{"id":40595,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-award-agreement-for-standard-awards-granted-to-employees.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-award-agreement-for-standard-awards-granted-to-employees","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-award-agreement-for-standard-awards-granted-to-employees.html","title":{"rendered":"Stock Award Agreement – for Standard Awards Granted to Employees – Agilent Technologies Inc."},"content":{"rendered":"

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

2009 Stock Plan<\/strong><\/p>\n

Stock Award Agreement (“Award Agreement”)<\/strong>\n<\/p>\n

For Standard Awards Granted to Employees<\/strong><\/p>\n

Section 1.<\/strong> Grant of Stock
\nAward<\/u><\/strong>.<\/strong> This Stock Award Agreement, dated as of the
\ndate of grant indicated in your account maintained by the company providing
\nadministrative services in connection with the Plan (as defined below) (the
\n“External Administrator”), is entered into between Agilent Technologies, Inc.
\n(the “Company”), and you as an individual who has been granted Restricted Stock
\nUnits (the “Awardee”) pursuant to the Agilent Technologies, Inc. 2009 Stock Plan
\n(the “Plan”). This Stock Award represents the right to receive the number of
\nshares of the Company153s $0.01 par value voting common stock indicated in the
\nAwardee153s External Administrator account subject to the fulfillment of the
\nconditions set forth below and pursuant to and subject to the terms and
\nconditions set forth in the Plan. The Stock Award is an unfunded and unsecured
\npromise by the Company to deliver shares in the future. Capitalized terms used
\nand not otherwise defined herein are used with the same meanings as in the Plan.\n<\/p>\n

Section 2.<\/strong> Vesting
\nPeriod<\/u><\/strong>.<\/strong> So long as Awardee remains an Awardee
\nEligible to Vest, the Stock Award shall vest as to 25% of the shares beginning
\non the first anniversary of the date of grant stated in Section 1 above and
\nanother 25% on each subsequent anniversary of the date of grant so that the
\nStock Award is fully vested on the fourth anniversary of the date of grant.<\/p>\n

Section 3.<\/strong> Nontransferability of Stock
\nAward<\/u><\/strong>.<\/strong> This Stock Award shall not be transferable
\nby Awardee otherwise than by will or by the laws of descent and distribution.
\nThe terms of this Stock Award shall be binding on the executors, administrators,
\nheirs and successors of Awardee.<\/p>\n

Section 4.<\/strong> Termination of Employment or
\nService<\/u><\/strong>.<\/strong><\/p>\n

(a) Any unvested Stock Award shall be forfeited immediately when the Awardee
\nceases to be an Awardee Eligible to Vest, unless the Awardee ceases to be an
\nAwardee Eligible to Vest due to Awardee153s death, total and permanent disability,
\nretirement or participation in the Company153s Workforce Management Program.
\nExcept as the Committee may otherwise determine, termination of Awardee153s
\nemployment or service for any reason shall occur on the date such Awardee ceases
\nto perform services for the Company or any Affiliate without regard to whether
\nsuch Awardee continues thereafter to receive any compensatory payments therefrom
\nor is paid salary thereby in lieu of notice of termination or, with respect to a
\nmember of the Board who is not also an employee of the Company or any
\nSubsidiary, the date such Awardee is no longer a member of the Board.<\/p>\n

(b) Notwithstanding any provision in the Plan to the contrary, if an Awardee
\ndies while an Employee or after Awardee153s retirement in accordance with the
\nCompany153s local retirement policy, the Stock Award shall immediately vest in
\nfull. The vested portion of the Stock Award shall be delivered to the executor
\nor administrator of the Awardee153s<\/p>\n

1<\/p>\n

\n

<\/p>\n

estate or, if none, by the person(s) entitled to receive the vested Stock
\nAward under the Awardee153s will or the laws of descent or distribution.<\/p>\n

(c) Notwithstanding any provision in the Plan to the contrary, if an Awardee
\nterminates employment due to total and permanent disability or due to
\nparticipation in the Company153s Workforce Management Program, the Stock Award
\nshall vest in full.<\/p>\n

(d) Notwithstanding any provision in the Plan to the contrary, if an Awardee
\nterminates employment due to retirement in accordance with the Company153s local
\nretirement policy, any unvested Stock Award will continue to vest under the
\nvesting schedule set forth in Section 2 above. In addition, except as the
\nCommittee or its designee shall determine otherwise, if Awardee becomes eligible
\nto retire or retires in accordance with the Company153s local retirement policy,
\nthe Stock Award shall immediately vest as to that portion of the shares
\nnecessary to satisfy any Tax-Related Items (as described in Section 7 below) in
\nconnection with such eligibility for retirement or retirement and such shares
\nshall be used to satisfy such Tax-Related Items (either by withholding in shares
\nor forcing the sale of shares pursuant to the authority in this Stock Award
\nAgreement, at the Company153s sole discretion).<\/p>\n

(e) In the event of a Change of Control of the Company (as defined in Section
\n18(c) of the Plan or any successor), the Stock Award shall vest in full
\nimmediately prior to the closing of the transaction. The foregoing shall not
\napply where the Stock Award is assumed, converted or replaced in full by the
\nsuccessor corporation or a parent or subsidiary of the successor; provided,
\nhowever, that in the event of a Change of Control in which one or more of the
\nsuccessor or a parent or subsidiary of the successor has issued publicly traded
\nequity securities, the assumption, conversion, replacement or continuation shall
\nbe made by an entity with publicly traded securities and shall provide that the
\nholders of such assumed, converted, replaced or continued Stock Awards shall be
\nable to acquire such publicly traded securities.<\/p>\n

Section 5.<\/strong> Settlement of Stock
\nAward<\/u><\/strong>. <\/strong>If, as of the date of grant, it is not
\npossible for Awardee to retire in accordance with the Company153s local retirement
\npolicy during the vesting period described in Section 2 above, the Stock Award
\nshall be automatically settled in shares of Common Stock upon vesting of the
\nStock Award. If, as of the date of grant, it is possible for Awardee to retire
\nin accordance with the Company153s local retirement policy during the vesting
\nperiod described in Section 2 above, the Stock Award shall be settled in shares
\nof Common Stock on the normal vesting dates set forth in Section 2 above,
\nsubject to the accelerated vesting of a portion of the Stock Award as set forth
\nin Section 4(d) above, which constitute fixed payment dates for purposes of
\nSection 409A of the Code.<\/p>\n

Section 6.<\/strong> Restrictions on Issuance of Shares of
\nCommon Stock<\/u><\/strong>.<\/strong> The Company shall not be obligated
\nto issue any shares of Common Stock pursuant to this Stock Award unless the
\nshares are at that time effectively registered or exempt from registration under
\nthe U.S. Securities Act of 1933, as amended, and, as applicable, local laws.\n<\/p>\n

Section 7.<\/strong> Responsibility for
\nTaxes<\/u><\/strong>. <\/strong>Regardless of any action the Company or
\nAwardee153s employer (the “Employer”) takes with respect to any or all income tax,
\nsocial<\/p>\n

2<\/p>\n

\n

<\/p>\n

insurance, payroll tax or other tax-related withholding (the “Tax-Related
\nItems”), Awardee acknowledges that the ultimate liability for all Tax-Related
\nItems legally due by Awardee is and remains Awardee153s responsibility and that
\nthe Company and\/or the Employer (1) make no representations or undertakings
\nregarding the treatment of any Tax-Related Items in connection with any aspect
\nof the Stock Award, including the grant and vesting of the Stock Award, the
\nsubsequent sale of shares of Common Stock acquired pursuant to the Stock Award
\nand the receipt of any dividends or other distributions, if any; and (2) do not
\ncommit to structure the terms of the grant or any aspect of the Stock Award to
\nreduce or eliminate Awardee153s liability for Tax-Related Items.<\/p>\n

Awardee authorizes the Company and\/or the Employer to, in the sole discretion
\nof the Company and\/or the Employer, withhold all applicable Tax-Related Items
\nlegally payable by Awardee from Awardee153s wages or other cash compensation paid
\nto Awardee by the Company and\/or the Employer, within legal limits, or from
\nproceeds of the sale of shares of Common Stock. Alternatively, or in addition,
\nif permissible under local law, the Company may in its sole discretion (1) sell
\nor arrange for the sale of shares of Common Stock that Awardee acquires to meet
\nthe withholding obligation for Tax-Related Items, and\/or (2) withhold in shares
\nof Common Stock, provided that the Company only withholds the amount of shares
\nof Common Stock necessary to satisfy the minimum withholding amount.<\/p>\n

Finally, Awardee shall pay to the Company or the Employer any amount of
\nTax-Related Items that the Company or the Employer may be required to withhold
\nas a result of Awardee153s participation in the Plan or Awardee153s acquisition of
\nshares of Common Stock that cannot be satisfied by the means previously
\ndescribed. The Company may refuse to deliver the shares of Common Stock if
\nAwardee fails to comply with Awardee153s obligations in connection with the
\nTax-Related Items as described in this section.<\/p>\n

Section 8.<\/strong>
\nAdjustment<\/u><\/strong>.<\/strong> The number of shares of
\nCommon Stock subject to this Stock Award and the price per share, if any, of
\nsuch shares may be adjusted by the Company from time to time pursuant to the
\nPlan.<\/p>\n

Section 9.<\/strong> Nature of the
\nAward<\/u><\/strong>. <\/strong>By accepting this Stock Award, Awardee
\nacknowledges that:<\/p>\n

(1) the Plan is established voluntarily by the Company, it is discretionary
\nin nature and it may be modified, amended, suspended or terminated by the
\nCompany at any time, unless otherwise provided in the Plan and this Award
\nAgreement;<\/p>\n

(2) the grant of the Stock Award is voluntary and occasional and does not
\ncreate any contractual or other right to receive future grants of Stock Award,
\nor benefits in lieu of Stock Awards, even if Stock Awards have been granted
\nrepeatedly in the past;<\/p>\n

(3) all decisions with respect to future Stock Award grants, if any, will be
\nat the sole discretion of the Company;<\/p>\n

(4) participation in the Plan shall not create a right to further employment
\nwith the Employer and shall not interfere with the ability of the Employer to
\nterminate Awardee153s employment relationship at any time;<\/p>\n

3<\/p>\n

\n

<\/p>\n

(5) participating in the Plan is voluntary;<\/p>\n

(6) the Stock Award is an extraordinary item that does not constitute
\ncompensation of any kind for services of any kind rendered to the Company or the
\nEmployer, and which is outside the scope of Awardee153s employment contract, if
\nany;<\/p>\n

(7) the Stock Award is not part of normal or expected compensation or salary
\nfor any purposes, including, but not limited to, calculating any severance,
\nresignation, termination, redundancy, end of service payments, bonuses,
\nlong-service awards, pension or retirement benefits or similar payments and in
\nno event should be considered as compensation for, or relating in any way to,
\npast services to the Company or the Employer;<\/p>\n

(8) in the event Awardee is not an employee of the Company, the Stock Award
\nwill not be interpreted to form an employment contract or relationship with the
\nCompany; and furthermore, the Stock Award will not be interpreted to form an
\nemployment contract with the Employer or any subsidiary or affiliate of the
\nCompany;<\/p>\n

(9) the future value of the underlying shares of Common Stock is unknown and
\ncannot be predicted with certainty;<\/p>\n

(10) if Awardee accepts the Stock Award and obtains shares of Common Stock,
\nthe value of those shares of Common Stock acquired may increase or decrease in
\nvalue;<\/p>\n

(11) in consideration of the grant of the Stock Award, no claim or
\nentitlement to compensation or damages shall arise from termination of the Stock
\nAward or diminution in value of the Stock Award or shares of Common Stock
\nacquired under the Stock Award resulting from termination of Awardee153s
\nemployment by the Company or the Employer and Awardee irrevocably releases the
\nCompany and the Employer from any such claim that may arise; if, notwithstanding
\nthe foregoing, any such claim is found by a court of competent jurisdiction to
\nhave arisen, then, by signing this Award Agreement, Awardee shall be deemed
\nirrevocably to have waived Awardee153s entitlement to pursue such claim;<\/p>\n

(12) by accepting the grant of this Stock Award through the methods described
\nin Section 21 below, the Awardee and the Company agree that this Stock Award is
\ngranted under and governed by the terms and conditions of the Plan and this
\nAward Agreement, and the Awardee acknowledges that he or she agrees to accept as
\nbinding, conclusive and final all decisions or interpretations of the Company
\nand\/or the External Administrator upon any questions relating to the Plan and
\nAward Agreement; and<\/p>\n

(13) the Awardee acknowledges that this Award Agreement is between the
\nAwardee and the Company, and that the Awardee153s local employer is not a party to
\nthis Award Agreement.<\/p>\n

Section 10.<\/strong> Data Privacy.<\/u><\/strong>
\nThe Awardee explicitly and unambiguously consents to the collection,
\nuse and transfer, in electronic or other form, of the Awardee153s personal data as
\ndescribed in this document by and among, as applicable, the Company, the
\nEmployer and the<\/em><\/strong><\/p>\n

4<\/p>\n

\n

<\/p>\n

External Administrator for the exclusive purpose of implementing,
\nadministering and managing Awardee153s participation in the Plan.<\/em><\/strong>\n<\/p>\n

Awardee hereby understands that the Company and the Employer hold
\ncertain personal information about the Awardee, including, but not limited to,
\nAwardee153s name, home address and telephone number, date of birth, social
\ninsurance or other identification number, salary, nationality, job title, any
\nshares of stock or directorships held in the Company, details of all Stock
\nAwards or any other entitlement to shares of Common Stock awarded, canceled,
\nexercised, vested, unvested or outstanding in the Awardee153s favor, for the
\npurpose of implementing, administering and managing the Plan (“Data”). Awardee
\nhereby understands that Data may be transferred to any third parties (including
\nthe External Administrator) assisting in the implementation, administration and
\nmanagement of the Plan, that these recipients may be located in Awardee153s
\ncountry or elsewhere, such as outside the European Economic Area, and that the
\nrecipient153s country may have different data privacy laws and protections than
\nAwardee153s country. All such transfers of Data will be in accordance with the
\nCompany153s Privacy Policies and Guidelines. Awardee hereby understands that
\nAwardee may request a list with the names and addresses of any potential
\nrecipients of the Data by contacting Awardee153s local human resources
\nrepresentative. Awardee authorizes the recipients to receive, possess, use,
\nretain and transfer the Data, in electronic or other form, for the purposes of
\nimplementing, administering and managing the Awardee153s participation in the
\nPlan, including any requisite transfer of such Data as may be required to a
\nbroker or other third party with whom Awardee may elect to deposit any Common
\nStock acquired upon vesting of the Stock Award. Awardee hereby understands that
\nAwardee may, at any time, view Data, request additional information about the
\nstorage and processing of Data, require any necessary amendments to Data or
\nrefuse or withdraw the consents herein, in any case without cost, by contacting
\nin writing Awardee153s local human resources representative. Awardee hereby
\nunderstands, however, that refusing or withdrawing the Awardee153s consent may
\naffect the Awardee153s ability to participate in the Plan. For more information on
\nthe consequences of Awardee153s refusal to consent or withdrawal of consent,
\nAwardee understands that he or she may contact his or her human resources
\nrepresentative responsible for Awardee153s country at the local or regional
\nlevel.<\/em><\/strong><\/p>\n

Section 11.<\/strong> No Rights Until
\nIssuance<\/u><\/strong>.<\/strong> Awardee shall have no rights hereunder
\nas a shareholder with respect to any shares subject to this Stock Award until
\nthe date that shares of Common Stock are issued to the Awardee. The Committee in
\nits sole discretion may substitute a cash payment in lieu of shares of Common
\nStock, such cash payment to be equal to the Fair Market Value of the Shares on
\nthe date that such Shares would have otherwise been issued under the terms of
\nthe Plan.<\/p>\n

Section 12.<\/strong> Administrative
\nProcedures<\/u><\/strong>.<\/strong> Awardee agrees to follow the
\nadministrative procedures that may be established by the Company and\/or its
\ndesignated broker for participation in the Plan which may include a requirement
\nthat the shares issued upon vesting be held by the Company153s designated broker
\nuntil the Awardee disposes of such shares. Awardee further agrees that the
\nCompany may determine the actual method of withholding for Tax-Related Items as
\ndescribed in Section 7 above. Awardee agrees to update the Company with respect
\nto Awardee153s home address, contact information and any information necessary for
\nthe<\/p>\n

5<\/p>\n

\n

<\/p>\n

Company or one of its affiliates to process any required tax withholding or
\nreporting related to this Stock Award.<\/p>\n

Section 13.<\/strong> Governing Law and
\nVenue<\/u><\/strong>. <\/strong>This Award Agreement shall be governed by
\nand construed according to the laws of the State of Delaware without regard to
\nits principles of conflicts of laws as provided in the Plan. Any proceeding
\narising out of or relating to this Award Agreement or the Plan may be brought
\nonly in the state or federal courts located in the Northern District of
\nCalifornia where this grant is made and\/or to be performed, and the parties to
\nthis Award Agreement consent to the exclusive jurisdiction of such courts.<\/p>\n

Section 14.<\/strong>
\nAmendment<\/u><\/strong>.<\/strong> This Stock Award may be
\namended as provided in the Plan.<\/p>\n

Section 15.<\/strong>
\nLanguage<\/u><\/strong>.<\/strong> If the Awardee has received
\nthis or any other document related to the Plan translated into a language other
\nthan English and if the translated version is different than the English
\nversion, the English version will control.<\/p>\n

Section 16.<\/strong> Electronic
\nDelivery<\/u><\/strong>. <\/strong>The Company may, in its sole discretion,
\ndecide to deliver any documents related to the Stock Award granted under (and
\nparticipation in) the Plan or future awards that may be granted under the Plan
\nby electronic means or to request the Awardee153s consent to participate in the
\nPlan by electronic means. The Awardee hereby consents to receive such documents
\nby electronic delivery and, if requested, to agree to participate in the Plan
\nthrough an on-line or electronic system established and maintained by the
\nCompany or another third party designated by the Company.<\/p>\n

Section 17.<\/strong>
\nSeverability<\/u><\/strong>.<\/strong> The provisions of this
\nAward Agreement are severable and if any one or more provisions are determined
\nto be illegal or otherwise unenforceable, in whole or in part, the remaining
\nprovisions shall nevertheless be binding and enforceable.<\/p>\n

Section 18.<\/strong> Section 409A of the Code<\/u><\/strong>\n<\/p>\n

(a) This Stock Award shall be administered, interpreted, and construed in a
\nmanner that does not result in the imposition on the Awardee of any additional
\ntax, penalty, or interest under Section 409A of the Code. The preceding
\nprovision, however, shall not be construed as a guarantee any particular tax
\neffect and the Company shall not be liable to the Awardee any payment made under
\nthis Stock Award that is determined to result in an additional tax, penalty, or
\ninterest under Section 409A of the Code, nor for reporting in good faith any
\npayment made under any Award as an amount includible in gross income under
\nSection 409A of the Code.<\/p>\n

(b) “Termination of employment,” “resignation,” or words of similar import,
\nas used in this Stock Award means for purposes of payments under this Award that
\nare payments of deferred compensation subject to Section 409A of the Code, the
\nAwardee153s “separation from service” as defined in Section 409A of the Code.<\/p>\n

(c) To the extent any payment or settlement that is a payment of deferred
\ncompensation subject to Section 409A of the Code is contingent upon a “change in
\ncontrol,” such payment or settlement shall only occur if the event giving rise
\nto the change in control would also constitute a change in ownership or
\neffective control of the Company, or a change in the ownership of a substantial
\nportion of the assets of the Company, within the meaning of<\/p>\n

6<\/p>\n

\n

<\/p>\n

Section 409A of the Code. The vesting of any Award shall not be affected by
\nthe preceding sentence.<\/p>\n

(d) If a payment obligation under this Stock Award arises on account of the
\nAwardee153s separation from service while the Awardee is a “specified employee”
\n(as defined in Section 409A of the Code), any payment of “deferred compensation”
\n(as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving
\neffect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through
\n(b)(12)) that is scheduled to be paid within six (6) months after such
\nseparation from service shall accrue without interest and shall be paid within
\n15 days after the end of the six-month period beginning on the date of such
\nseparation from service or, if earlier, within 15 days after his or her death.\n<\/p>\n

Section 19.<\/strong>
\nRecoupment<\/u><\/strong>.<\/strong> This Stock Award is subject
\nto the terms of the Agilent Technologies Executive Compensation Recoupment
\nPolicy 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
\nStock Award and the Awardee; and the terms of the Policy as of the date of grant
\nare incorporated by reference herein and made a part hereof.<\/p>\n

Section 20.<\/strong> Entire
\nAgreement<\/u><\/strong>. <\/strong>The Plan is incorporated herein by
\nreference. The Plan and this Award Agreement constitute the entire agreement of
\nthe parties with respect to the subject matter hereof and supersede in their
\nentirety all prior undertakings and agreements of the Company and Awardee with
\nrespect to the subject matter hereof, and may not be modified adversely to the
\nAwardee153s interest except by means of a writing signed by the Company and the
\nAwardee.<\/p>\n

Section 21.<\/strong> Acceptance and
\nRejection<\/u><\/strong>. <\/strong>This Award Agreement is one of the
\ndocuments governing this Stock Award, which the Awardee may accept or reject
\nonline through the External Administrator153s website. If the Awardee has not
\nrejected this Stock Award by the time of the first vesting event, the Awardee
\nwill be deemed to have accepted this Stock Award, and the shares of Common Stock
\nvested pursuant to the Stock Award will be issued and taxed accordingly.<\/p>\n

7<\/p>\n

\n

<\/p>\n

Section 22.<\/strong> Plan Document
\nAcknowledgment<\/u><\/strong>. <\/strong>The Awardee further acknowledges
\nthat he or she has read and specifically and expressly approves the following
\nsections of the Award Agreement: Nontransferability of Stock Award; Restrictions
\non Issuance of Shares of Common Stock; Responsibility for Taxes; Nature of the
\nAward; Data Privacy; No Rights Until Issuance; Governing Law and Venue;
\nLanguage; Electronic Delivery and Entire Agreement.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

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

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

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

\n

\/s\/ William P. Sullivan<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

William P. Sullivan<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

President and Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n

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

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

\n

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

<\/td>\n\n

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

<\/td>\n\n

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

8<\/p>\n

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