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Exhibit 10.25
AGILENT TECHNOLOGIES, INC.
1999 Stock Plan
New Executive Stock Award Agreement ("Award
Agreement")
For the Period Ending October 31, [YEAR]
Section 1.
Grant of Stock Award . This Stock
Award Agreement, dated as of the date of grant indicated in your
account maintained by the company providing administrative services
in connection with the Plan (as defined below) (the "External
Administrator"), is entered into between Agilent
Technologies, Inc. (the "Company"), and you as an individual
who has been granted Restricted Stock Units (the "Awardee")
pursuant to the Agilent Technologies, Inc. 1999 Stock Plan
(the "Plan"). This Stock Award represents the right to
receive the number of shares of the Company’s $0.01 par value
voting common stock indicated in the Awardee’s External
Administrator account subject to the fulfillment of the conditions
set forth below and pursuant to and subject to the terms and
conditions set forth in the Plan and the administrative
rules thereunder. Capitalized terms used and not
otherwise defined herein are used with the same meanings as in the
Plan.
Section 2.
Vesting Criteria . This Stock Award shall vest upon
the achievement of Company performance criteria as set by the
Committee at the time of grant and as communicated to you
concurrent with this Award Agreement. This Stock Award shall
vest over a period of time not to exceed three years from the date
stated in Section 1 above, and ending on October 31
[YEAR], which shall be known as the "Vesting
Period". Depending upon achievement of the
Company performance criteria as solely determined by the Committee,
this Stock Award may vest and be paid out at any level from zero to
200% of the Target Award.
Section 3.
Objective Business Criteria . This Stock Award shall
not vest and no shares of Common Stock will be issued to the
Awardee until the Committee has certified in writing that the
Company performance criteria have been achieved or exceeded, except
as set forth in Section 5. The Stock Award shall be
settled no later than the fifteenth day of the third month
following the later of (i) the last day of the calendar year
in which the Stock Award vests or (ii) the last day of the
Company’s fiscal year in which the Stock Award vests.
Section 4.
Nontransferability of Stock Award . This Stock Award
shall not be transferable by Awardee otherwise than by will or by
the laws of descent and distribution. The terms of this Stock
Award shall be binding on the executors, administrators, heirs and
successors of Awardee.
Section 5.
Termination of Employment or Service; Change of Control.
(a)
An Awardee who, whether voluntarily or
involuntarily, terminates from the Company or otherwise ceases to
be employed in a participating position at any time during a
Vesting Period, shall not be eligible to receive a payout except as
set forth in this Section 5. Except as provided in this
Section 5, in order to receive payment of the Stock Award upon
vesting, the Awardee must be listed on the payroll of the Company
or an Affiliate on the date
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when the Stock Award is paid out. Except as the Committee
may otherwise determine, termination of Awardee’s employment
or service for any reason shall occur on the date such Awardee
ceases to perform services for the Company or any Affiliate without
regard to whether such Awardee continues thereafter to receive any
compensatory payments therefrom or is paid salary thereby in lieu
of notice of termination or, with respect to a member of the Board
who is not also an employee of the Company or any Subsidiary, the
date such Awardee is no longer a member of the Board.
(b)
An Awardee who dies or terminates employment as a
result of becoming totally and permanently disabled during a
Vesting Period shall have paid to his or her estate or designated
beneficiaries or, in the case of disability, either (i) him or
her or (ii) his or her legally appointed guardian, at the end
of the Vesting Period, a payout based on the full amount of the
specified percentage of the Target Award determined by the
Committee under Section 3 for the full Vesting Period; except
that, with respect to any Vesting Period in which such death or
termination of employment occurs during the first 12 months of the
Vesting Period, the payout for such Vesting Period shall equal an
amount calculated by multiplying (a) the Award determined
under Section 3 for the full Vesting Period times (b) a
fraction, the numerator of which is the number of days from the
beginning of the Vesting Period to the date of such death or
termination of employment, and the denominator of which is the
number of days in the 12-month period.
(c)
Unless otherwise required under local law, an
Awardee who retires (in accordance with the Company’s then
current retirement policy) during a Vesting Period shall, at the
end of the Vesting Period, be entitled to receive his or her Stock
Award payout based on the full amount of the specified percentage
of the Target Award determined by the Committee under
Section 3 for the full Vesting Period; except that, with
respect to any Vesting Period in which such retirement occurs
during the first 12 months of the Vesting Period, the payout for
such Vesting Period shall equal an amount calculated by multiplying
(a) the amount determined under Section 3 for the
full Vesting Period times (b) a fraction, the numerator of
which is the number of days from the beginning of the Vesting
Period to the date of such retirement, and the denominator of which
is the number of days in the 12-month period.
(d)
An Awardee who is demoted from eligibility and
accordingly ceases to be employed in a participating position at
any time during a Vesting Period shall, at the end of the Vesting
Period, be entitled to receive his or her Stock Award payout based
on the full amount of the specified percentage of the Target Award
determined by the Committee under Section 3 for the full
Vesting Period; except that, with respect to any Vesting Period in
which such demotion occurs during the first 12 months of the
Vesting Period, the payout for such Vesting Period shall equal an
amount calculated by multiplying (a) the amount
determined under Section 3 for the full Vesting Period
times (b) a fraction, the numerator of which is the number of
days from the beginning of the Vesting Period to the date of such
demotion, and the denominator of which is the number of days in the
12-month period.
(e)
An Awardee who terminates employment at any time
during a Vesting Period under a Workforce Management Program of the
Company or its Subsidiary shall, at the end of the Vesting Period,
be entitled to receive his or her Stock Award payout based on the
full amount
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of the specified percentage of the Target Award determined by
the Committee under Section 3 for the full Vesting Period;
except that, with respect to any Vesting Period in which such
termination of employment occurs during the first 12 months of the
Vesting Period, the payout for such Vesting Period shall equal an
amount calculated by multiplying (a) the amount
determined under Section 3 for the full Vesting Period
times (b) a fraction, the numerator of which is the number of
days from the beginning of the Vesting Period to the date of such
termination of employment, and the denominator of which is the
number of days in the 12-month period.
(f)
In the event of a Change of Control of the Company
(as defined in Section 15(c) of the 1999 Stock Plan or
any successor), an Awardee shall receive, at the end of the Vesting
Period, a Stock Award payout that is equivalent to the greater of
the Target Award or the accrued amount of the payout (i.e., the
amount accrued as the expected liability for this Stock Award by
the Company’s corporate finance department); except that,
with respect to any Vesting Period in which such Change of Control
occurs during the first 12 months of the Vesting Period, the payout
for such Vesting Period shall equal an amount calculated by
multiplying (a) the amount determined herein times
(b) a fraction, the numerator of which is the number of days
from the beginning of the Vesting Period to the date of such Change
of Control, and the denominator of which is the number of days in
the 12-month period.
(g)
Payments under Sections 5(b)–(f) shall be
settled no later than the later of (i) the last day of the
calendar year in which the Stock Award vests or (ii) the
fifteenth day of the third month following the vesting of the Stock
Award, unless the recipient is a "specified employee" as provided
below, in which case the terms of Section 5(h) shall
apply.
(h)
For purposes of this Award Agreement, a termination
of employment will be determined consistent with the
rules relating to "separation from service" as defined in
Treasury Regulation Section 1.409A-1(h). Notwithstanding
anything else provided herein, to the extent any payments provided
under this Award Agreement in connection with your termination of
employment constitute deferred compensation subject to
Section 409A of the Internal Revenue Code of 1986, as amended
("Section 409A"), and you are deemed at the time of such
termination of employment to be a "specified employee," (as defined
in T
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