Exhibit 10.2
AGILENT TECHNOLOGIES,
INC.
2005 DEFERRED COMPENSATION
PLAN FOR NON-EMPLOYEE DIRECTORS
(Amended and Restated
Effective March 20, 2007)
Section 1.
Establishment and Purpose of Plan .
The Agilent Technologies, Inc. 2005 Deferred
Compensation Plan for Non-Employee Directors (the
“Plan”) was adopted and established effective as of
November 1, 2004 and is hereby amended and restated effective March
20, 2007. The Plan continues the program of deferred
compensation embodied in the document for the Agilent Technologies,
Inc. Deferred Compensation Plan for Non-Employee Directors (the
“Prior Plan Document”) in a manner designed to comply
with the requirements of the American Jobs Creation Act of
2004. The rules of this Plan document, rather than those of
the Prior Plan Document, will govern new deferrals.
The Plan is
intended to be an unfunded and unsecured deferred compensation
arrangement between the Director and Agilent, in which the Director
agrees to give up a percentage of the Director’s cash portion
of his or her annual retainer and/or committee fees in exchange for
Agilent’s unfunded and unsecured promise to make a payment at
a future date, as specified in Section 6. Agilent retains the
right, as provided in Section 13, to amend or terminate the Plan at
any time. Certain capitalized words used in the text of the
Plan are defined in Section 21 in alphabetical order.
Section 2.
Participation in the Plan.
All Directors are
eligible to defer some or all of the cash portion of their annual
retainer and committee fees.
Section 3.
Timing and Amounts of Deferred Compensation .
3.1
Annual Retainer/Committee Fees Deferral .
(a)
Timing of Annual Retainer/Committee Fees Deferral .
With respect to each Plan Year, a Director must make an election,
if any, to defer a percentage of the cash portion of his or her
annual retainer payment and/or committee fees otherwise becoming
payable during such Plan Year on or before December 31, or such
earlier date established by the Committee, of the preceding the
Plan Year. All such elections shall be made in accordance
with any procedures established by the Committee. The term
“Plan Year” shall mean the one-year period beginning on
March 1 and ending on the next subsequent February 28, or February
29, as the case may be. A newly elected or appointed Director
must make an initial deferral election, if any, within 30 days of
becoming a Director.
(b)
Amount of Annual Retainer/Committee Fees Deferral . A
Director may defer with respect to a Plan Year any portion, up to
100%, of any annual cash retainer payment and/or committee fees to
which he or she may become entitled during such Plan Year, so long
as the deferral amount is expressed in terms of a dollar amount or
a whole percentage point. Once
an
election is made by a Director to defer any portion or all of an
annual cash retainer payment and/or committee fees, the appropriate
dollar amount will be withheld from the annual cash retainer or
committee fee, as the case may be, at the time that this amount
would have otherwise been paid.
3.2
Suspension . A Director’s participation in the
Plan shall be suspended for any period during which he or she
ceases to qualify as a Director, but is then an employee of Agilent
or one of its affiliates. However, during such suspension
period, the Director’s Deferral Account shall continue to
share in the Plan.
3.3
Committee Discretion . Notwithstanding anything in
this Section 3 to the contrary, the Committee shall have the
discretion to modify the availability and timing of a valid
deferral election under this Section 3, in any manner it deems
appropriate; provided, however, that any alteration must comply
with Section 409A of the Code, and any alteration with respect to a
Covered Officer must be consistent with the requirements for
deductibility of compensation under Section 162(m) of the
Code.
Section 4.
Deferral Accounts.
Crediting in General . Amounts
deferred pursuant to Section 3 above shall be credited to a
Deferral Account in the name of the Director. Deferred
Amounts arising from deferrals of annual cash retainer payments or
committee fees shall be credited to a Deferral Account as soon as
practicable after the time that such deferred annual retainer or
committee fees would otherwise have been paid. The
Director’s rights in the Deferral Account shall be no greater
than the rights of an unsecured general creditor of Agilent.
Deferred Amounts invested hereunder shall for all purposes be part
of the general funds of Agilent. Any payout to a Director of
amounts credited to a Director’s Deferral Account is not due,
nor is such amount ascertainable, until the Payout Commencement
Date.
Section 5.
Investment of Deferred Amounts; Dividends
5.1
Investment of Deferred Amounts. Amounts deferred
pursuant to Section 3 above shall be deemed to be invested wholly
in Shares.
5.2
Determination of Number of Shares. The number of
Shares in which the Deferred Amount credited to a Director’s
Deferral Account on a Payment Date (as defined below) shall be
determined by dividing the dollar value of such Deferred Amount by
the Fair Market Value of a share of the common stock of Agilent
Technologies, Inc. on the Payment Date. For purposes of this
Plan, the term “Payment Date” shall mean the payment
date as specified and established by the Committee under the
Agilent Technologies, Inc. 1999 Non-Employee Director Stock Plan
(the “Director Stock Plan”).
5.3
Fair Market Value . For purposes of this Plan, the
term “Fair Market Value” shall mean, as of any date,
the quoted closing sales price for such Common Stock as of such
date (or if no sales were reported on such date, the closing price
on the last preceding day a sale was made) as quoted on the stock
exchange or a national market system, with the highest trading
volume, as reported in such source as the Company shall
determine.
2
5.4
Timing of Investment . With respect to all Plan Years,
investment of the Directors’ Deferral Amounts in the Shares
under the Agilent Stock Fund will be made automatically on the
Payment Date.
5.5
Dividends . Shares credited to a Director’s
Deferral Account will be credited with dividend equivalents until
such amounts are paid out to the Director under this Plan as set
forth in Section 6. All dividend equivalents attributable to
the Deferral Account shall be added to the liability of and
retained therein by Agilent. Any such addition to the
liability shall be appropriately reflected on the books and records
of Agilent and identified as an addition to the total sum owing the
Director. All such dividend equivalents shall be
automatically reinvested in additional Shares under the
Plan.
Section 6.
Payout to Directors.
6.1
Termination . If a Director’s Deferral Account
balance is equal to or greater than $25,000 on the Termination
Date, the form and commencement of benefit may be made in
accordance with the Director’s election at the time of
deferral and this Section 6.1. If a Director’s Deferral
Account balance is less than $25,000 on the Termination Date, the
form shall be a single lump sum payout in the first pay period in
January of the year following the Termination Year.
(a)
Form of Payout . A Director making a valid election
under this Section 6.1 may elect to receive either (i) a single
lump sum payout in the first pay period in January of the year
following the Termination Year, or (ii) a payout in annual
installments over a five (5) to fifteen (15) year period beginning
in the first pay period in January following the Termination
Year. Payment of the Director’s Deferral Account shall
be made in the form of Shares.
(b)
Commencement of Payout . A Director making a valid
election under this Section 6.1 may elect to further defer the
Payout Commencement Date, under either the single lump sum or the
annual installment election addressed in Section 6.1(a), by an
additional one (1), two (2) or three (3) years.
(c)
Dividend Equivalents on Deferral Accounts . Whatever
the form of payout under Section 6, and whatever the timing of the
Payout Commencement Date, the Deferral Account of a Director shall
continue to be credited with dividend equivalents until all amounts
in such an account are paid out to the Director.
6.2
Default Form and Commencement of Payout . If a valid
election under Section 6.1 is not made, and the Director’s
Deferral Account balance is equal to or greater than $25,000 on the
Termination Date, then the Director shall receive his or her payout
in annual installments over the fifteen (15) year period beginning
in the first pay period in January following the Termination
Year. If, however, such Deferral Account balance is less than
$25,000 on the Termination Date, then the Director shall receive a
single lump sum payout in the first pay period in January following
the Termination Year.
6.3
Death of Director . If a Director dies and an election
was made under Section 6.1, the Beneficiary will be paid according
to the election even though the election was not made twelve (12)
months or more prior to the Director’s death. If the
Director dies and no valid
3
election was made, and the Director’s
Deferral Account balance is equal to or greater than $25,000 on the
date of death, then the Beneficiary will receive the payout in
annual installments over the fifteen (15) year period beginning in
the first pay period in January in the calendar year following the
year of the Director’s death. If, however, such
Deferral Account balance is less than
|
