{"id":40248,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/performance-based-compensation-plan-agilent-technologies-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"performance-based-compensation-plan-agilent-technologies-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/performance-based-compensation-plan-agilent-technologies-inc.html","title":{"rendered":"Performance-Based Compensation Plan – Agilent Technologies Inc."},"content":{"rendered":"

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

2010 PERFORMANCE-BASED COMPENSATION PLAN
\nFOR COVERED EMPLOYEES<\/strong><\/p>\n

(As Adopted on November 18, 2009)<\/strong><\/p>\n

1.<\/strong> PURPOSE<\/strong><\/p>\n

The purpose of the Agilent Technologies, Inc. Performance-Based Compensation
\nPlan for Covered Employees (as amended from time to time, the “Plan”) is to
\nreward and recognize eligible employees for their contributions towards the
\nachievement by Agilent Technologies, Inc. (the “Company”) of certain Performance
\nGoals (as defined below). The Plan is designed with the intention that the
\nincentives paid hereunder to certain executive officers of the Company are
\ndeductible under Section 162(m) of the Internal Revenue Code of 1986, as
\namended, and the regulations and interpretations promulgated thereunder (the
\n“Code”). However, the Company can not guarantee that awards under the Plan will
\nqualify for exemption under Code Section 162(m) and circumstances may present
\nthemselves under which awards under the Plan do not comply with Code Section
\n162(m). The adoption of the Plan is subject to the approval of the Company153s
\nshareholders.<\/p>\n

2.<\/strong> DEFINITIONS<\/strong><\/p>\n

The following definitions shall be applicable throughout the Plan:<\/p>\n

(a) “Affiliate” shall mean (i) any entity that, directly or indirectly, is
\ncontrolled by the Company and (ii) any entity in which the Company has a
\nsignificant equity interest, in either case, as determined by the Committee.\n<\/p>\n

(b) “Award” means the amount of a cash incentive payable under the Plan to a
\nParticipant with respect to a Performance Period.<\/p>\n

(c) “Board” means the Board of Directors of the Company, as constituted from
\ntime to time.<\/p>\n

(d) “Committee” means the Compensation Committee of the Board or another
\nCommittee designated by the Board which is comprised of two or more “outside
\ndirectors” as defined in Code Section 162(m).<\/p>\n

(e) “Participant” means any employee of the Company or its Affiliates who is
\ndesignated as a Participant (either by name or by position) by the Committee.\n<\/p>\n

(f) “Performance Goal” means an objective formula or standard determined by
\nthe Committee with respect to each Performance Period based on one or more of
\nthe following criteria and any objectively verifiable adjustment(s) thereto
\npermitted and pre-established by the Committee in accordance with Code Section
\n162(m): (i) pre-tax income or after-tax income; (ii) income or earnings
\nincluding operating income, earnings before or after taxes, interest,
\ndepreciation and\/or amortization; (iii) net income excluding amortization of
\nintangible assets,<\/p>\n

\n

<\/p>\n

depreciation and impairment of goodwill and intangible assets and\/or
\nexcluding charges attributable to the adoption of new accounting pronouncements;
\n(iv) earnings or book value per share (basic or diluted); (v) return on assets
\n(gross or net), return on investment, return on invested capital, or return on
\nequity; (vi) return on revenues; (vii) cash flow, free cash flow, cash flow
\nreturn on investment (discounted or otherwise), net cash provided by operations,
\nor cash flow in excess of cost of capital; (viii) economic value created; (ix)
\noperating margin or profit margin; (x) stock price or total stockholder return;
\n(xi) income or earnings from continuing operations; (xii) capital expenditures,
\ncost targets, reductions and savings and expense management; and (xiii)
\nstrategic business criteria, consisting of one or more objectives based on
\nmeeting specified market penetration or market share, geographic business
\nexpansion, objective customer satisfaction or information technology goals, and
\nobjective goals relating to divestitures, joint ventures, mergers, acquisitions
\nand similar transactions, each with respect to the Company and\/or one or more of
\nits Affiliates or operating units.<\/p>\n

(g) “Performance Period” means any period not exceeding 36 months as
\ndetermined by the Committee, in its sole discretion. The Committee may establish
\ndifferent Performance Periods for different Participants, and the Committee may
\nestablish concurrent or overlapping Performance Periods.<\/p>\n

3.<\/strong> ADMINISTRATION<\/strong><\/p>\n

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

4.<\/strong> ELIGIBILITY<\/strong><\/p>\n

Employees of the Company shall be eligible to participate in the Plan as
\ndetermined at the sole discretion of the Committee.<\/p>\n

5.<\/strong> AMOUNT OF AWARDS<\/strong><\/p>\n

(a) With respect to each Participant, the Committee will establish one or
\nmore Performance Periods, an individual Participant incentive target for each
\nPerformance Period and the Performance Goal(s) to be met during such Performance
\nPeriod(s). In order to qualify as performance-based compensation, the
\nestablishment of the Performance Period(s), the applicable Performance Goals and
\nthe targets must occur in compliance with and to the extent required by the
\nrules and regulations of Code Section 162(m).<\/p>\n

(b) The maximum amount of any Awards that can be paid under the Plan to any
\nParticipant with respect to any 12-month performance cycle is $10,000,000.<\/p>\n

(c) The Committee reserves the right, in its sole discretion, to reduce or
\neliminate the amount of an Award otherwise payable to a Participant with respect
\nto any Performance Period.<\/p>\n

2<\/p>\n

\n

<\/p>\n

The reduction of an Award otherwise payable to a Participant with respect to
\na Performance Period shall have no effect on the Award payable to any other
\nParticipant for such Performance Period.<\/p>\n

6.<\/strong> PAYMENT OF AWARDS<\/strong><\/p>\n

Any distribution made under the Plan shall be made in cash and occur within a
\nreasonable period of time after the end of the Performance Period in which the
\nParticipant has earned the Award; provided<\/em> that no Award shall become
\npayable to a Participant with respect to any Performance Period until the
\nCommittee has certified in writing that the terms and conditions underlying the
\npayment of such Award have been satisfied. Notwithstanding the foregoing, in
\norder to comply with the short-term deferral exception under Section 409A of the
\nCode, payment shall occur no later than the 15th day of the third month
\nfollowing the end of the Company153s taxable year in which the payment was earned.\n<\/p>\n

7.<\/strong> CHANGES IN STATUS<\/strong><\/p>\n

(a) Except as may be otherwise determined by the Committee in its sole
\ndiscretion, the payment of an Award with respect to all or a portion of a
\nspecific Performance Period, as applicable, requires that the employee be on the
\nCompany153s payroll in active service as of the end of such Performance Period
\nunless the Participant is not in active service on the last day of the
\nPerformance Period due to retirement, workforce management, total and permanent
\ndisability or death, in which case the Participant will be eligible to receive a
\nprorated Award for days worked with respect to the Performance Period to the
\nextent that the relevant Performance Goals have been met. A Participant who
\nbecomes ineligible for this Plan after the start of the Performance Period is
\neligible to receive a prorated Award for days worked, except as provided in
\nSection 7(b).<\/p>\n

(b) A Participant will forfeit any Award for a Performance Period during
\nwhich a Participant is involuntarily terminated for cause or voluntarily
\nterminates his employment with the Company for reasons other than death, total
\nand permanent disability, workforce management or retirement, at the age and
\nservice-year level set by the Company or the local law requirements where the
\nParticipant is employed.<\/p>\n

8.<\/strong> RECOUPMENT<\/strong><\/p>\n

Any Award paid under the Plan is subject to the terms of the Agilent
\nTechnologies Executive Compensation Recoupment Policy, or any successor policy
\nthereto, in the form approved by the Committee as the date of grant (the
\n“Policy”), if and to the extent that the Policy by its terms applies to the
\nAward and the Participant.<\/p>\n

3<\/p>\n

\n

<\/p>\n

9.<\/strong> GENERAL<\/strong><\/p>\n

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

(b) CLAIM TO AWARDS AND EMPLOYMENT RIGHTS. Nothing in the Plan shall confer
\non any Participant the right to continued employment with the Company or any of
\nits affiliates, or affect in any way the right of the Company or any affiliate
\nto terminate the Participant153s employment at any time, and for any reason, or
\nchange the Participant153s responsibilities. Awards represent unfunded and
\nunsecured obligations of the Company and a holder of any right hereunder in
\nrespect of any Award shall have no rights other than those of a general
\nunsecured creditor to the Company.<\/p>\n

(c) BENEFICIARIES. To the extent the Committee permits beneficiary
\ndesignations, any payment of Awards under the Plan to a deceased Participant
\nshall be paid to the beneficiary duly designated by the Participant in
\naccordance with the Company153s practices. If no such beneficiary has been
\ndesignated or survives the Participant, payment shall be made to the
\nParticipant153s legal representative. A beneficiary designation may be changed or
\nrevoked by a Participant at any time, provided the change or revocation is filed
\nwith the Committee prior to the Participant153s death.<\/p>\n

(d) NONTRANSFERABILITY. A person153s rights and interests under the Plan,
\nincluding any Award previously made to such person or any amounts payable under
\nthe Plan, may not be sold, assigned, pledged, transferred or otherwise alienated
\nor hypothecated except, in the event of a Participant153s death, to a designated
\nbeneficiary as provided in the Plan, or in the absence of such designation, by
\nwill or the laws of descent and distribution.<\/p>\n

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

4<\/p>\n

\n

<\/p>\n

(f) EXPENSES. The expenses of administering the Plan shall be borne by the
\nCompany.<\/p>\n

(g) TITLES AND HEADINGS. The titles and headings of the sections in the Plan
\nare for convenience of reference only, and in the event of any conflict, the
\ntext of the Plan, rather than such titles or headings, shall control.<\/p>\n

(h) INTENT. The intention of the Company and the Committee is to administer
\nthe Plan in compliance with Code Section 162(m) so that the Awards paid under
\nthe Plan to Participants who are or may become subject to Code Section 162(m)
\nwill be treated as performance-based compensation under Code Section
\n162(m)(4)(C). If any provision of the Plan does not comply with the requirements
\nof Code Section 162(m), then such provision shall be construed or deemed amended
\nto the extent necessary to conform to such requirements.<\/p>\n

(i) GOVERNING LAW. The validity, construction, and effect of the Plan, any
\nrules and regulations relating to the Plan, and any Award shall be determined in
\naccordance with the laws of the State of California (without giving effect to
\nprinciples of conflicts of laws thereof) and applicable federal law. No Award
\nmade under the Plan shall be intended to be deferred compensation under Code
\nSection 409A and will be interpreted accordingly.<\/p>\n

(j) AMENDMENTS AND TERMINATION. The Committee may terminate the Plan at any
\ntime, provided such termination shall not affect the payment of any Awards
\naccrued under the Plan prior to the date of the termination. The Committee may,
\nat any time, or from time to time, amend or suspend and, if suspended,
\nreinstate, the Plan in whole or in part; provided<\/em>, however<\/em>,
\nthat any amendment of the Plan shall be subject to the approval of the Company153s
\nshareholders to the extent required to comply with the requirements of Code
\nSection 162(m), or any other applicable laws, regulations or rules.<\/p>\n

5<\/p>\n

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