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Exhibit 10.23
AGILENT TECHNOLOGIES, INC.
1999 Stock Plan
Stock Award Agreement ("Award Agreement")
Under The Long-Term Performance Program
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, the Long-Term Performance Program
("LTPP") 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.
Performance Period . This Stock Award shall vest upon
the achievement of Objective Business Criteria (as set forth below)
over a period of three years from the date stated in Section 1
above.
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
Objective Business Criteria set forth under the LTPP 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
Performance 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 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
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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
Performance 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 Performance 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
Performance Period; except that, with respect to any Performance
Period in which such death or termination of employment occurs
during the first 12 months of the Performance Period, the payout
for such Performance Period shall equal an amount calculated by
multiplying (a) the Award determined under Section 3 for
the full Performance Period times (b) a fraction, the
numerator of which is the number of days from the beginning of the
Performance 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 Performance Period shall, at
the end of the Performance Period, be entitled to receive his or
her Long-Term Performance Program payout based on the full amount
of the specified percentage of the Target Award determined by the
Committee under Section 3 for the full Performance Period;
except that, with respect to any Performance Period in which such
retirement occurs during the first 12 months of the Performance
Period, the payout for such Performance Period shall equal an
amount calculated by multiplying (a) the amount
determined under Section 3 for the full Performance
Period times (b) a fraction, the numerator of which is the
number of days from the beginning of the Performance 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 Performance Period shall, at the end of the
Performance Period, be entitled to receive his or her Long-Term
Performance Program payout based on the full amount of the
specified percentage of the Target Award determined by the
Committee under Section 3 for the full Performance Period;
except that, with respect to any Performance Period in which such
demotion occurs during the first 12 months of the Performance
Period, the payout for such Performance Period shall equal an
amount calculated by multiplying (a) the amount
determined under Section 3 for the full Performance
Period times (b) a fraction, the numerator of which is the
number of days from the beginning of the Performance 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 Performance Period under a Workforce Management Program of
the Company or its Subsidiary shall, at the end of the Performance
Period, be entitled to receive his or her Long-Term Performance
Program payout based on the full amount of the specified percentage
of the Target Award determined by the Committee under
Section 3 for the full Performance Period; except that,
with
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respect to any Performance Period in which such termination of
employment occurs during the first 12 months of the Performance
Period, the payout for such Performance Period shall equal an
amount calculated by multiplying (a) the amount
determined under Section 3 for the full Performance
Period times (b) a fraction, the numerator of which is the
number of days from the beginning of the Performance 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
Performance Period, a Long-Term Performance Program 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 LTPP by the Company’s corporate finance department);
except that, with respect to any Performance Period in which such
Change of Control occurs during the first 12 months of the
Performance Period, the payout for such Performance 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 Performance
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 Treasury Regulation Section 1.409A-1(i)), then, to the
extent required by Section&
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