Exhibit 10.10
AGILENT TECHNOLOGIES,
INC.
1999 NON-EMPLOYEE DIRECTOR
STOCK PLAN
(Amended and Restated Effective May 15,
2007)
PART I .
PLAN ADMINISTRATION AND ELIGIBILITY
1.
Purpose . The purpose of this 1999 Non-Employee
Director Stock Plan (the “Plan”) of Agilent
Technologies, Inc. (the “Company”) is to encourage
ownership in the Company by outside directors of the Company (each,
a “Non-Employee Director,” or collectively, the
“Non-Employee Directors”) whose continued services are
considered essential to the Company’s continued progress and
thus to provide them with a further incentive to remain as
directors of the Company.
2.
Administration . The Board of Directors (the
“Board”) of the Company or any committee (the
“Committee”) of the Board that will satisfy
Rule 16b-3 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and any regulations promulgated
thereunder, as from time to time in effect, including any successor
rule (“Rule 16b-3”), shall supervise and
administer the Plan. The Committee shall consist solely of
two or more non-employee directors of the Company, who shall be
appointed by the Board. A member of the Board shall be deemed
to be a “non-employee director” only if he or she
satisfies such requirements as the Securities and Exchange
Commission may establish for non-employee directors under
Rule 16b-3. Members of the Board receive no additional
compensation for their services in connection with the
administration of the Plan.
The Board or the
Committee may adopt such rules or guidelines, as it deems
appropriate to implement the Plan. The Board or the Committee
shall determine all questions of interpretation of the Plan or of
any shares issued under it and such determination shall be final
and binding upon all persons having an interest in the Plan.
Any or all powers and discretion vested in the Board or the
Committee under this Plan may be exercised by any subcommittee so
authorized by the Board or the Committee and satisfying the
requirements of Rule 16b-3.
3.
Participation in the Plan . Each member of the Board
who is not an employee of the Company or any of its subsidiaries or
affiliates shall be eligible to receive payment for his or her
Annual Retainer (as defined in Section 12 below) under the
Plan.
4.
Stock Subject to the Plan . The maximum number of
shares of the Company’s $0.01 par value Common Stock
(“Common Stock”) which may be issued under the Plan
shall be One Million (1,000,000). The limitation on the
number of shares that may be issued under the Plan shall be subject
to adjustment as provided in Section 10 of the Plan.
1
If any outstanding
option or grant of Common Stock under the Plan for any reason
expires or is terminated without having been vested or exercised in
full, the shares allocable to the unexercised portion of such
option or the grant of Common Stock shall again become available
for grant pursuant to the Plan.
PART II .
TERMS OF THE PLAN
5.
Term of the Plan . The Plan shall become effective upon the
earlier to occur of its adoption by the Board or its approval by
the stockholders of the Company as described in Section 15 of
the Plan. It shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 11 of the Plan.
6.
Time for Granting Options . No options shall be
granted, and no Deferred Share grant (as provided for in Section
7(c) and 7(d) below) shall be made, after the date on which this
Plan terminates. The applicable terms of this Plan, and any
terms and conditions applicable to the options granted or shares
issued prior to such date, shall survive the termination of the
Plan and continue to apply to such options and shares.
7.
Terms and Conditions .
(a)
Compensation . Except for the Non-Executive Chairman,
each Non-Employee Director’s Annual Retainer shall consist of
an option to purchase shares of Common Stock (an “Option
Payment”) in an amount equivalent to sixty-five thousand
dollars ($65,000.00) and sixty-five thousand dollars ($65,000.00)
payable in cash in four (4) quarterly installments (the “Cash
Payment”). The first installment of the Cash Payment
shall be payable on the later of (i) March 1 of each Plan Year (or
if March 1 is not a trading day the next succeeding trading day),
or (ii) the first trading day following the annual stockholders
meeting (the “Initial Payment Date”). The
subsequent installments shall be payable on the dates that are
three months, six months and nine months after the Initial Payment
Date (or the next succeeding trading day in the event any such date
is not a trading day) (each such subsequent date a
“Subsequent Payment Date” and, together with the
Initial Payment Date, each a “Payment Date”). A
trading day shall be a day on which the NYSE is open for
trading.
In addition,
Non-Employee Directors who serve as the chairperson of a Board
committee shall be entitled to a “Committee Chair
Premium”. Specifically, the chairpersons of both the
Compensation Committee and the Audit and Finance Committee of the
Board, provided they are not the Non-Executive Chairman, shall, on
an annual basis, receive an additional ten thousand dollars
($10,000.00) in cash and the chairperson of all other Board
committees, provided that they are not the Non-Executive Chairman,
shall, on an annual basis, receive an additional five thousand
dollars ($5,000.00) in cash.
The Non-Executive
Chairman shall receive an Annual Retainer that shall consist of an
option to purchase shares of Common Stock (an “Option
Payment”) in an amount equivalent to sixty-five thousand
dollars ($65,000.00) and two hundred sixty
2
thousand dollars
($260,000.00) in cash. The Non-Executive Chairman shall not
be eligible to receive any Committee Chair Premiums.
A Non-Employee
Director who joins the Board of Directors after the start of the
Plan Year shall have his or her Option Payment and Cash Payment
pro-rated based upon the remaining days in the Plan Year that the
director will serve.
(b)
Option Payment . Each option granted under this Plan
shall be a non-statutory option and shall be evidenced by a written
agreement in such form as the Board or Committee shall from time to
time approve, which Agreements shall comply with and be subject to
the following terms and conditions and such additional terms and
conditions as may be determined by the Board or Committee:
(i)
Date of Payment . For each Plan Year, an option
constituting the Option Payment shall be granted in the prior Plan
Year on the date that the Company makes its regular annual grant of
equity awards to employees who are officers of the Company within
the meaning of Section 16 of the Exchange Act; provided, that in
the case of a Non-Employee Director who subsequently ceases to be a
member of the Board of Directors for any reason on or prior a
Vesting Date as provided in Section 7(v) below, except as
provided in Section 7(vi) below, such option shall be
automatically cancelled to the extent not yet exercisable on the
date of such cessation, and the shares that were subject to the
unexercisable portion thereof shall become available for future
grant under the Plan (unless the Plan has terminated).
(ii)
Number of Shares Subject to Option . The number of
shares to be subject to any option granted pursuant to the Plan
shall be an amount necessary to make such option equal in value,
using an option valuation model, as determined by the Board or
Committee, to sixty-five thousand dollars ($65,000). The value of
the option will be calculated by assuming that the value of an
option to purchase one share of Common Stock equals the product of
(i) the Multiplier, as defined below, and (ii) the
average Fair Market Value of a share of Common Stock for the period
described below ending on the date of grant.
The number of shares
represented by an option granted pursuant to the Plan shall be
determined by multiplying the number of shares determined in
Section 7(b)(ii) above by a multiplier determined using an
option
