Exhibit 10.3
AGILENT TECHNOLOGIES,
INC.
2009 Stock Plan
Stock Award Agreement
(“Award Agreement”)
For Standard Awards Granted to
Employees
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. 2009 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 Stock Award is an unfunded and unsecured promise by the Company
to deliver shares in the future. Capitalized terms used and
not otherwise defined herein are used with the same meanings as in
the Plan.
Section 2.
Vesting Period . So long as Awardee remains an Awardee
Eligible to Vest, the Stock Award shall vest as to 25% of the
shares beginning on the first anniversary of the date of grant
stated in Section 1 above and another 25% on each subsequent
anniversary of the date of grant so that the Stock Award is fully
vested on the fourth anniversary of the date of grant.
Section 3.
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 4.
Termination of Employment or Service .
(a)
Any unvested Stock Award shall be forfeited immediately when the
Awardee ceases to be an Awardee Eligible to Vest, unless the
Awardee ceases to be an Awardee Eligible to Vest due to
Awardee’s death, total and permanent disability, retirement
or participation in the Company’s Workforce Management
Program. 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)
Notwithstanding any provision in the Plan to the contrary, if an
Awardee dies while an Employee, the Stock Award shall immediately
vest in full. The vested portion of the Stock Award shall be
delivered to the executor or administrator of the
Awardee’s
estate or, if none, by the
person(s) entitled to receive the vested Stock Award under the
Awardee’s will or the laws of descent or
distribution.
(c)
Notwithstanding any provision in the Plan to the contrary, if an
Awardee terminates employment due to total and permanent
disability, due to retirement in accordance with the
Company’s local retirement policy or due to participation in
the Company’s Workforce Management Program, the Stock Award
shall vest in full.
(d)
In the event of a Change of Control of the Company (as defined in
Section 18(c) of the Plan or any successor), the Stock
Award shall vest in full immediately prior to the closing of the
transaction. The foregoing shall not apply where the Stock
Award is assumed, converted or replaced in full by the successor
corporation or a parent or subsidiary of the successor; provided,
however, that in the event of a Change of Control in which one or
more of the successor or a parent or subsidiary of the successor
has issued publicly traded equity securities, the assumption,
conversion, replacement or continuation shall be made by an entity
with publicly traded securities and shall provide that the holders
of such assumed, converted, replaced or continued Stock Awards
shall be able to acquire such publicly traded
securities.
Section 5.
Restrictions on Issuance of Shares of Common Stock
. The Company
shall not be obligated to issue any shares of Common Stock pursuant
to this Stock Award unless the shares are at that time effectively
registered or exempt from registration under the U.S. Securities
Act of 1933, as amended, and, as applicable, local laws.
Section 6.
Responsibility for Taxes . Regardless of any action the Company or
Awardee’s employer (the “Employer”) takes with
respect to any or all income tax, social insurance, payroll tax or
other tax-related withholding (the “Tax-Related
Items”), Awardee acknowledges that the ultimate liability for
all Tax-Related Items legally due by Awardee is and remains
Awardee’s responsibility and that the Company and/or the
Employer (1) make no representations or undertakings regarding
the treatment of any Tax-Related Items in connection with any
aspect of the Stock Award, including the grant and vesting of the
Stock Award, the subsequent sale of shares of Common Stock acquired
pursuant to the Stock Award and the receipt of any dividends or
other distributions, if any; and (2) do not commit to
structure the terms of the grant or any aspect of the Stock Award
to reduce or eliminate Awardee’s liability for Tax-Related
Items.
Awardee authorizes the Company
and/or the Employer to, in the sole discretion of the Company
and/or the Employer, withhold all applicable Tax-Related Items
legally payable by Awardee from Awardee’s wages or other cash
compensation paid to Awardee by the Company and/or the Employer,
within legal limits, or from proceeds of the sale of shares of
Common Stock. Alternatively, or in addition, if permissible
under local law, the Company may in its sole discretion
(1) sell or arrange for the sale of shares of Common Stock
that Awardee acquires to meet the withholding obligation for
Tax-Related Items, and/or (2) withhold in shares of Common
Stock, provided that the Company only withholds the amount of
shares of Common Stock necessary to satisfy the minimum withholding
amount.
Finally, Awardee shall pay to the
Company or the Employer any amount of Tax-Related Items that the
Company or the Employer may be required to withhold as a result of
Awardee’s
2
participation in the Plan or Awardee’s
acquisition of shares of Common Stock that cannot be satisfied by
the means previously described. The Company may refuse to
deliver the shares of Common Stock if Awardee fails to comply with
Awardee’s obligations in connection with the Tax-Related
Items as described in this section.
Section 7.
Adjustment . The number of shares of Common Stock
subject to this Stock Award and the price per share, if any, of
such shares may be adjusted by the Company from time to time
pursuant to the Plan.
Section 8.
Nature of the Award . By accepting this Stock Award, Awardee
acknowledges that:
(1)
the Plan is established voluntarily by the Company, it is
discretionary in nature and it may be modified, amended, suspended
or terminated by the Company at any time, unless otherwise provided
in the Plan and this Award Agreement;
(2)
the grant of the Stock Award is voluntary and occasional and does
not create any contractual or other right to receive future grants
of Stock Award, or benefits in lieu of Stock Awards, even if Stock
Awards have been granted repeatedly in the past;
(3)
all decisions with respect to future Stock Award grants, if any,
will be at the sole discretion of the Company;
(4)
participation in the Plan shall not create a right to further
employment with the Employer and shall not interfere with the
ability of the Employer to terminate Awardee’s employment
relationship at any time;
(5)
participating in the Plan is voluntary;
(6) &n
