{"id":40619,"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-option-award-agreement-for-u-s-employees-agilent.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-option-award-agreement-for-u-s-employees-agilent","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-option-award-agreement-for-u-s-employees-agilent.html","title":{"rendered":"Stock Option Award Agreement – for U.S. Employees – Agilent Technologies Inc."},"content":{"rendered":"

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

2009 STOCK PLAN<\/strong><\/p>\n

STOCK OPTION AWARD AGREEMENT FOR U.S.
\nEMPLOYEES<\/strong><\/p>\n

THIS AGREEMENT, dated as of the date of grant (the “Grant Date”) indicated in
\nyour account maintained by the company providing administrative services in
\nconnection with the Plan (as defined below) (the “External Administrator”),
\nbetween Agilent Technologies, Inc., a Delaware corporation (the “Company”), and
\nyou as an individual who has been granted a stock option pursuant to the Agilent
\nTechnologies, Inc. 2009 Stock Plan (the “Awardee”) is entered into as follows:\n<\/p>\n

WITNESSETH:<\/strong><\/p>\n

WHEREAS, the Company has established the Agilent Technologies, Inc. 2009
\nStock Plan, (the “Plan”), and a description of the terms and conditions of the
\nPlan is set forth in the U.S. Plan prospectus (the “Prospectus”). A copy of the
\nProspectus is available at http:\/\/stockoptions.corporate.agilent.com and also on
\nyour External Administrator website. A copy of the Plan document can be viewed
\nat http:\/\/stockoptions.corporate.agilent.com and will also be made available
\nupon request; and<\/p>\n

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

NOW THEREFORE, the parties hereby agree that the Company grants the Awardee
\nan option (“Option”) to purchase the number of shares of the Company153s $0.01 par
\nvalue voting Common Stock indicated in the Awardee153s External Administrator
\naccount subject to the terms and conditions set forth herein and in the Plan.\n<\/p>\n

1. Governing Document<\/u>. This Option is granted under and pursuant to
\nthe Plan and is subject to each and all of the provisions thereof. In the event
\nof a conflict between the terms and conditions of the Plan and the terms and
\nconditions of this Award Agreement, the terms and conditions of the Plan shall
\nprevail. Capitalized terms used and not otherwise defined herein are used with
\nthe same meanings as in the Plan.<\/p>\n

2. Option Price<\/u>. The Option price shall be equal to the Fair Market
\nValue (as defined in the Plan document) of the underlying shares on the Grant
\nDate, unless otherwise required by law. The Option price for this grant is
\nindicated in the Awardee153s External Administrator account.<\/p>\n

3. Non-Transferability of Option<\/u>. This Option is not transferable by
\nthe Awardee except by will or the laws of descent and distribution. During the
\nAwardee153s lifetime, only the Awardee can exercise this Option. This Option may
\nnot be transferred, assigned, pledged or hypothecated by the Awardee during his
\nor her lifetime, whether by operation of law or otherwise, and is not subject to
\nexecution, attachment or similar process.<\/p>\n

4. Vesting<\/u>. So long as the Awardee retains status as an Awardee
\nEligible to Vest as such term is defined in the Plan, this Option will vest in
\nwhole or in part, in accordance with the following vesting schedule:
\n25% per year for 4 years<\/strong>.<\/p>\n

1<\/p>\n

\n

<\/p>\n

An Awardee loses status as an Awardee Eligible to Vest when certain events
\noccur, including but not limited to, termination of employment with the Company
\nor transfer of employment from the Company. If an individual ceases to be an
\nAwardee Eligible to Vest, other than as a result of circumstances described in
\nSections 4(a), (b), (c) and (d) below, the Awardee153s unvested Option shall
\nterminate immediately. If, for any reason, the Awardee does not exercise his or
\nher vested Option within the appropriate exercise period set forth in Section 7
\nbelow, the Option shall automatically terminate, and the underlying shares
\ncovered by such Option shall revert to the Plan.<\/p>\n

(a) Retirement of Awardee<\/u>. If the Awardee ceases to be an Awardee
\nEligible to Vest as a result of the Awardee153s retirement, in accordance with the
\nCompany153s or its Subsidiary153s retirement policy, all unvested Options shall
\ncontinue to vest in accordance with the vesting schedule set forth above.<\/p>\n

(b) Disability of Awardee<\/u>. If the Awardee ceases to be an Awardee
\nEligible to Vest as a result of the Awardee153s total and permanent disability,
\nall unvested Options shall immediately vest.<\/p>\n

(c) Death of Awardee<\/u>. If the Awardee dies while an Employee or after
\nAwardee153s retirement, in accordance with the Company153s or its Subsidiary153s
\nretirement policy, all unvested Options shall immediately vest.<\/p>\n

(d) Voluntary Severance Incentive Program<\/u>. If the Awardee ceases to be
\nan Awardee Eligible to Vest as a result of participation in the Company153s or its
\nSubsidiary153s voluntary severance incentive program approved by the Board or
\nExecutive Committee, any unvested Option and\/or SAR shall immediately vest.<\/p>\n

5. Term of the Option<\/u>. This Option will expire ten (10) years from the
\nGrant Date, unless sooner terminated, forfeited, or canceled in accordance with
\nthe provisions of the Plan. This means that the Option must be exercised, if at
\nall, on or before the expiration date. This expiration date is indicated in the
\nAwardee153s External Administrator account. The Awardee is responsible for keeping
\ntrack of this date and will not receive any prior notification of the expiration
\ndate from the Company.<\/p>\n

6. Exercise of the Option<\/u>. Options may be exercised in any manner
\npermitted by the External Administrator, and will be subject to such
\nadministrator153s fees and procedures. The Company reserves the right to limit
\navailability of certain methods of exercise as it deems necessary, including
\nthose limitations set forth in the Appendix to this Award Agreement.<\/p>\n

7. Termination of Employment<\/u>. Any unvested portion of the Option shall
\nbe terminated immediately when the Awardee ceases to be an Awardee Eligible to
\nVest, unless the Awardee ceases to be an Awardee Eligible to Vest due to the
\nAwardee153s death, total and permanent disability, retirement or participation in
\nthe Company153s Workforce Management Program. Except as the Committee may
\notherwise determine, termination of the Awardee153s employment or service for any
\nreason shall occur on the date such Awardee ceases to perform services for the
\nCompany or any Affiliate without regard to whether such Awardee continues
\nthereafter to receive any compensatory payments therefrom or is paid salary
\nthereby in lieu of notice of termination or, with respect to a member of the
\nBoard who is not also an employee of the Company or any Subsidiary, the date
\nsuch Awardee is no longer a member of the Board.<\/p>\n

All rights of the Awardee in this Option, to the extent that it has vested
\nbut has not been exercised, shall terminate on the earlier of the expiration
\ndate or three (3) months after the Awardee loses<\/p>\n

2<\/p>\n

\n

<\/p>\n

status as an Awardee Eligible to Vest, except where the Awardee loses such
\nstatus because of death, retirement or permanent and total disability. In the
\nevent of the Awardee153s death, his or her legal representative or designated
\nbeneficiary shall have the right to exercise the Awardee153s right under this
\nOption. The representative or designee must exercise the Option before the
\nearlier of the expiration date or one (1) year after the death of the Awardee,
\nand shall be bound by the provisions of the Plan. In case of permanent and total
\ndisability, the Awardee retains rights in this Option until the earlier of the
\nexpiration date or three (3) years from the date thereof. In the case of
\nretirement, the Awardee retains rights in this Option until the expiration date;
\nprovided that in the event of such Awardee153s death prior to the expiration date,
\nhis or her legal representative or designated beneficiary shall have the right
\nto exercise the Awardee153s right under this Option before the earlier of the
\nexpiration date or one (1) year after the death of the Awardee as set forth
\nabove.<\/p>\n

Notwithstanding any provision in the Plan to the contrary, if an Awardee
\nterminates employment due to death, total and permanent disability, or due to
\nparticipation in the Company153s Workforce Management Program, the Option shall
\nvest in full and if an Awardee terminates employment due to retirement in
\naccordance with the Company153s local retirement policy, the Option shall continue
\nto vest in accordance with the vesting schedule set forth in Section 4 above.\n<\/p>\n

In the event of a Change of Control of the Company (as defined in Section
\n18(c) of the Plan or any successor), the Option shall vest in full immediately
\nprior to the closing of the transaction. The foregoing shall not apply where the
\nOption is assumed, converted or replaced in full by the successor corporation or
\na parent or subsidiary of the successor; provided, however, that in the event of
\na Change of Control in which one or more of the successor or a parent or
\nsubsidiary of the successor has issued publicly traded equity securities, the
\nassumption, conversion, replacement or continuation shall be made by an entity
\nwith publicly traded securities and shall provide that the holders of such
\nassumed, converted, replaced or continued stock options shall be able to acquire
\nsuch publicly traded securities.<\/p>\n

8. Restrictions on Sale of Shares of Common Stock<\/u>. The Company shall
\nnot be obligated to issue any shares of Common Stock pursuant to this Option
\nunless the shares of Common Stock are at that time effectively registered or
\nexempt from registration under the U.S. Securities Act of 1933, as amended, and,
\nas applicable, local laws.<\/p>\n

9. Responsibility for Taxes<\/u>. Regardless of any action the Company or
\nthe Awardee153s employer (the “Employer”) takes with respect to any or all income
\ntax, social insurance, payroll tax or other tax-related withholding (the
\n“Tax-Related Items”), the Awardee acknowledges that the ultimate liability for
\nall Tax-Related Items legally due by the Awardee is and remains the Awardee153s
\nresponsibility and that the Company and\/or the Employer (1) make no
\nrepresentations or undertakings regarding the treatment of any Tax-Related Items
\nin connection with any aspect of the Option, including the grant, vesting or
\nexercise of the Option, the subsequent sale of shares of Common Stock acquired
\npursuant to such exercise and the receipt of any dividends; and (2) do not
\ncommit to structure the terms of the grant or any aspect of the Option to reduce
\nor eliminate the Awardee153s liability for Tax-Related Items.<\/p>\n

Prior to the relevant taxable event, the Awardee shall pay or make adequate
\narrangements satisfactory to the Company and\/or the Employer to satisfy all
\nTax-Related Items withholding obligations of the Company and\/or the Employer. In
\nthis regard, the Awardee authorizes the Company and\/or the Employer, at their
\nsole discretion to satisfy the obligations with regard to all applicable
\nTax-Related Items legally payable by one or a combination of the following: (1)
\nwithholding from the Awardee153s wages or other cash compensation paid to the
\nAwardee by the<\/p>\n

3<\/p>\n

\n

<\/p>\n

Company and\/or the Employer; (2) withholding from proceeds of the sale of
\nshares of Common Stock acquired upon exercise of the Option; (3) arranging for
\nthe sale of shares of Common Stock acquired upon exercise of the Option (on the
\nAwardee153s behalf and at the Awardee153s discretion pursuant to this
\nauthorization); or (4) withholding in shares of Common Stock, provided that the
\nCompany only withholds the amount of shares of Common Stock necessary to satisfy
\nthe minimum withholding amount. If the obligation for the Awardee153s Tax-Related
\nItems is satisfied by withholding a number of shares of Common Stock as
\ndescribed herein, the Awardee is deemed to have been issued the full number of
\nshares of Common Stock subject to the Option, notwithstanding that a number of
\nthe shares of Common Stock are held back solely for the purpose of paying the
\nTax-Related Items due as a result of any aspect of this Option.<\/p>\n

Finally, the Awardee will 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 the Awardee153s participation in the Plan or the Awardee153s purchase
\nof shares of Common Stock that cannot be satisfied by the means previously
\ndescribed. The Company may refuse to honor the exercise and refuse to deliver
\nthe shares of Common Stock if the Awardee fails to comply with his or her
\nobligations in connection with the Tax-Related Items as described in this
\nsection.<\/p>\n

10. Adjustment<\/u>. The number of shares of Common Stock subject to this
\nOption and the Option price of such shares may be adjusted by the Company from
\ntime to time pursuant to the Plan.<\/p>\n

11. Nature of the Option<\/u>. By accepting the grant of this Option, the
\nAwardee acknowledges and agrees that:<\/p>\n

(i) 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

(ii) the grant of an option is a one-time benefit which does not create any
\ncontractual or other right to receive future grants of options, or benefits in
\nlieu of options, even if options have been granted repeatedly in the past;<\/p>\n

(iii) all determinations with respect to any future option grants, including,
\nbut not limited to, the times when options shall be granted, the maximum number
\nof shares subject to each option and the option price, will be at the sole
\ndiscretion of the Company;<\/p>\n

(iv) 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 the Awardee153s employment relationship at any time;<\/p>\n

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

(vi) the Option 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 the Awardee153s employment contract,
\nif any;<\/p>\n

(vii) the Option and the shares of Common Stock acquired under the Plan are
\nnot part of normal or expected compensation or salary for any purposes,
\nincluding, but not limited to, calculating any severance, resignation,
\ntermination, redundancy, end of service payments, bonuses, long-service awards,
\npension or welfare or retirement benefits or similar payments, and in no event
\nshould be considered as compensation for, or relating in any way to, past
\nservices to the Company or the Employer;<\/p>\n

4<\/p>\n

\n

<\/p>\n

(viii) in the event the Awardee is not an employee of the Company, the Option
\nwill not be interpreted to form an employment contract or relationship with the
\nCompany, the Employer or any Subsidiary or Affiliate;<\/p>\n

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

(x) if the underlying shares of Common Stock do not increase in value, the
\nOption will have no value;<\/p>\n

(xi) if the Awardee exercises the Option and acquires shares of Common Stock,
\nthe value of those shares of Common Stock acquired may increase or decrease in
\nvalue, even below the Option price;<\/p>\n

(xii) in consideration of the grant of the Option, no claim or entitlement to
\ncompensation or damages shall arise from termination of the Option or diminution
\nin value of the Option or shares of Common Stock acquired under the Option
\nresulting from termination of the Awardee153s employment by the Company or the
\nEmployer and the Awardee irrevocably releases the Company and the Employer from
\nany such claim that may arise;<\/p>\n

(xiii) the vesting of any Option ceases upon termination of employment with
\nthe Company or transfer of employment from the Company, or other cessation of
\neligibility to vest for any reason, except as may otherwise be explicitly
\nprovided in the Plan document or this Award Agreement;<\/p>\n

(xiv) the Company is not providing any tax, legal or financial advice, nor is
\nthe Company making any recommendations regarding the Awardee153s participation in
\nthe Plan, the exercise of the Option or the purchase or sale of shares of Common
\nStock under the Plan;<\/p>\n

(xv) the Awardee is advised to consult with personal tax, legal and financial
\nadvisors regarding participation in the Plan before taking any action related to
\nthe Plan; and<\/p>\n

(xvi) the Awardee acknowledges that this Award Agreement is between the
\nAwardee and the Company, and that the Employer is not a party to this Award
\nAgreement.<\/p>\n

12.<\/em> Data Privacy<\/u><\/strong>.
\nThe<\/em><\/strong> Awardee explicitly and unambiguously
\nconsents to the collection, use and transfer, in electronic or other form, of
\nthe Awardee153s personal data as described in this document by and among, as
\napplicable, the Company the Employer and the External Administrator for the
\nexclusive purpose of implementing, administering and managing the Awardee153s
\nparticipation in the Plan.<\/strong><\/em><\/p>\n

The Awardee hereby understands that the Company and the Employer
\nhold certain personal information about the Awardee, including, but not limited
\nto, the Awardee153s name, home address and telephone number, date of birth, social
\nsecurity number or other identification number, salary, nationality, job title,
\nany shares of stock or directorships held in the Company, details of all Options
\nor any other entitlement to shares of Common Stock awarded, canceled, exercised,
\nvested, unvested or outstanding in the Awardee153s favor, for the purpose of
\nimplementing, administering and managing the Plan (“Data”). The Awardee hereby
\nunderstands that Data may be transferred to any third parties (including the
\nExternal Administrator) assisting in the implementation, administration and
\nmanagement of the Plan, that these recipients may be located in the 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
\nthe Awardee153s country. All such transfers of Data will be in accordance with the
\nCompany153s Privacy Policies and Guidelines. The Awardee hereby understands that
\nthe<\/em><\/strong><\/p>\n

5<\/p>\n

\n

<\/p>\n

Awardee may request a list with the names and addresses of any
\npotential recipients of the Data by contacting the Awardee153s local human
\nresources representative. The Awardee authorizes the recipients to receive,
\npossess, use, retain and transfer the Data, in electronic or other form, for the
\npurposes of implementing, administering and managing the Awardee153s participation
\nin the Plan, including any requisite transfer of such Data as may be required to
\na broker or other third party with whom the Awardee may elect to deposit any
\nCommon Stock acquired upon exercise of the Option. The Awardee hereby
\nunderstands that refusing or withdrawing the Awardee153s consent may affect the
\nAwardee153s ability to participate in the Plan. For more information on the
\nconsequences of the Awardee153s refusal to consent or withdrawal of consent, the
\nAwardee understands that he or she may contact his or her human resources
\nrepresentative responsible for the Awardee153s country at the local or regional
\nlevel.<\/em><\/strong><\/p>\n

13. No Rights Until Issuance<\/u>. The Awardee shall have no rights
\nhereunder as a shareholder with respect to any shares subject to this Option
\nuntil the date that shares of Common Stock are issued to the Awardee upon
\nexercise of the Option.<\/p>\n

14. Recoupment<\/u>. This Option is subject to the terms of the Agilent
\nTechnologies Executive Compensation Recoupment Policy in the form approved by
\nthe Committee as the date of grant (the “Policy”), if and to the extent that the
\nPolicy by its terms applies to the Option and the Awardee; and the terms of the
\nPolicy as of the date of grant are incorporated by reference herein and made a
\npart hereof.<\/p>\n

15. Administrative Procedures<\/u>. The Awardee agrees to follow the
\nadministrative procedures that may be established by the Company and\/or the
\nExternal Administrator for participation in the Plan which may include a
\nrequirement that the shares issued upon vesting be held by the External
\nAdministrator until the Awardee disposes of such shares. The Awardee further
\nagrees that the Company may determine the actual method of withholding for
\nTax-Related Items as described in Section 9 above. Awardee agrees to update the
\nCompany with respect to Awardee153s home address, contact information and any
\ninformation necessary for the Company or one of its affiliates to process any
\nrequired tax withholding or reporting related to this Option.<\/p>\n

16. Entire Agreement; Amendment<\/u>. 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 the Awardee
\nwith respect to the subject matter hereof, and may not be modified adversely to
\nthe Awardee153s interest except by means of a writing signed by the Company and
\nthe Awardee. Otherwise, this Option may be amended as provided in the Plan.<\/p>\n

17. Governing Law and Venue<\/u>. This Award Agreement is governed by and
\nconstrued according to the internal substantive laws, but not the choice of law
\nrules, of the State of Delaware as provided in the Plan. Any proceeding arising
\nout of or relating to this Award Agreement or the Plan may be brought only in
\nthe state or federal courts located in the Northern District of California where
\nthis grant is made and\/or to be performed, and the parties to this Award
\nAgreement consent to the exclusive jurisdiction of such courts.<\/p>\n

18. Binding Agreement; Interpretation<\/u>. By accepting the grant of this
\nOption evidenced hereby, the Awardee and the Company agree that this Option is
\ngranted under and governed by the terms and conditions of the Plan and this
\nAward Agreement. The Awardee has reviewed the Prospectus and this Award
\nAgreement in their entirety, has had an opportunity to obtain the advice of
\ncounsel prior to accepting the Option and fully understands all provisions of
\nthe Prospectus and Award Agreement. The Awardee agrees to accept as binding,
\nconclusive and final all decisions or<\/p>\n

6<\/p>\n

\n

<\/p>\n

interpretations of the Administrator upon any questions relating to the Plan
\nand Award Agreement.<\/p>\n

19. Language<\/u>. The Awardee acknowledges that he or she may be executing
\npart or all of the Award Agreement in English and agrees to be bound
\naccordingly. If the Awardee has received this or any other document related to
\nthe Plan translated into a language other than English and if the translated
\nversion is different than the English version, the English version will control.\n<\/p>\n

20. Electronic Delivery<\/u>. The Company may, in its sole discretion,
\ndecide to deliver any documents related to the Option 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

21. Severability<\/u>. The provisions of this Award Agreement are severable
\nand if any one or more provisions are determined to be illegal or otherwise
\nunenforceable, in whole or in part, the remaining provisions shall nevertheless
\nbe binding and enforceable.<\/p>\n

22. Acceptance and Rejection<\/u>. This Award Agreement is one of the
\ndocuments governing this Option, which the Awardee must accept or reject online
\nthrough the External Administrator153s website.<\/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

PLEASE PRINT AND KEEP A COPY FOR YOUR RECORDS<\/strong><\/p>\n

7<\/p>\n

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