Exhibit 10.9
AGILENT TECHNOLOGIES,
INC.
1999
Stock Plan
Stock
Award Agreement (“Award Agreement”)
Under
The
Long-Term Performance Program
For Awards Granted to
Employees in the United Kingdom
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 (the
“Objective Business Criteria”) as set forth under the
LTPP 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.
Acceptance of Grant . The Awardee may
accept this Stock Award (within 30 days of the date stated in
Section 1 above) by signing and delivering this Award Agreement to
the stock plan administrator.
Section
5.
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
6.
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 6. Except as provided in this Section 6, 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.
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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. With respect to the
Performance Period that commenced November 1, 2003 only, the amount
of the payout will be paid within 180 days of the date of death or
termination and will be prorated on the basis of the percentage of
time from the commencement of the Performance Period to the date of
death or termination over the full Performance Period and will be
based on the amount of the Target Award.
(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. With respect to the Performance Period that commenced
November 1, 2003 only, the payout, if any, will be prorated on the
basis of the percentage of time from the commencement of the
Performance Period to the date of retirement over the full
Performance 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
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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. With respect to
the Performance Periods that commenced November 1, 2003 and
November 1, 2004 only, the payout, if any, will be prorated on the
basis of the percentage of time from the commencement of the
Performance Period to the date of demotion over the full
Performance 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 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. With respect to the Performance Periods that
commenced November 1, 2003 and November 1, 2004 only, an Awardee
who ceases to be employed under a Workforce Management Program of
the Company or its Subsidiary at any time during a Performance
Period, shall not be eligible to receive a payout with respect to
such Performance Periods.
(f)
In the event of a Change In Control of the Company (as defined in
Section 15(c) of the 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); such payout to be prorated, with
respect to Performance Periods commencing prior to November 1,
2006, on the basis of the percentage of time from the commencement
of the Performance Period to the date of the closing of the Change
In Control, and, with respect to Performance Periods commencing on
and after November 1, 2006, on the basis o
