AGILENT TECHNOLOGIES, INC. 1999 STOCK PLAN

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Exhibit 10.8

AGILENT TECHNOLOGIES, INC.

1999 STOCK PLAN

(Amendment and Restatement, Effective November 14, 2006)

        1.     Purposes of the Plan .    The purpose of this 1999 Stock Plan is to encourage ownership in the Company by key personnel whose long-term employment is considered essential to the Company's continued progress and, thereby, encourage recipients to act in the stockholder's interest and share in the Company's success.

        2.     Definitions .    As used herein, the following definitions shall apply:

        (a)   " Administrator " means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan.

        (b)   " Affiliate " means any entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant ownership interest as determined by the Administrator.

        (c)   " Applicable Laws " means the requirements relating to the administration of stock option plans under U.S. federal and state laws, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable securities laws of any foreign jurisdiction where Awards are, or will be, granted under the Plan.

        (d)   " Award " means a Cash Award, Stock Award, SAR, or Option granted in accordance with the terms of the Plan.

        (e)   " Award Agreement " means a written or electronic agreement between the Company and an Awardee evidencing the terms and conditions of an individual Award. The Award Agreement is subject to the terms and conditions of the Plan.

        (f)    " Awardee " means the holder of an outstanding Award.

        (g)   " Awardee Eligible to Vest " means the holder of an outstanding Award who is a full time or part time employee in active service with the Company or its Subsidiary and who is performing job duties for which he or she is compensated directly by the Company or its Subsidiary, or who is on an approved leave of absence with the Company or its Subsidiary, or who is taking vacation or sick time or otherwise approved flexible time off ("FTO") in accordance with the Company's FTO policy, on the vesting date fixed in the Award Agreement, subject to the exception in Sections 10(c), (d) and (e) below. With the exception of an individual who is on an approved leave of absence with the Company or its Subsidiary, or an individual who is taking FTO, in no event shall an individual be considered an Awardee Eligible to Vest if the individual ceases or has ceased to perform job duties for which he or she is compensated directly by the Company or its Subsidiary. The foregoing shall be true in the event that the individual, prior to ceasing to perform job duties for which he or she is compensated directly by the Company or its Subsidiary, received or provided notice of termination (irrespective of any notice period or similar period prescribed under the laws of a jurisdiction outside the United States) whether such notice of termination or transfer is lawful or unlawful under applicable employment law or is in breach of an employment contract. Continued affiliation or relationship with the Company or its Subsidiary pursuant to a statutory or contractual notice period shall not constitute continuation of an individual's status as an Awardee Eligible to Vest.

        In accordance with the definition above, Status as an Awardee Eligible to Vest will always cease upon termination or transfer of employment with the Company or its Subsidiary except as provided in Sections 10(c), (d) and (e) below.

        (h)   " Board " means the Board of Directors of the Company.

        (i)    " Cash Awards " means cash awards granted pursuant to Section 13 of the Plan.

        (j)    " Code " means the United States Internal Revenue Code of 1986, as amended.

        (k)   " Committee " means a committee of Directors appointed by the Board in accordance with Section 4 of the Plan.

        (l)    " Common Stock " means the common stock of the Company.

        (m)  " Company " means Agilent Technologies, Inc., a Delaware corporation.

        (n)   " Consultant " means any person, including an advisor, engaged by the Company or its Subsidiary to render services to such entity or any person who is an employee, advisor, director or consultant of an Affiliate.

        (o)   " Director " means a member of the Board.

        (p)   " Employee " means a full time or part time employee of the Company or any Subsidiary, including Officers and Directors, who is treated as an employee in the personnel records of the Company or its Subsidiary for the relevant period, but shall exclude individuals who are classified by the Company or its Subsidiary as (A) leased from or otherwise employed by a third party, (B) independent contractors, or (C) intermittent or temporary, even if any such classification is changed retroactively as a result of an audit, litigation or otherwise. An Awardee shall not cease to be an Employee in the case of (i)any leave of absence approved by the Company or its Subsidiary or (ii) transfers between locations of the Company or between the Company and/or any Subsidiary. Neither service as a Director nor payment of a director's fee by the Company shall be sufficient to constitute "employment" by the Company.

        (q)   " Exchange Act " means the Securities Exchange Act of 1934, as amended.

        (r)   " Fair Market Value " means, as of any date, the quoted closing sales price for such Common Stock as of such date (or if no sales were reported on such date, the closing price on the last preceding day a sale was made) as quoted on the stock exchange or a national market system, with the highest trading volume, as reported in such source as the Administrator shall determine.

        (s)   " Grant Date " means the date selected by the Administrator, from time to time, upon which Awards are granted to Participants pursuant to this Plan.

        (t)    " Incentive Stock Option " means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

        (u)   " Nonstatutory Stock Option " means an Option not intended to qualify as an Incentive Stock Option.

        (v)   " Officer " means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

        (w)  " Option " means a conditional opportunity granted pursuant to the Plan to purchase shares of the Company's common stock at some point in the future at a price that is fixed on the date of grant. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options.

        (x)   " Participant " means an Employee, Director or Consultant.

        (y)   " Plan " means this 1999 Stock Plan, as amended and restated effective November 18, 2003.

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        (z)   " Restricted Stock " means shares of Common Stock acquired pursuant to a grant of a Stock Award under Section 12 of the Plan that is subject to certain restrictions as set forth in Section 12 and in the Award Agreement.

        (aa) " Share " means a share of the Common Stock, as adjusted in accordance with Section 15 of the Plan.

        (bb) " SAR " means a stock appreciation right granted pursuant to Section 11 of the Plan.

        (cc) " Stock Awards " means right to purchase or receive Common Stock pursuant to Section 12 of the Plan.

        (dd) " Subsidiary " means a "subsidiary corporation", whether now or hereafter existing, as defined in Section 424(f) of the Code.

        3.     Stock Subject to the Plan .    Subject to the provisions of Section 15 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is 112,800,000 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. Preferred stock may be issued in lieu of Common Stock for Awards.

        If an Award expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were subject thereto, if any, shall become available for future grant or sale under the Plan (unless the Plan has terminated); provided , however, that Shares that have actually been issued under the Plan, whether upon exercise of an Award, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares of Restricted Stock are repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the Plan.

        4.     Administration of the Plan .    

        (a)     Procedure .    

        (i)     Multiple Administrative Bodies .    The Plan may be administered by different Committees with respect to different groups of Participants.

        (ii)    Section 162(m) .    To the extent that the Administrator determines it to be desirable to qualify Awards granted hereunder as "performance-based compensation" within the meaning of Section 162(m) of the Code, the Plan shall be administered with respect to "covered employees" as defined by Section 162(m) of the Code by a Committee of two or more "outside directors".

        (iii)   Rule 16b-3 .    To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3"), the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.

        (iv)   Other Administration .    The Board may delegate to the Executive Committee of the Board (the "Executive Committee") or other officer(s) of the Company the power to approve Awards to Participants who are not (A) subject to Section 16 of the Exchange Act or (B) at the time of such approval, "covered employees" under Section 162(m) of the Code.

        (b)     Powers of the Administrator .    Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion:

        (i)    to select the Participants to whom Awards may be granted hereunder;

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        (ii)   to determine the number of shares of Common Stock to be covered by each Award granted hereunder;

        (iii)  to approve forms of agreement for use under the Plan;

        (iv)  to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when an Award may be exercised (which may or may not be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;

        (v)   to adopt rules and procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Administrator is specifically authorized (A) to adopt the rules and procedures regarding the conversion of local currency, withholding procedures and handling of stock certificates which vary with local requirements, (B) to adopt sub-plans and Plan addenda as the Administrator deems desirable, to accommodate foreign tax laws, regulations and practice;

        (vi)  to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans and Plan addenda;

        (vii) to make all determinations whether an individual is an Awardee Eligible to Vest and when such eligibility ceases;

        (viii) to modify or amend each Award, provided, however, that any such amendment is subject to Section 16(c) of the Plan and may not impair any outstanding Award unless agreed to in writing by the Awardee;

        (ix)  to allow Awardees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Award that number of Shares having a value (as determined solely by the Plan Administrator or its delegate(s)) equal to the amount required to be withheld. The value of the Shares to be withheld shall be determined solely by the Plan Administrator or its delegate(s) on the date that the amount of tax to be withheld is to be determined. All elections by an Awardee to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable;

        (x)   to authorize conversion or substitution under the Plan of any or all outstanding stock options held by Awardees of an entity acquired by the Company (the "Conversion Options"). Any conversion or substitution shall be effective as of the close of the merger or acquisition. The Conversion Options may be Nonstatutory Stock Options or Incentive Stock Options, as determined by the Administrator. Unless otherwise determined by the Administrator at the time of conversion or substitution, all Conversion Options shall have the same terms and conditions as Options generally granted by the Company under the Plan;

        (xi)  to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

        (xii) to delegate day-to-day administration and operation of the Plan and the authority to make administrative decisions and adopt rules and procedures relating to the operation and administration of the Plan to an officer of the Company and his or her delegates;

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        (xiii) to make all other determinations deemed necessary or advisable for administering the Plan and any Award granted hereunder.

        (c)     Effect of Administrator's Decision .    The Administrator's decisions, determinations and interpretations shall be final and binding on all Awardees.

        5.     Eligibility .    Awards may be granted to Participants, provided, however, that Incentive Stock Options may be granted only to Employees.

        6.     Limitations .    

        (a)   Each Option shall be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Awardee during any calendar year (under all plans of the Company and any Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.

        (b)   For purposes of Incentive Stock Options, no leave of absence may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 91st day of such leave an Awardee's employment with the Company shall be deemed terminated for Incentive Stock Option purposes and any Incentive Stock Option held by the Awardee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option three (3) months thereafter.

        (c)   No Participant shall have any claim or right to be granted an Award and the grant of any Award shall not be construed as giving a Participant the right to continue in the employ of or service to the Company, its Subsidiaries or Affiliates. Further, the Company, its Subsidiaries and Affiliates expressly reserve the right, at any time, to dismiss a Participant at any time without liability or any claim under the Plan, except as provided herein or in any Award Agreement entered into hereunder.

        (d)   The following limitations shall apply to grants of Options and SARs:

        (i)    No Participant shall be granted, in any fiscal year of the Company, Options to purchase or SARs for more than 1,000,000 Shares.

        (ii)   In connection with his or her initial service, a Participant may be granted Options to purchase or SARs for up to an additional 1,000,000 Shares that shall not count against the limit set forth in subsection (i) above. The aggregate number of shares underlying Stock Awards granted in any fiscal year to an individual under the Stock Plan may not exceed 2,000,000.

        (iii)  The foregoing limitations shall be adjusted proportionately in connection with any change in the Company's capitalization as described in Section 15.

        (iv)  If an Option or SAR is cancelled in the same fiscal year of the Company in which it was granted (other than in connection with a transaction described in Section 15), the cancelled Option or SAR will be counted against the limits set forth in subsections (i) and (ii) above.

        (v)   SARs to be granted under this Plan shall not exceed 5% of the total shares reserved for issuance under the Plan;

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        (vi)  No more than 10% of the total shares reserved for issuance under the Plan will constitute Restricted Stock granted under this Plan;

        (vii) No more than 20% of the total shares reserved for issuance under the Plan will constitute Nonstatutory Stock Options, with an exercise price less than Fair Market Value on the Grant Date, granted under this Plan; and

        (viii) Nonstatutory Stock Option with an exercise price less than Fair Market Value on the Grant Date shall not be granted to any Officer.

        7.     Term of Plan .    Subject to Section 21 of the Plan, the Plan shall become effective upon its adoption by the Board. It shall continue in effect for a term of ten (10) years unless terminated earlier under Section 16 of the Plan.

        8.     Term of Award .    The term of each Award shall be determined by the Administrator and stated in the Award Agreement. In the case of an Incentive Stock Option, the term shall be ten (10) years from the Grant Date or such shorter term as may be provided in the Award Agreement.

        9.     Option Exercise Price and Consideration .    

        (a)     Exercise Price .    The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator, subject to the following:

        (i)    In the case of an Incentive Stock Option the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the Grant Date.

        (ii)   In the case of a Nonstatutory Stock Option, the per Share exercise price shall be no less than seventy-five per cent (75%) of the Fair Market Value per Share on the Grant Date. In the case of a Nonstatutory Stock Option intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the Grant Date.

        (iii)  Notwithstanding the foregoing, at the Administrator's discretion, Conversion Options (as defined in Section 4(b)(xi)) may be granted with a per Share exercise price of less than 75% of the Fair Market Value per Share on the Grant Date.

        (iv)  Other than in connection with a change in the Company's capitalization (as described in Section 15(a)), Options may not be repriced, replaced, regranted through cancellation or modified without shareholder approval if the effect of such repricing, replacement, regrant or modification would be to reduce the exercise price of such Incentive Stock Options or Nonstatutory Stock Options; provided, however, that the Company may effect a one-time exchange offer to be commenced in the discretion of the Committee no sooner than March 4, 2003 pursuant to which Employees granted Options pursuant to this Plan with an exercise price greater than $25.00 per share shall be given the one-time opportunity to elect to cancel such unexercised Options (the "Cancelled Options"), in exchange for the grant of replacement Options to purchase Shares of Common Stock in accordance with the exchange ratios set out below for each Share underlying the Cancelled Options (the "Replacement Options").

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        Replacement Options shall be granted no less than six months and one day following the cancellation of the Cancelled Options, at a per Share exercise price equal to 100% of the Fair Market Value per Share on the Grant Date, and shall be granted to those who elected to participate, subject to continued employment with the Company. Except in certain countries outside of the United States as determined by the Committee in its sole discretion, each Replacement Option shall have a term equal to the remaining term of the Cancelled Option. Except in certain countries outside of the United States as determined by the Committee in its sole discretion, each Replacement Option shall be scheduled to vest as to 50% of the Shares subject thereto on the first anniversary of the Grant Date and as to the remaining 50% of the Shares subject thereto on the second anniversary of the Grant Date, subject to continued employment with the Company. Notwithstanding the foregoing, the Company's Directors, Named Executive Officers specified in the Company's Proxy Statement for the 2003 Annual Meeting, other Officers and non-U.S. Participants as determined in the sole discretion of the Committee shall not participate in this exchange offer, and this exchange offer will be structured so that the Company avoids incurring compensation charges for financial accounting purposes.

        (b)     Vesting Period and Exercise Dates .    At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions that must be satisfied before the Option may be exercised.

        (c)     Form of Consideration .    The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at the Grant Date. Acceptable forms of consideration may include:

        (i)    cash;

        (ii)   check or wire transfer (denominated in U.S. Dollars);

        (iii)  other Shares which (A) in the case of Shares acquired upon exercise of an Option, have been owned by the Awardee for more than six months on the date of surrender, and (B) have a value (as determined solely by the Plan Administrator or its delegate(s) based upon the NYSE closing price of the underlying shares on the trading day prior to the date of exercise) on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;

        (iv)  consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan;

        (v)   any combination of the foregoing methods of payment; or

        (vi)  such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.

        10.     Exercise of Option .    

        (a)     Procedure for Exercise; Rights as a Shareholder .    Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the respective Award Agreement. An Option shall continue to vest during any authorized leave of absence and such Option may be exercised to the extent vested during such leave, unless otherwise terminated in accordance with its terms. An Option may not be exercised for a fraction of a Share.

        An Option shall be deemed exercised when the Company or its duly authorized agent receives: (i) an executed exercise agreement, where required by the Plan Administrator or its

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delegate(s), (ii) full payment for the Shares with respect to which the related Option is exercised, and (iii) with respect to Nonstatutory Stock Options, payment of all applicable withholding taxes due upon such exercise.

        Shares issued upon exercise of an Option shall be issued in the name of the Awardee or, if requested by the Awardee, in the name of the Awardee and his or her spouse. Until the Shares are issued (as evidenced by the appro