death, payment due under this Plan shall be made to the designated
\nBeneficiary or, in the absence of such designation, by will or the laws of
\ndescent and distribution in the Participant153s state of residence at the time of
\nhis or her death.<\/p>\n

Section 9.<\/u><\/strong> Limitation on
\nAssignments.<\/strong><\/p>\n

Except to comply with a domestic relations order defined under Treasury
\nRegulation \u00a7 1.409A-3(j)(4)(ii), benefits under this Plan are not subject to
\nanticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
\nattachment or garnishments by creditors of the Participant or the Participant153s
\nBeneficiary and any attempt to do so shall be void.<\/p>\n

Section 10.<\/u><\/strong> Administration.<\/strong><\/p>\n

10.1 Administration by Committee<\/u>. The Committee shall administer the
\nPlan. Notwithstanding any provision of the Plan to the contrary, no member of
\nthe Committee shall be entitled to vote on any matter which would create a
\nsignificant risk that such member could be treated as being in constructive
\nreceipt of some or all of his or her Deferral Account. The Committee shall have
\nthe sole authority to interpret the Plan, to establish and revise rules and
\nregulations relating to the Plan and to make any other determinations that it
\nbelieves necessary or advisable for the administration of the Plan. Decisions
\nand determinations by the Committee shall be final and binding upon all parties,
\nincluding shareholders, Participants, Beneficiaries and other employees. The
\nCommittee may delegate its administrative responsibilities, as it deems
\nappropriate.<\/p>\n

10.2 Claims and Appeals<\/u>. The claims and appeals provisions for the
\nPlan are set forth in the summary to the Plan that is provided to Participants.\n<\/p>\n

10.3 Books and Records<\/u>. Books and records maintained for the purpose
\nof the Plan shall be maintained by the officers and employees of Agilent at its
\nexpense and subject to supervision and control of the Committee.<\/p>\n

9<\/p>\n

\n

<\/p>\n

Section 11.<\/u><\/strong> No Funding Obligation.<\/strong>\n<\/p>\n

Agilent153s Consolidated Group is under no obligation to transfer amounts
\ncredited to the Participant153s Deferral Account to any trust or escrow account,
\nand Agilent153s Consolidated Group is under no obligation to secure any amount
\ncredited to a Participant153s Deferral Account by any specific assets of Agilent153s
\nConsolidated Group or any other asset in which Agilent153s Consolidated Group has
\nan interest. This Plan shall not be construed to require Agilent153s Consolidated
\nGroup to fund any of the benefits provided hereunder nor to establish a trust
\nfor such purpose. Agilent may make such arrangements as it desires to provide
\nfor the payment of benefits, including, but not limited to, the establishment of
\na grantor trust or such other equivalent arrangements as Agilent may decide. No
\nsuch arrangement shall cause the Plan to be a funded plan within the meaning of
\nTitle I of ERISA, nor shall any such arrangement change the nature of the
\nobligation of Agilent153s Consolidated Group nor the rights of the Participants
\nunder the Plan as provided in this document. Neither the Participant nor his or
\nher estate shall have any rights against Agilent153s Consolidated Group with
\nrespect to any portion of the Deferral Account except as a general unsecured
\ncreditor. No Participant has an interest in his or her Deferral Account until
\nthe Participant actually receives the deferred payment.<\/p>\n

Section 12.<\/u><\/strong> Amendment and Termination of the
\nPlan.<\/strong><\/p>\n

Agilent, by action of the Committee, in its sole discretion may suspend or
\nterminate the Plan or revise or amend it in any respect whatsoever; provided,
\nhowever, that amounts already credited to Deferral Accounts will continue to be
\nowed to the Participants or Beneficiaries and will continue to accrue Earnings
\nand continue to be a liability of Agilent. The Committee may, in its discretion,
\nterminate the Plan in accordance with Section 409A of the Code and the
\nregulations promulgated thereunder, for any reason including a Change in
\nControl. Participants or Beneficiaries will be given notice prior to the
\ndiscontinuance of the Plan or reduction of any benefits provided by the Plan.
\nNotwithstanding any other provision of the Plan, Agilent may without Participant
\nor Beneficiary consent amend the Plan or change the Plan153s administrative rules
\nand procedures or modify the terms of a deferral election to comply with Section
\n409A of the Code.<\/p>\n

Section 13.<\/u><\/strong> Tax Withholding.<\/strong><\/p>\n

Agilent153s Consolidated Group may withhold Taxes from any cash payment made or
\nShares distributed under the Plan or Bonus plan or arrangement, owing as a
\nresult of any deferral or payment hereunder, as Agilent deems appropriate in its
\nsole discretion. If, with respect to the pay period within which a deferral,
\npayment or Bonus is made under the Plan or Bonus plan or arrangement, or the
\nParticipant receives insufficient actual cash compensation to cover such Taxes,
\nthen Agilent153s Consolidated Group may withhold any remaining Taxes owing from
\nthe deferred amount or Participant153s subsequent cash compensation received,
\nuntil such Tax obligation is satisfied, or otherwise make appropriate
\narrangements with the Participant or Beneficiary for satisfaction of such
\nobligation.<\/p>\n

10<\/p>\n

\n

Section 14.<\/u><\/strong> Applicable Law.<\/strong><\/p>\n

This Plan, and all rights under this Plan, shall be interpreted and construed
\nin accordance with ERISA, as applicable, and, to the extent not preempted, the
\nlaw of the State of California, unless otherwise stated in the Plan. This Plan
\nis intended to comply, and shall be interpreted as necessary to comply, with
\nSection 409A of the Code and the regulations promulgated thereunder. Any
\nprovision of the Plan that is noncompliant with Code Section 409A is void or
\ndeemed amended to comply with Code Section 409A. Agilent does not guarantee or
\nwarrant the tax consequences of any payment under this Plan and the Participants
\nshall in all cases be liable for any taxes due with respect to the Plan.<\/p>\n

Section 15.<\/u><\/strong> Notice.<\/strong><\/p>\n

Any written notice to Agilent required by any of the provisions of this Plan
\nshall be addressed to the chief personnel officer of Agilent or his or her
\ndelegate and shall become effective when it is received.<\/p>\n

Section 16.<\/u><\/strong> No Employment Rights.<\/strong>\n<\/p>\n

Nothing in the Plan, nor any action of Agilent pursuant to the Plan, shall be
\ndeemed to give any person any right to remain in the employ of Agilent153s
\nConsolidated Group or affect the right of Agilent to terminate a person153s
\nemployment at any time and for any reason.<\/p>\n

Section 17.<\/u><\/strong> Severability of
\nProvisions.<\/strong><\/p>\n

If any particular provision of this Plan is found to be invalid or
\nunenforceable, such provision shall not affect any other provisions of the Plan,
\nbut the Plan shall be construed in all respects as if such invalid provision had
\nbeen omitted.<\/p>\n

Section 18.<\/u><\/strong> Rollovers from other
\nPlans.<\/strong><\/p>\n

18.1 Discretion to Accept<\/u>. The Committee shall have complete authority
\nand discretion, but no obligation, to allow the Plan to create Deferral Accounts
\nfor Rollover Participants and credit such accounts with amounts to reflect the
\nRollover Participant153s deferral account in a Rollover Plan. The amounts credited
\nto such Deferral Accounts are fully subject to the provisions of this Plan.
\nReference in the Plan to such a crediting as a “rollover” or “transfer” of
\nassets from a Rollover Plan is nominal in nature, and confers no additional
\nrights upon a Rollover Participant other than those specifically set forth in
\nthe Plan.<\/p>\n

18.2 Status of Rollover Participants<\/u>. A Rollover Participant and his
\nor her Beneficiary are fully subject to the provisions of this Plan, except as
\notherwise expressly set forth herein. A Rollover Participant who is not already
\na Participant in the Plan and is not otherwise eligible to participate in the
\nPlan at the time of rollover, shall not be entitled to make any additional
\ndeferrals under the Plan unless and until he or she has become an Eligible
\nEmployee under the terms of the Plan.<\/p>\n

18.3 Payment to Rollover Participants<\/u>. If at the time of rollover or
\ntransfer, payments from a Rollover Participant153s account in a Rollover Plan have
\nalready commenced from a<\/p>\n

11<\/p>\n

\n

<\/p>\n

Rollover Plan, he or she shall continue to receive such payments in
\naccordance with the form and timing of payment provisions of such plan. lf a
\nRollover Participant is not yet eligible to receive payments from the Rollover
\nPlan at the time of the rollover or transfer, he or she is bound by the payout
\nprovisions of this Plan.<\/p>\n

Section 19.<\/u><\/strong> Definitions.<\/strong><\/p>\n

19.1 Agilent<\/u> means Agilent Technologies, Inc., a Delaware corporation.\n<\/p>\n

19.2 Agilent153s Consolidated Group<\/u> means Agilent or any business entity
\nwithin the Agilent consolidated<\/u> group<\/p>\n

19.3 Aggregate Deferral Account Balance<\/u> means the sum of the Deferral
\nAccount and any other plan or arrangement with respect to which deferrals of
\ncompensation are treated as having been deferred under a single nonqualified
\ndeferred compensation plan under Treasury Regulation \u00a7 1.409A-1(c)(2).<\/p>\n

19.4 Base Pay<\/u> means the annual base salary rate of cash compensation
\nfor employees on the U.S. payroll of Agilent, excluding bonuses, incentive
\ncompensation, commissions, overtime pay, Bonuses, severance payments, shift
\ndifferential, payments under the Agilent Technologies, Inc. Disability Plan or
\nany other additional compensation.<\/p>\n

19.5 Base Pay Deferral Account<\/u> means the sub-account of the Deferral
\nAccount that includes (i) the sum of amounts credited to Participant153s Base Pay
\nDeferral Account under Section 4, plus (ii) amounts credited (net of amounts
\ndebited) in accordance with all the applicable crediting provisions of this Plan
\nthat relate to the Participant153s Base Pay Deferral Account, less (iii) all
\ndistributions made to the Participant or his or her Beneficiary pursuant to this
\nPlan that relate to the Participant153s Base Pay Deferral Account.<\/p>\n

19.6 Eligibility Pay Threshold<\/u> means the amount defined in Section
\n401(a)(17) of the Code, as adjusted by the Secretary of the Treasury under
\nSection 415(d) of the Code, in effect on January 1st of the calendar year for
\nwhich amounts are to be deferred.<\/p>\n

19.7 Beneficiary<\/u> means the person or persons designated by a
\nParticipant pursuant to Section 8, in accordance with and accepted by Agilent,
\nto receive any amounts payable under the Plan in the event of the Participant153s
\ndeath.<\/p>\n

19.8 Bonus<\/u> shall have the same meaning as an “Award” as set forth in
\nthe Agilent Technologies, Inc. 2010 Performance-Based Compensation Plan for
\nCovered Employees, as amended from time to time, a Pay-For-Results Bonus, or any
\nother management bonus plan or arrangement that provides a bonus compensation
\nopportunity to Eligible Employees as defined by the Committee from time to time.
\nBonus does not include any sales incentive compensation or commission.<\/p>\n

19.9 Bonus Deferral Account<\/u> means the sub-account of the Deferral
\nAccount that includes (i) the sum of amounts credited to Participant153s Bonus
\nDeferral Account under Section 4, plus (ii) amounts credited (net of amounts
\ndebited) in accordance with all the applicable crediting provisions of this Plan
\nthat relate to the Participant153s Bonus Deferral Account, less (iii)<\/p>\n

12<\/p>\n

\n

<\/p>\n

all distributions made to the Participant or his or her Beneficiary pursuant
\nto this Plan that relate to the Participant153s Bonus Deferral Account.<\/p>\n

19.10 Change in Control means the occurrence of any of the following
\nevents:<\/u><\/p>\n

(a) The sale, exchange, lease or other disposition or transfer of all or
\nsubstantially all of the consolidated assets of Agilent to a person or group (as
\nsuch terms are defined or described in Treasury Regulation \u00a7
\n1.409A-3(i)(5)(v)(B)) which will continue the business of Agilent in the future;
\nor<\/p>\n

(b) A merger or consolidation involving Agilent in which a person or group
\n(as such terms are defined or described in Treasury Regulation \u00a7
\n1.409A-3(i)(5)(v)(B)) acquires more than 75% of the total voting power of the
\noutstanding voting securities of Agilent resulting from such transaction in
\nsubstantially the same proportion as their ownership of the total voting power
\nof the outstanding voting securities of Agilent immediately prior to such merger
\nor consolidation; or<\/p>\n

(c) The acquisition of ownership in which a person or group (as such terms
\nare defined or described in Treasury Regulation \u00a7 1.409A-3(i)(5)(v)(B)) acquires
\nduring the 12-month period ending on the date of the most recent acquisition by
\nsuch person or persons at least 30% of the total voting power of the outstanding
\nvoting securities of Agilent.<\/p>\n

19.11 Code<\/u> means the Internal Revenue Code of 1986, as amended from
\ntime to time.<\/p>\n

19.12 Committee<\/u> means the Compensation Committee of the Board of
\nDirectors of Agilent or its delegate(s).<\/p>\n

19.13 Covered Officer<\/u> shall have the same meaning as “covered
\nemployee” does under Section 162(m) of the Code.<\/p>\n

19.14 Deferral Account<\/u> means the account balance of a Participant in
\nthe Plan created from Deferred Amounts, any company contributions or from a
\ncredit to a Participant153s account from a Rollover Plan, and the Earnings thereon
\nprior to a payout to the Participant.<\/p>\n

19.15 Deferred Amount<\/u> means the amount the Participant elects to have
\ndeferred from Base Pay and\/or a Bonus, pursuant to Section 3, LTPP Award(s) the
\nParticipant elects to have deferred, NES Award(s) the Participant elects to have
\ndeferred, or company contributions.<\/p>\n

19.16 Earnings<\/u> means the deemed return on investment (or charge on
\ninvestment loss) allocated to a Participant153s Deferral Account, based on the
\nreturn of the Hypothetical Investment Options.<\/p>\n

19.17 Eligible Employee<\/u> means an employee on the U.S. payroll of
\nAgilent153s Consolidated Group who has a Base Pay rate plus Pay-For-Results Bonus
\nduring the year in which the election is made as specified in Section 3 equal to
\nor in excess of the Eligibility Pay Threshold and who Agilent notifies is
\neligible to participate in the Plan.<\/p>\n

13<\/p>\n

\n

<\/p>\n

19.18 Employer<\/u> means Agilent or any of its affiliates as determined
\nunder Treasury Regulation \u00a7 1.409A-1(h)(3).<\/p>\n

19.19 ERISA<\/u> means the Employee Retirement Income Security Act of 1974,
\nas amended from time to time.<\/p>\n

19.20 Exchange Act<\/u> means the Securities Exchange Act of 1934, as
\namended from time to time.<\/p>\n

19.21 HP<\/u> means Hewlett-Packard Company, a Delaware corporation.<\/p>\n

19.22 Hypothetical Investment Options<\/u> means those options listed in
\nAppendix A of this Plan. Said options are at the sole discretion of and subject
\nto amendment or termination by the Committee.<\/p>\n

19.23 In-Service Distribution Account<\/u> means a sub-account of the
\nDeferral Account, which may include amounts from a Participant153s Base Pay
\nDeferral Account, Bonus Deferral Account, LTPP Deferral Account and NES Award
\nAccount, that is payable on an In-Service Distribution Date.<\/p>\n

19.24 In-Service Distribution Date<\/u> means a Payout Commencement Date
\nfor a Participant153s In-Service Distribution Account, which date must be either
\nJanuary 1 or July 1 of a calendar year that follows the calendar year in which
\nan amount was first deferred into the In-Service distribution Account.<\/p>\n

19.25 LTPP<\/u> means the Agilent Technologies, Inc. Long-Term Performance
\nPlan, as it may be amended from time to time.<\/p>\n

19.26 LTPP Award<\/u> means any award to be delivered to a Participant at
\nthe end of a performance period under the terms of the LTPP.<\/p>\n

19.27 LTPP Deferral Account<\/u> means the sub-account of the Deferral
\nAccount that includes (i) the LTPP Awards credited to Participant153s LTPP
\nDeferral Account under Section 4, plus (ii) amounts credited (net of amounts
\ndebited) in accordance with all the applicable crediting provisions of this Plan
\nthat relate to the Participant153s LTPP Deferral Account, less (iii) all
\ndistributions made to the Participant or his or her Beneficiary pursuant to this
\nPlan that relate to the Participant153s LTPP Deferral Account.<\/p>\n

19.28 NES<\/u> means the New Executive Stock Award granted to an executive
\nunder the Agilent Technologies, Inc. 1999 Stock Plan, or any successor plan
\nthereto.<\/p>\n

19.29 NES Award<\/u> means any award to be delivered to a Participant at
\nthe end of a performance period under the terms of the NES Agreement.<\/p>\n

19.30 NES Deferral Account<\/u> means the sub-account of the Deferral
\nAccount that includes (i) the NES Awards credited to the Participant153s NES
\nDeferral Account under Section 4 plus (ii) amounts credited (net of amounts
\ndebited) in accordance with all applicable crediting provisions of this Plan
\nthat relate to the Participant153s NES Deferral Account, less (iii) all<\/p>\n

14<\/p>\n

\n

<\/p>\n

distributions made to the Participant or his Beneficiary pursuant to this
\nPlan that relate to the Participant153s NES Deferral Account.<\/p>\n

19.31 Pay-For Results Bonus<\/u> means “Variable Payment” and “Variable
\nPay” as set forth in the Agilent Technologies, Inc. Pay-For-Results Plan for
\nNon-Covered Employees, as amended from time to time.<\/p>\n

19.32 Participant<\/u> means any individual who has a Deferral Account
\nunder the Plan or who is receiving or entitled to receive benefits under the
\nPlan. The term Participant also refers to a Rollover Participant, except where
\nexpressly provided otherwise.<\/p>\n

19.33 Payout Commencement Date<\/u> means the date upon which a payment to
\na Participant of an amount credited to his or her Deferral Account first
\ncommences.<\/p>\n

19.34 Performance Based Compensation<\/u> means, as defined in Section
\n409A, compensation the amount of which, or entitlement to which, is contingent
\non the satisfaction of preestablished organizational or individual performance
\ncriteria relating to a performance period of at least 12 consecutive months.
\nOrganizational or individual performance criteria are considered preestablished
\nif established in writing by not later than 90 days after the commencement of
\nthe period of service to which the criteria relates, provided that the outcome
\nis substantially uncertain at the time the criteria are established. At the time
\nof the deferral election, in order for the election to be in compliance with
\nCode Section 409A, (i) the Participant must perform services continuously for
\nthe period beginning on the later of the first day of the performance period or
\nthe date the performance criteria are established, and ending on the date of
\nelection with respect to the performance based compensation and (ii) the
\nelection must not be made after the amount of the performance based compensation
\nbecomes reasonably ascertainable.<\/p>\n

19.35 Plan<\/u> means the Agilent Technologies, Inc. 2005 Deferred
\nCompensation Plan.<\/p>\n

19.36 Prior Plan<\/u> means the Agilent Technologies, Inc. Deferred
\nCompensation Plan.<\/p>\n

19.37 Rollover Participant<\/u> means an individual with a Deferral Account
\nin the Plan transferred from a Rollover Plan in accordance with the provisions
\nof Section 18. The term Rollover Participant may also refer to an individual who
\nhas previously been a Participant in the Plan, or an existing Participant at the
\ntime of transfer.<\/p>\n

19.38 Rollover Plan<\/u> means the nonqualified deferred compensation plan
\nof a business entity acquired by Agilent through acquisition of a majority of
\nthe voting interest in, or substantially all of the assets of, such entity.<\/p>\n

19.39 Shares<\/u> means shares of the common stock of Agilent.<\/p>\n

19.40 Tax or (Taxes)<\/u> means any federal, state, local, or any other
\ngovernmental income tax, employment tax, payroll tax, excise tax, or any other
\ntax or assessment owing with respect to amounts deferred, any Earnings thereon,
\nor any payments made to Participants or Beneficiaries under the Plan.<\/p>\n

15<\/p>\n

\n

<\/p>\n

19.41 Termination<\/u> or Terminates<\/u> means a separation from service
\nwithin the meaning of Treasury Regulation \u00a7 1.409A-1(h). A Participant shall not
\nbe deemed to have separated from service if the Participant continues to provide
\nservices to an Employer at an annual rate that is fifty percent or more of the
\nservices rendered, on average, during the immediately preceding three full years
\nof employment with the Employer (or if employed by the Employer less than three
\nyears, such lesser period); provided, however, that a separation from service
\nwill be deemed to have occurred if a Participant153s service with an Employer is
\nreduced to an annual rate that is less than twenty percent of the services
\nrendered, on average, during the immediately preceding three full years of
\nemployment with the Employer (or if employed by the Employer less than three
\nyears, such lesser period).<\/p>\n

19.42 Termination Date<\/u> means the date on which the Participant
\nTerminates employment.<\/p>\n

19.43 Termination Year<\/u> means the calendar year within which a
\nParticipant153s Termination Date falls.<\/p>\n

19.44 Transition Period<\/u> means the period commencing with the beginning
\nof Agilent153s Payroll Date, and ending on the Distribution Date (as such terms
\nare defined in the Master Separation and Distribution Agreement between HP and
\nAgilent, effective August 12, 1999).<\/p>\n

Section 20.<\/u><\/strong> Execution.<\/strong><\/p>\n

IN WITNESS WHEREOF, Agilent has caused this amended and restated Plan to be
\nduly adopted by the undersigned this 8th day of October, 2010, effective as of
\nJanuary 1. 2011.<\/p>\n

Agilent Technologies, Inc.<\/strong><\/p>\n\n\n\n\n\n\n
\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Marie Oh Huber<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Marie Oh Huber<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Senior Vice President, General Counsel and Secretary<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Agilent Technologies, Inc.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

16<\/p>\n

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