{"id":40620,"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-non-u-s-employees-agilent.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-option-award-agreement-non-u-s-employees-agilent","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-option-award-agreement-non-u-s-employees-agilent.html","title":{"rendered":"Stock Option Award Agreement – Non-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 NON-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 local law as noted on the Appendix. The
\nOption price for this grant is indicated in the Awardee153s External Administrator
\naccount.<\/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 or its Subsidiary153s retirement policy, the Option
\nshall continue to vest in accordance with the vesting schedule set forth in
\nSection 4 above.<\/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 the Awardee may, at any time, view Data, request additional
\ninformation about the storage and processing of Data, require any necessary
\namendments to Data or refuse or withdraw the consents herein, in any case
\nwithout cost, by contacting in writing the Awardee153s local human resources
\nrepresentative. The Awardee hereby understands, however, that refusing or
\nwithdrawing the Awardee153s consent may affect the Awardee153s ability to
\nparticipate in the Plan. For more information on the consequences of the
\nAwardee153s refusal to consent or withdrawal of consent, the Awardee understands
\nthat he or she may contact his or her human resources representative responsible
\nfor the Awardee153s country at the local or regional level.<\/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<\/p>\n

6<\/p>\n

\n

<\/p>\n

conditions of the Plan and this Award Agreement. The Awardee has reviewed the
\nProspectus and this Award Agreement in their entirety, has had an opportunity to
\nobtain the advice of counsel prior to accepting the Option and fully understands
\nall provisions of the Prospectus and Award Agreement. The Awardee agrees to
\naccept as binding, conclusive and final all decisions or interpretations of the
\nAdministrator upon any questions relating to the Plan and 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. In certain countries, the Awardee
\nmust also sign and return an executed Award Agreement to the Company153s
\nShareholder Records department, in addition to the online acceptance.<\/p>\n

7<\/p>\n

\n

<\/p>\n

23. Appendix<\/u>. Notwithstanding any provision herein, the Awardee153s
\nparticipation in the Plan shall be subject to any special terms and conditions
\nas set forth in the Appendix for the Awardee153s country of residence, if any. The
\nAppendix constitutes part of this Award 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<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

Accepted and agreed as to the foregoing:<\/strong><\/p>\n<\/td>\n

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

AWARDEE<\/strong><\/p>\n<\/td>\n

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

Signature<\/p>\n<\/td>\n

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

Print Name<\/p>\n<\/td>\n

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

Date Employee Number<\/p>\n<\/td>\n

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

As of December 2007, a hard-copy signature is required in the following
\ncountries and must be returned to Agilent153s Shareholder Records Department, fax
\nnumber (408) 345-8237: Brazil, Germany, India, Israel, Italy, Japan, Malaysia,
\nMexico, the Netherlands, Singapore, Spain, and Switzerland. France must use a
\ncountry-specific award agreement.<\/p>\n

Please fax all 5 pages of this Agreement (not the Appendix) to Shareholder
\nRecords, fax number: (408) 345-8237.<\/p>\n

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

THE ATTACHED APPENDIX IS A PART OF THIS
\nAGREEMENT<\/em><\/strong><\/p>\n

8<\/p>\n

\n

<\/p>\n

APPENDIX<\/u><\/strong><\/p>\n

ADDITIONAL TERMS AND CONDITIONS OF THE<\/strong><\/p>\n

AGILENT TECHNOLOGIES, INC. 2009 STOCK PLAN<\/strong>\n<\/p>\n

STOCK OPTION AWARD AGREEMENT<\/strong><\/p>\n

FOR NON U.S.-EMPLOYEES<\/strong><\/p>\n

This Appendix includes additional terms and conditions that govern the Option
\ngranted to the Awardee under the Plan if the Awardee resides in one of the
\ncountries listed herein. Certain capitalized terms used but not defined in this
\nAppendix have the meanings set forth in the Plan and\/or the Award Agreement.\n<\/p>\n

This Appendix also includes information regarding exchange controls and
\ncertain other issues of which the Awardee should be aware with respect to the
\nAwardee153s participation in the Plan. The information is based on the securities,
\nexchange control and other laws in effect in the respective countries as of
\nNovember 2007. Such laws are often complex and change frequently. As a result,
\nthe Company strongly recommends that the Awardee not rely on the information in
\nthis Appendix as the only source of information relating to the consequences of
\nthe Awardee153s participation in the Plan because the information may be out of
\ndate at the time that the Awardee exercises the Option or sell shares of Common
\nStock acquired under the Plan.<\/p>\n

In addition, the information contained herein is general in nature and may
\nnot apply to the Awardee153s particular situation, and the Company is not in a
\nposition to assure the Awardee of a particular result. Accordingly, the Awardee
\nis advised to seek appropriate professional advice as to how the relevant laws
\nin the Awardee153s country may apply to his or her situation.<\/p>\n

Finally, if the Awardee is a citizen or resident of a country other than the
\none in which the Awardee is currently working, the information contained herein
\nmay not be applicable to the Awardee.<\/p>\n

BELGIUM<\/u><\/strong><\/p>\n

Hard Copy Signature Required<\/u>. The Awardee acknowledges that he or she
\nmust sign and return this Award Agreement in order to accept the Option.<\/p>\n

Vesting<\/u>. Notwithstanding the vesting schedule set forth in the Award
\nAgreement, the Option will vest in whole or in part in accordance with the
\nfollowing schedule: 25% per year for 4 years.<\/strong><\/p>\n

Tax Considerations<\/u>. A copy of the Grant Notification, Acceptance Form
\nand Belgian Tax Undertaking Agreement in addition to this Award Agreement are
\navailable at http:\/\/stockoptions.corporate.agilent.com. The Awardee should
\nconsult his or her personal tax advisor with respect to completing the
\nadditional forms. The Awardee acknowledges that he or she must sign and return
\nthis Award Agreement and the additional forms in order for such documents to be
\neffective.<\/p>\n

The Awardee may choose to accept the Option within 60 days of the date of the
\noffer or after 60 days of the date of the offer. This choice will affect the tax
\ntreatment of the offer as explained in the Belgian Grant documents.<\/p>\n

The Awardee is required to report any taxable income attributable to the
\nOption on his or her annual tax return. In addition, the Awardee is required to
\nreport any bank accounts opened and maintained<\/p>\n

9<\/p>\n

\n

<\/p>\n

outside Belgium on his or her annual tax return.<\/p>\n

BRAZIL<\/u><\/strong><\/p>\n

Hard Copy Signature Required<\/u>. The Awardee acknowledges that he or she
\nmust sign and return this Award Agreement in order to accept the Option.<\/p>\n

Exchange Control Information<\/u>. The Awardee is advised to consult his or
\nher personal legal advisor to determine the exchange control requirements
\napplicable to the Awardee153s particular circumstances. It is solely the Awardee153s
\nresponsibility to comply with these requirements.<\/p>\n

CHINA<\/u><\/strong><\/p>\n

Cashless Exercise Restriction<\/u>. Notwithstanding anything to the
\ncontrary in the Award Agreement or the Prospectus, due to legal restrictions in
\nChina, the cash exercise method is not available in China. This Option may only
\nbe exercised using the full cashless method such that all shares of Common Stock
\nsubject to the exercised Option will be sold immediately upon exercise and the
\nproceeds of sale, less the Option price, any Tax-Related Items and any broker153s
\nfees or commissions, will be remitted to the Awardee in cash only in accordance
\nwith any applicable exchange control laws and regulations and following the
\nprocedures established by the External Administrator. The Company reserves the
\nright to provide the Awardee with additional methods of exercise depending on
\nthe development of local law.<\/p>\n

Exchange Control Restriction<\/u>. The Awardee understands and agrees that,
\ndue to exchange control laws in China, the Awardee may be required to
\nimmediately repatriate the proceeds from the cashless exercise to China. The
\nAwardee further understands that such repatriation of the proceeds may need to
\nbe effected through a special exchange control account established by the
\nCompany or a Subsidiary or Affiliate and the Awardee hereby consents and agrees
\nthat the proceeds from the cashless exercise may be transferred to such special
\naccount prior to being delivered to the Awardee.<\/p>\n

DENMARK<\/u><\/strong><\/p>\n

Additional Documents<\/u>. A copy of the Employer Statement has also been
\nprovided to the Awardee in addition to this Award Agreement.<\/p>\n

Exchange Control and Tax Information<\/u>. Awardee may hold shares of
\nCommon Stock acquired under the Plan in a safety-deposit account
\n(e.g<\/em>., a brokerage account) with either a Danish bank or with an
\napproved foreign broker or bank. If the shares of Common Stock are held with a
\nforeign broker or bank, the Awardee is required to inform the Danish Tax
\nAdministration about the safety-deposit account. For this purpose, the Awardee
\nmust file a Form V (Erklaering V<\/em>) with the Danish Tax Administration.
\nBoth the Awardee and the External Administrator or bank must sign the Form V. By
\nsigning the Form V, the broker or bank undertakes an obligation, without further
\nrequest each year, to forward information to the Danish Tax Administration
\nconcerning the shares in the account. By signing the Form V, the Awardee
\nauthorizes the Danish Tax Administration to examine the account.<\/p>\n

10<\/p>\n

\n

<\/p>\n

In addition, if the Awardee opens a brokerage account (or a deposit account
\nwith a U.S. bank), the brokerage account (or bank account, as applicable) will
\nbe treated as a deposit account because cash can be held in the account.
\nTherefore, the Awardee must also file a Form K (Erklaering K<\/em>) with the
\nDanish Tax Administration. Both the Awardee and the External Administrator must
\nsign the Form K. By signing the Form K, the External Administrator undertakes an
\nobligation, without further request each year, to forward information to the
\nDanish Tax Administration concerning the content of the deposit account. By
\nsigning the Form K, the Awardee authorizes the Danish Tax Administration to
\nexamine the account.<\/p>\n

If the Awardee uses the cashless method of exercise, the Awardee is not
\nrequired to file a Form V because the Awardee will not hold any shares of Common
\nStock. However, if the Awardee opens a deposit account with a foreign broker or
\nbank to hold the cash proceeds, the Awardee are required to file a Form K as
\ndescribed above.<\/p>\n

FRANCE<\/u><\/strong><\/p>\n

See the specific Agilent Award Agreement for France.<\/p>\n

GERMANY<\/u><\/strong><\/p>\n

Hard Copy Signature Required<\/u>. The Awardee acknowledges that he or she
\nmust sign and return this Award Agreement in order to accept the Option.<\/p>\n

Exchange Control Information<\/u>. Cross-border payments in excess of
\n 12,500 must be reported monthly to the German Federal Bank (“Deutsche
\nBundesbank”). If the Awardee uses a German bank to transfer a cross-border
\npayment in excess of 12,500 in connection with the purchase or sale of shares
\nof Common Stock acquired under the Plan, the bank will make the report for the
\nAwardee. In addition, the Awardee must report any receivables or payables or
\ndebts in foreign currency exceeding an amount of 5,000,000 on a monthly basis.\n<\/p>\n

INDIA<\/u><\/strong><\/p>\n

Hard Copy Signature Required<\/u>. The Awardee acknowledges that he or she
\nmust sign and return this Award Agreement in order to accept the Option.<\/p>\n

Exercise Restriction<\/u>. Notwithstanding anything to the contrary in the
\nAward Agreement, due to legal restrictions in India, the Awardee will not be
\npermitted to pay the Option price by the cashless sell-to-cover method of
\nexercise such that a certain number of shares of Common Stock subject to the
\nexercised Option are sold immediately upon exercise and the proceeds of the sale
\nremitted to the Company to cover the aggregate Option price, any Tax-Related
\nItems and any broker153s fees or commissions and following the procedures
\nestablished by the External Administrator. The Company reserves the right to
\nprovide the Awardee with this method of payment depending on the development of
\nlocal law.<\/p>\n

11<\/p>\n

\n

Fringe Benefit Tax<\/u>. By accepting the grant of the Option and
\nparticipating in the Plan, the Awardee consents and agrees to assume any and all
\nliability for fringe benefit tax that may be payable by the Company and\/or the
\nEmployer in connection with the Option. The Awardee further understands that the
\ngrant of the Option and participation in the Plan is contingent upon the
\nAwardee153s agreement to assume liability for fringe benefit tax payable on the
\nOption.<\/p>\n

Further, by accepting the grant of the Option and participating in the Plan,
\nthe Awardee agrees that the Company and\/or the Employer may collect the fringe
\nbenefit tax from the Awardee by any of the means set forth in the Responsibility
\nfor Taxes section of the Award Agreement or any other reasonable method
\nestablished by the Company. The Awardee also agrees to execute any other
\nconsents or elections required to accomplish the foregoing, promptly upon
\nrequest by the Company.<\/p>\n

Exchange Control Restriction<\/u>. The Awardee understands that the Awardee
\nmust repatriate any proceeds from the sale of shares of Common Stock acquired
\nunder the Plan and any dividends received in relation to the shares of Common
\nStock to India and convert the proceeds into local currency within 90 days of
\nreceipt. The Awardee must obtain a foreign inward remittance certificate
\n(“FIRC”) from the bank where the Awardee deposits the foreign currency and
\nmaintain the FIRC as evidence of the repatriation of funds in the event the
\nReserve Bank of India or the Employer requests proof of repatriation.<\/p>\n

ISRAEL<\/u><\/strong><\/p>\n

Hard Copy Signature Required<\/u>. The Awardee acknowledges that he or she
\nmust sign and return this Award Agreement in order to accept the Option.<\/p>\n

Shares must be Held with the External Administrator<\/u><\/p>\n

The Company has designated a third-party to provide administrative services
\nin connection with the Plan (the “External Administrator”). Pursuant to its
\nauthority under the Plan, the Company will require that the Awardee hold any
\nshares issued to Awardee in connection with the exercise of the Option with the
\nExternal Administrator until such time as the Awardee sells the shares. Until
\nthe Awardee decides to sell the shares issued to pursuant to the exercise of the
\nOption, the Awardee cannot transfer the shares to an account with another broker
\nor request that shares certificates be issued to the Awardee.<\/p>\n

ITALY<\/u><\/strong><\/p>\n

Hard Copy Signature Required<\/u>. The Awardee acknowledges that he or she
\nmust sign and return this Award Agreement in order to accept the Option.<\/p>\n

Cashless Exercise Restriction<\/u>. Notwithstanding anything to the
\ncontrary in the Award Agreement or the Prospectus, due to legal restrictions in
\nItaly, the cash exercise method is not available in Italy. This Option may only
\nbe exercised using the full cashless method such that all shares of Common Stock
\nsubject to the exercised Option will be sold immediately upon exercise and the
\nproceeds of sale, less the Option price, any Tax-Related Items and any broker153s
\nfees or commissions, will be remitted to the Awardee in cash only in accordance
\nwith any applicable exchange control laws and regulations and following the
\nprocedures established by the External Administrator. The Company reserves the
\nright<\/p>\n

12<\/p>\n

\n

<\/p>\n

to provide the Awardee with additional methods of exercise depending on the
\ndevelopment of local law.<\/p>\n

Data Privacy<\/u>. This provision supplements the Data Privacy section of
\nthe Award Agreement:<\/p>\n

The Awardee hereby explicitly and unambiguously consents to the
\ncollection, use, processing and transfer, in electronic or other form, of the
\nAwardee153s personal data as described in this section of this Appendix by and
\namong, as applicable, the Employer, the Company and any Subsidiary or Affiliate
\nfor the exclusive purpose of implementing, administering and managing the
\nAwardee153s participation in the Plan.<\/em><\/strong><\/p>\n

The Awardee understands that the Employer, the Company and any
\nSubsidiary or Affiliate hold certain personal information about the Awardee,
\nincluding, but not limited to, the Awardee153s name, home address and telephone
\nnumber, date of birth, social insurance or other identification number, salary,
\nnationality, job title, any shares of Common Stock or directorships held in the
\nCompany or any Subsidiary or Affiliate, details of all Options or any other
\nentitlement to shares of Common Stock awarded, canceled, exercised, vested,
\nunvested or outstanding in the Awardee153s favor, for the exclusive purpose of
\nimplementing, managing and administering the Plan (“Data”).<\/em><\/strong><\/p>\n

The Awardee also understands that providing the Company with Data
\nis necessary for the performance of the Plan and that the Awardee153s denial to
\nprovide such Data would make it impossible for the Company to perform its
\ncontractual obligations and may affect the Awardee153s ability to participate in
\nthe Plan. The Controller of personal data processing is Agilent Technologies,
\nInc., with registered offices at 5301 Stevens Creek Boulevard, Santa Clara,
\nCalifornia 95051, United States of America, and, pursuant to Legislative Decree
\nno. 196\/2003, its representative in Italy is Agilent Technologies Italia S.p.A,,
\nwith registered offices at Centro Direzionale di Villa Fiorita , Via Piero
\nGobetti, 2\/c , 20063 Cernusco s\/N, Milano<\/em><\/strong>
\nItalia.<\/em><\/strong><\/p>\n

The Awardee understands that Data will not be publicized, but it
\nmay be transferred to banks, other financial institutions or brokers involved in
\nthe management and administration of the Plan. The Awardee further understands
\nthat the Company and\/or any Subsidiary or Affiliate will transfer Data among
\nthemselves as necessary for the purpose of implementing, administering and
\nmanaging the Awardee153s participation in the Plan, and that the Company and\/or
\nany Subsidiary or Affiliate may each further transfer Data to third parties
\nassisting the Company in the implementation, administration and management of
\nthe Plan, including any requisite transfer of Data to a broker or other third
\nparty with whom the Awardee may elect to deposit any shares of Common Stock
\nacquired under the Plan. Such recipients may receive, possess, use, retain and
\ntransfer Data in electronic or other form, for the purposes of implementing,
\nadministering and managing the Awardee153s participation in the Plan. The Awardee
\nunderstands that these recipients may be located in or outside the European
\nEconomic Area, such as in the United States or elsewhere. Should the Company
\nexercise its discretion in suspending all necessary legal obligations connected
\nwith the management and administration of the Plan, it will delete Data as soon
\nas it has accomplished all the necessary legal obligations connected with the
\nmanagement and administration of the Plan.<\/em><\/strong><\/p>\n

The Awardee understands that Data processing related to the
\npurposes specified above shall take place under automated or non-automated
\nconditions, anonymously when possible, that comply with the purposes for which
\nData is collected and with confidentiality and security provisions as set forth
\nby applicable laws and regulations, with specific reference to Legislative
\nDecree no. 196\/2003.<\/em><\/strong><\/p>\n

13<\/p>\n

\n

<\/p>\n

The processing activity, including communication, the transfer of
\nData abroad, including outside of the European Economic Area, as herein
\nspecified and pursuant to applicable laws and regulations, does not require the
\nAwardee153s consent thereto as the processing is necessary to performance of
\ncontractual obligations related to implementation, administration and management
\nof the Plan. The Awardee understands that, pursuant to Section 7 of the
\nLegislative Decree no. 196\/2003, the Awardee has the right to, including but not
\nlimited to, access, delete, update, correct or stop, for legitimate reason, the
\nData processing. Furthermore, the Awardee is aware that Data will not be used
\nfor direct marketing purposes. In addition, Data provided can be reviewed and
\nquestions or complaints can be addressed by contacting the Awardee153s human
\nresources representative in Italy.<\/em><\/strong><\/p>\n

Plan Document Acknowledgment<\/u>. In accepting the grant of the Option,
\nthe Awardee acknowledges that he or she has received a copy of the Plan and the
\nAward Agreement and has reviewed the Plan and the Award Agreement, including
\nthis Appendix, in their entirety and fully understands and accepts all
\nprovisions of the Plan and the Award Agreement, including this Appendix .<\/p>\n

The Awardee further acknowledges that he or she has read and specifically and
\nexpressly approves the following sections of the Award Agreement:
\nNon-Transferability of Option, Nature of the Option; Responsibility for Taxes;
\nEntire Agreement; Amendment; Governing Law and Venue; Binding Agreement;
\nInterpretation; Language; Electronic Delivery and the Data Privacy section
\nincluded in this Appendix.<\/p>\n

Exchange Control Information<\/u>. The Awardee is required to report in his
\nor her annual tax return: (a) any transfers of cash or shares of Common Stock to
\nor from Italy exceeding 10,000 or the equivalent amount in U.S. dollars; and
\n(b) any foreign investments or investments (including proceeds from the sale of
\nshares of Common Stock acquired under the Plan) held outside of Italy exceeding
\n 10,000 or the equivalent amount in U.S. dollars, if the investment may give
\nrise to income in Italy. The Awardee is exempt from the formalities in (a) if
\nthe investments are made through an authorized broker resident in Italy, as the
\nbroker will comply with the reporting obligation on the Awardee153s behalf.<\/p>\n

JAPAN<\/u><\/strong><\/p>\n

Hard Copy Signature Required<\/u>. The Awardee acknowledges that he or she
\nmust sign and return this Award Agreement in order to accept the Option.<\/p>\n

MALAYSIA<\/u><\/strong><\/p>\n

Hard Copy Signature Required<\/u>. The Awardee acknowledges that he or she
\nmust sign and return this Award Agreement in order to accept the Option.<\/p>\n

Director Notification Requirement<\/u>. If the Awardee is a director of a
\nMalaysian Subsidiary or Affiliate of the Company, the Awardee is subject to
\ncertain notification requirements under the Malaysian Companies Act, 1965. Among
\nthese requirements is an obligation to notify the Malaysian Subsidiary or
\nAffiliate in writing when the Awardee receives an interest (e.g.<\/em>,
\nOptions, shares of Common Stock) in the Company or any related companies. In
\naddition, the Awardee must notify the Malaysian Subsidiary or Affiliate when the
\nAwardee sells shares of Common Stock in the Company or any related company
\n(including when the Awardee sells shares of Common Stock acquired under the<\/p>\n

14<\/p>\n

\n

<\/p>\n

Plan). These notifications must be made within fourteen days of acquiring or
\ndisposing of any interest in the Company or any related company.<\/p>\n

Exchange Control Information<\/u>. The Awardee is advised to consult his or
\nher personal legal advisor to determine the exchange control requirements
\napplicable to the Awardee153s particular circumstances. It is solely the Awardee153s
\nresponsibility to comply with these requirements.<\/p>\n

MEXICO<\/u><\/strong><\/p>\n

Hard Copy Signature Required<\/u>. The Awardee acknowledges that he or she
\nmust sign and return this Award Agreement in order to accept the Option.<\/p>\n

Labor Law Policy and Acknowledgment<\/u>. In accepting the grant of the
\nOption, the Awardee expressly recognizes that Agilent Technologies, Inc., with
\nregistered offices at 5301 Stevens Creek Boulevard, Santa Clara, California
\n95051, United States of America, is solely responsible for the administration of
\nthe Plan and that the Awardee153s participation in the Plan and acquisition of
\nshares of Common Stock do not constitute an employment relationship between the
\nAwardee and Agilent Technologies, Inc. since the Awardee is participating in the
\nPlan on a wholly commercial basis and the Awardee153s sole employer is Agilent
\nTechnologies Mexico, S. de R.L. de C.V., Blvd. Adolfo Lopez Mateos, No. 2009,
\n2nd Floor Colonia Los Alpes, Delegacion Alvario Obreg 179n, Mexico D.F. 01010
\n(“Agilent-Mexico”). Based on the foregoing, the Awardee expressly recognizes
\nthat the Plan and the benefits that the Awardee may derive from participating in
\nthe Plan do not establish any rights between the Awardee and the Employer,
\nAgilent-Mexico, and do not form part of the employment conditions and\/or
\nbenefits provided by Agilent-Mexico and any modification of the Plan or its
\ntermination shall not constitute a change or impairment of the terms and
\nconditions of the Awardee153s employment.<\/p>\n

The Awardee further understands that his or her participation in the Plan is
\nas a result of a unilateral and discretionary decision of Agilent Technologies,
\nInc.; therefore, Agilent Technologies, Inc. reserves the absolute right to amend
\nand\/or discontinue the Awardee153s participation at any time without any liability
\nto the Awardee.<\/p>\n

Finally, the Awardee hereby declares that the Awardee does not reserve to
\nhimself or herself any action or right to bring any claim against Agilent
\nTechnologies, Inc. for any compensation or damages regarding any provision of
\nthe Plan or the benefits derived under the Plan, and the Awardee therefore
\ngrants a full and broad release to Agilent Technologies, Inc., its Affiliates,
\nbranches, representation offices, its shareholders, officers, agents or legal
\nrepresentatives with respect to any claim that may arise.<\/p>\n

Reconocimiento de Ausencia de Relaci 179n Laboral y Declaraci 179n de la
\nPol -tica<\/u><\/em>. Aceptando la Opci 179n, el Participante reconoce que Agilent
\nTechnologies, Inc. y sus oficinas registradas en 5301 Stevens Creek Boulevard,
\nSanta Clara, California 95051, U.S.A., es el nico responsable de la
\nadministraci 179n del Plan y que la participaci 179n del Participante en el mismo y la
\ncompra de Acciones no constituye de ninguna manera una relaci 179n laboral entre el
\nParticipante y Agilent Technologies, Inc., toda vez que la participaci 179n del
\nParticipante en el Plan deriva nicamente de una relaci 179n comercial con Agilent
\nTechnologies, Inc., reconociendo expresamente que el nico empleador del
\nParticipante lo es Agilent Technologies Mexico, S. de R.L. de C.V., Blvd. Adolfo
\nLopez Mateos, No. 2009, 2nd Floor Colonia Los Alpes, Delegacion Alvario Obreg 179n,
\nMexico D.F. 01010 (“Agilent-M xico”).<\/em> Derivado de lo anterior, el
\nParticipante expresamente reconoce que el Plan y los beneficios que pudieran
\nderivar del mismo no<\/em><\/p>\n

15<\/p>\n

\n

<\/p>\n

establecen ning n derecho entre el Participante y su empleador,
\nAgilent-M xico, y no forman parte de las condiciones laborales y\/o prestaciones
\notorgadas por Agilent-M xico, y expresamente el Participante reconoce que
\ncualquier modificaci 179n al Plan o la terminaci 179n del mismo de manera alguna podr 161
\nser interpretada como una modificaci 179n de los condiciones de trabajo del
\nParticipante.<\/em><\/p>\n

Asimismo, el Participante entiende que su participaci 179n en el Plan es
\nresultado de la decisi 179n unilateral y discrecional de Agilent Technologies,
\nInc., por lo tanto, Agilent Technologies, Inc. se reserva el derecho absoluto
\npara modificar y\/o terminar la participaci 179n del Participante en cualquier
\nmomento, sin ninguna responsabilidad para el Participante.<\/em><\/p>\n

Finalmente, el Participante manifiesta que no se reserva ninguna acci 179n o
\nderecho que origine una demanda en contra de Agilent Technologies, Inc., por
\ncualquier compensaci 179n o da 177o en relaci 179n con cualquier disposici 179n del Plan o
\nde los beneficios derivados del mismo, y en consecuencia el Participante otorga
\nun amplio y total finiquito a Agilent Technologies, Inc., sus Entidades
\nRelacionadas, afiliadas, sucursales, oficinas de representaci 179n, sus
\naccionistas, directores, agentes y representantes legales con respecto a
\ncualquier demanda que pudiera surgir.<\/em><\/p>\n

NETHERLANDS<\/u><\/strong><\/p>\n

Hard Copy Signature Required<\/u>. The Awardee acknowledges that he or she
\nmust sign and return this Award Agreement in order to accept the Option.<\/p>\n

RUSSIA<\/u><\/strong><\/p>\n

Shares must be Held with the External Administrator<\/u><\/p>\n

The Company has designated a third-party to provide administrative services
\nin connection with the Plan (the “External Administrator”). Pursuant to its
\nauthority under the Plan, the Company will require that the Awardee hold any
\nshares issued to Awardee in connection with the exercise of the Option with the
\nExternal Administrator until such time as the Awardee sells the shares. Until
\nthe Awardee decides to sell the shares issued to pursuant to the exercise of the
\nOption, the Awardee cannot transfer the shares to an account with another broker
\nor request that shares certificates be issued to the Awardee.<\/p>\n

Exchange Control Information<\/u>. If the Awardee remits funds out of
\nRussia to purchase shares of Common Stock, the funds must be remitted from a
\nforeign currency account opened in the Awardee153s name at an authorized bank in
\nRussia. This requirement does not apply if the Awardee uses a cashless exercise
\nsuch that some or all of the shares of Common Stock subject to the exercised
\nOption will be sold immediately upon exercise and the proceeds of sale remitted
\nto the Company to cover the aggregate Option price, any Tax-Related Items and
\nany broker153s fees or commissions because in this case there is no remittance of
\nfunds out of Russia.<\/p>\n

Regardless of what method of exercise the Awardee uses to purchase the shares
\nof Common Stock, the Awardee must repatriate to Russia the proceeds from the
\nsale of shares of Common Stock and any dividends received in relation to the
\nshares within a reasonably short time of receipt. The sale<\/p>\n

16<\/p>\n

\n

<\/p>\n

proceeds and dividends (if any) received must be initially credited to the
\nAwardee through a foreign currency account opened in the Awardee153s name at an
\nauthorized bank in Russia.<\/p>\n

The Awardee is not permitted to sell shares of Common Stock directly to a
\nRussian legal entity or resident.<\/p>\n

Securities Law Information<\/u>. The Award Agreement, the Option, the Plan
\nand all other materials you may receive regarding participation in the Plan do
\nnot constitute advertising or an offering of securities in Russia. The issuance
\nof shares of Common Stock under the Plan has not and will not be registered in
\nRussia and, therefore, the shares of Common Stock described in any Plan
\ndocuments may not be offered or placed in public circulation in Russia.<\/p>\n

In no event will shares of Stock acquired upon exercise of the Option be
\ndelivered to you in Russia; all shares of Stock acquired upon exercise of the
\nOption will be maintained on your behalf outside of Russia.<\/p>\n

SINGAPORE<\/u><\/strong><\/p>\n

Hard Copy Signature Required<\/u>. The Awardee acknowledges that he or she
\nmust sign and return this Award Agreement in order to accept the Option.<\/p>\n

Securities Law Information<\/u>. The grant of the Option is being made on a
\nprivate basis and is, therefore, exempt from registration in Singapore.<\/p>\n

Director Notification Requirement<\/u>. Directors of a Singapore Subsidiary
\nor Affiliate are subject to certain notification requirements under the
\nSingapore Companies Act. Directors must notify the Singapore Subsidiary or
\nAffiliate in writing of an interest (e.g., Options, shares of Common Stock,
\netc.) in the Company or any related companies within two days of (i) its
\nacquisition or disposal, (ii) any change in a previously disclosed interest
\n(e.g., when the shares of Common Stock are sold), or (iii) becoming a director.\n<\/p>\n

SPAIN<\/u><\/strong><\/p>\n

Hard Copy Signature Required<\/u>. The Awardee acknowledges that he or she
\nmust sign and return this Award Agreement in order to accept the Option.<\/p>\n

Labor Law Acknowledgement<\/u>. This provision supplements the Nature of
\nthe Option section of the Award Agreement:<\/p>\n

In accepting the Option, the Awardee acknowledges that the Awardee consents
\nto participation in the Plan and has received a copy of the Plan.<\/p>\n

The Awardee understands that the Company has unilaterally, gratuitously and
\ndiscretionally decided to grant Options under the Plan to individuals who may be
\nemployees of the Company or its Related Entities throughout the world. The
\ndecision is a limited decision that is entered into upon the express assumption
\nand condition that any grant will not bind the Company or any of its Related
\nEntities. Consequently, the Awardee understands that the Option is granted on
\nthe assumption and condition<\/p>\n

17<\/p>\n

\n

<\/p>\n

that the Option and any shares of Common Stock acquired upon exercise of the
\nOption shall not become a part of any employment contract (either with the
\nCompany or any of its Related Entities) and shall not be considered a mandatory
\nbenefit, salary for any purposes (including severance compensation) or any other
\nright whatsoever. In addition, the Awardee understands that this grant would not
\nbe made to the Awardee but for the assumptions and conditions referred to above;
\nthus, the Awardee acknowledges and freely accepts that should any or all of the
\nassumptions be mistaken or should any of the conditions not be met for any
\nreason, then any grant of or right to the Option shall be null and void.<\/p>\n

Exchange Control Information<\/u>. The Awardee must declare the purchase of
\nshares of Common Stock to the Direccion General de Pol -tica Comercial y de
\nInversiones Extranjeras<\/em> (the “DGPCIE”) of the Ministerio de
\nEconomia<\/em> for statistical purposes. The Awardee must also declare ownership
\nof any shares of Common Stock with the Directorate of Foreign Transactions each
\nJanuary while the shares of Common Stock are owned. In addition, if the Awardee
\nwishes to import the ownership title of shares of Common Stock (i.e., Share
\ncertificates) into Spain, the Awardee must declare the importation of such
\nsecurities to the DGPCIE.<\/p>\n

When receiving foreign currency payments derived from the ownership of shares
\nof Common Stock (i.e., dividends or sale proceeds), the Awardee must inform the
\nfinancial institution receiving the payment of the basis upon which such payment
\nis made. The Awardee will need to provide the institution with the following
\ninformation: (i) the Awardee153s name, address, and fiscal identification number;
\n(ii) the name and corporate domicile of the Company; (iii) the amount of the
\npayment; (iv) the currency used; (v) the country of origin; (vi) the reasons for
\nthe payment; and (vii) further information that may be required.<\/p>\n

SWITZERLAND<\/u><\/strong><\/p>\n

Hard Copy Signature Required<\/u>. The Awardee acknowledges that he or she
\nmust sign and return this Award Agreement in order to accept the Option.<\/p>\n

Term of Option<\/u>. This Option will expire ten (10) years and six (6)
\nmonths from the Grant Date, unless sooner terminated, forfeited, or canceled in
\naccordance with the provisions of the Plan.<\/p>\n

The Awardee is responsible for keeping track of this date and will not
\nreceive any prior notification of the expiration date from the Company.<\/p>\n

Securities Law Information<\/u>. The offer of the Option is considered a
\nprivate offering in Switzerland and is therefore not subject to registration in
\nSwitzerland.<\/p>\n

TAIWAN<\/u><\/strong><\/p>\n

Exchange Control Information<\/u>. The Awardee may acquire and remit
\nforeign currency (including funds for the purchase of shares of Common Stock and
\nproceeds from the sale of shares of Common Stock) up to US$5,000,000 per year
\nwithout justification.<\/p>\n

If the transaction amount is TWD500,000 or more in a single transaction, the
\nAwardee must submit a<\/p>\n

18<\/p>\n

\n

<\/p>\n

Foreign Exchange Transaction Form. If the transaction amount is US$500,000 or
\nmore in a single transaction, the Awardee must also provide supporting
\ndocumentation to the satisfaction of the remitting bank.<\/p>\n

UNITED KINGDOM<\/u><\/strong><\/p>\n

Hard Copy Signature Required<\/u>. The Awardee acknowledges that he or she
\nmust sign and return this Award Agreement in order to accept the Option.<\/p>\n

Responsibility for Taxes<\/u>. This provision supplements the
\nResponsibility for Taxes section of the Award Agreement:<\/p>\n

If payment or withholding of the Tax-Related Items (including the Employer153s
\nLiability, as defined below) is not made within 90 days of the event giving rise
\nto the Tax-Related Items (the “Due Date”) or such other period specified in
\nSection 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, the
\namount of any uncollected Tax-Related Items will constitute a loan owed by the
\nAwardee to the Employer, effective on the Due Date. The Awardee agrees that the
\nloan will bear interest at the then-current Official Rate of Her Majesty153s
\nRevenue and Customs (“HMRC”), it will be immediately due and repayable, and the
\nCompany or the Employer may recover it at any time thereafter by any of the
\nmeans referred to in the Responsibility for Taxes section of the Award
\nAgreement. Notwithstanding the foregoing, if the Awardee is a director or
\nexecutive officer of the Company (within the meaning of Section 13(k) of the
\nU.S. Securities and Exchange Act of 1934, as amended), the Awardee will not be
\neligible for such a loan to cover the Tax-Related Items. In the event that the
\nAwardee is a director or executive officer and the Tax-Related Items are not
\ncollected from or paid by the Awardee by the Due Date, the amount of any
\nuncollected Tax-Related Items will constitute a benefit to the Awardee on which
\nadditional income tax and national insurance contributions (including the
\nEmployer153s Liability, as defined below) will be payable. The Awardee will be
\nresponsible for reporting and paying any income tax and national insurance
\ncontributions (including the Employer153s Liability, as defined below) due on this
\nadditional benefit directly to HMRC under the self-assessment regime.<\/p>\n

Joint Election<\/u>. As a condition of the Awardee153s participation in the
\nPlan and the exercise of the Option, the Awardee agrees to accept any liability
\nfor secondary Class 1 national insurance contributions (the “Employer153s
\nLiability”) which may be payable by the Company and\/or the Employer in
\nconnection with the Option and any event giving rise to Tax-Related Items. To
\naccomplish the foregoing, the Awardee agrees to execute a joint election with
\nthe Company (the “Election”), the form of such Election being formally approved
\nby HMRC, and any other consent or elections required to accomplish the transfer
\nof the Employer153s Liability to the Awardee. The Awardee further agrees to
\nexecute such other joint elections as may be required between him or her and any
\nsuccessor to the Company and\/or the Employer. If the Awardee does not enter into
\nthe Election when the Awardee accepts the Award Agreement, or if the Election is
\nrevoked at any time by HMRC, the Option will cease vesting and become null and
\nvoid, and no shares of Common Stock will be acquired under the Plan, without any
\nliability to the Company, the Employer and\/or any Affiliate. The Awardee further
\nagrees that the Company and\/or the Employer may collect the Employer153s Liability
\nby any of the means set forth in the Responsibility for Taxes section of the
\nAward Agreement.<\/p>\n

19<\/p>\n

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