Exhibit 10.6
AGILENT TECHNOLOGIES,
INC.
2009 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. 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
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.
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 .
(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
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
2
determined by the Committee under Section 3
for the full Performance Period; except that, with 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 In Control of the Company (as defined in
Section 18(c) of the 2009 Stock Plan or any successor),
an Awardee shall, at the earlier of the end of the Performance
Period or the termination date of the LTPP, be guaranteed to
receive 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
in 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 in Control, and the denominator
of which is the number of days in the 12-month period.
Section 6.
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 7.
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
