AGILENT TECHNOLOGIES, INC. PERFORMANCE-BASED COMPENSATION PLAN FOR COVERED EMPLOYEES

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.44

AGILENT TECHNOLOGIES, INC. PERFORMANCE-BASED COMPENSATION
PLAN FOR COVERED EMPLOYEES

Amended and Restated Effective November 1, 2006

         1.    Purpose.     The purpose of the Agilent Technologies, Inc. Performance-Based Compensation Plan for Covered Employees is to provide certain employees of Agilent Technologies, Inc. and its subsidiaries with incentive compensation based upon the level of achievement of financial, business and other performance criteria.

         2.    Definitions.     As used in the Plan, the following terms shall have the meanings set forth below:

(a)

"Affiliate" shall mean (i) any entity that, directly or indirectly, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Committee.

(b)

"AFM" shall mean the Company's Accounting and Financial Manual, as posted from time to time on the Company's internal web site.

(c)

"Base Pay" shall mean the annual base rate of cash compensation, excluding bonuses, commissions, overtime pay, Variable Payments, Target Variable Payments, shift differential, payments under the Agilent Technologies, Inc. Disability Plan and the Agilent Technologies, Inc. Supplemental Income Protection Plan, or any other additional compensation.

(d)

"Board" shall mean the Board of Directors of the Company.

(e)

"Code" shall mean the Internal Revenue Code of 1986 and the regulations promulgated thereunder, all as amended from time to time and any successors thereto.

(f)

"Committee" shall mean the Committee designated pursuant to Section 4 of the Plan.

(g)

"Company" shall mean Agilent Technologies, Inc., a Delaware corporation.

(h)

"Covered Officer" shall mean at any date (i) any individual who with respect to the previous taxable year of the Company, was a "covered employee" of the Company within the meaning of Section 162(m); provided, however that the term "Covered Officer" shall not include any such individual who is designated by the Committee, in its sole discretion, at the time of any Variable Payment or at any subsequent time, as reasonably expected not to be such a "covered employee" with respect to the then current taxable year of the Company, and (ii) any individual who is designated by the Committee, in its sole discretion, at the time of any Variable Payment or at any subsequent time, as reasonably expected to be such a "covered employee" with respect to the then current taxable year of the Company or with respect to the taxable year of the Company in which any applicable Variable Payment will be paid.

(i)

"Fiscal Year" shall mean the twelve-month period from November 1 through October 31.

(j)

"Net Order Dollars" shall be as defined in the Company's Corporate Marketing Policy, as posted on the Company's internal web site at the start of the Performance Period.

(k)

"Net Profit Dollars" shall be as defined in the AFM at the start of the Performance Period.

(l)

"Net Profit Growth" shall be defined with respect to any Performance Period as determined by the Committee, in its sole discretion.

1

(m)

"Net Revenue Dollars" shall be as defined in the AFM at the start of the Performance Period.

(n)

"Participant" shall mean each salaried employee of the Company or its Affiliates in active service whose position is designated by the Committee as eligible for participation in the Plan and who is selected by the Committee for participation in the Plan prior to the Predetermination Date.

(o)

"Performance Measure" shall mean any measurable criteria tied to the Company's success that the Committee may determine, including Net Order Dollars, Net Profit Dollars, Net Profit Growth, Net Revenue Dollars, Revenue Growth, individual performance, earnings per share, return on assets, return on equity, return on invested capital, other Company and business unit financial objectives, customer satisfaction indicators and operational efficiency measures.

(p)

"Performance Period" shall mean a six-month period of time based upon the halves of the Company's Fiscal Year, or such other time period as shall be determined by the Committee.

(q)

"Plan" shall mean the Agilent Technologies, Inc. Performance-Based Compensation Plan for Covered Employees, as amended from time to time.

(r)

"Predetermination Date" shall mean (i) the earlier of, a date 90 days after the commencement of the Performance Period, or a date not later than the expiration of 25% of the Performance Period, provided that the satisfaction of selected Performance Measures is substantially uncertain at such time, or (ii) such other date on which a performance goal is considered to be pre-established pursuant to Section 162(m).

(s)

"Revenue Growth" shall be defined with respect to any Performance Period as determined by the Committee, in its sole discretion.

(t)

"Section 162(m)" shall mean Section 162(m) of the Code.

(u)

"Target Variable Payment" shall mean a Variable Payment amount that may be paid if 100% of all applicable Performance Measures are achieved in the Performance Period. The Target Variable Payment shall be equal to a fixed percentage of the Participant's Base Pay for such Performance Period. Except as otherwise provided in Section 6, the Committee shall determine such percentage prior to the Predetermination Date.

(v)

"Threshold Variable Payment Percentage" shall mean a Variable Payment amount that may be paid if the minimum level (or percentage) of applicable Performance Measures is achieved for a Performance Period.

(w)

"Variable Payment" shall mean a cash payment, which may be an addition to Base Pay, made pursuant to the Plan with respect to a particular Performance Period. The amount of a Variable Payment may be less than, equal to or greater than the Target Variable Payment; provided , however , that a Variable Payment shall not be greater than an amount equal to two hundred percent (200%) of the Target Variable Payment.

         3.    Eligibility.     Persons employed by the Company or any of its Affiliates during a Performance Period and in active service are eligible to be Participants under the Plan for such Performance Period, whether or not so employed or living at the date a Variable Payment is paid, and may be considered by the Committee for a Variable Payment. A Participant is not rendered ineligible to be a Participant by reason of being a member of the Board. Notwithstanding anything herein to the contrary, the Committee shall have sole discretion to designate or approve the Participants for any given Performance Period.

2

         4.    Administration.     

(a)

Unless otherwise designated by the Board, the Compensation Committee of the Board shall be the Committee under the Plan. A director may serve as a member or an alternate member of the Committee only during periods in which the director is an "outside director" as described in Section 162(m). Subsequent determination that a member or alternate member of the Committee was not an "outside director" shall not invalidate the actions taken by the Committee during such period. The Committee shall have full power and authority to construe, interpret and administer the Plan. It may issue rules and regulations for administration of the Plan and shall meet at such times and places as it may determine. A majority of the members of the Committee shall constitute a quorum and all decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, its stockholders, employees and Participants.

(b)

The expenses of the administration of the Plan shall be borne by the Company.

         5.    Term.     Subject to Section 10(l), the amended and restated Plan shall be effective as of November 1, 2006, and shall be applicab