Exhibit 10.8
AGILENT TECHNOLOGIES,
INC.
1999
Stock Plan
Stock
Award Agreement (“Award Agreement”)
Under
The
Long-Term Performance Program
For Awards Granted to
Employees in France
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 Agilent
Technologies, Inc. 1999 Stock Plan (the “Plan”), the
Agilent Technologies, Inc. 1999 Stock Plan for Awards Granted to
Employees in France (the “French RSU Plan”), the
Long-Term Performance Program (the “LTPP”) and the
administrative rules thereunder. Capitalized terms used and
not otherwise defined herein are used with the same meanings as in
the Plan, the French RSU Plan or the LTPP, as applicable.
This Stock Award
is intended to be a grant of French qualified shares which
qualifies for favorable tax and social security contributions
treatment in France under Section L. 225-197-1 to L. 225-197-5 of
the French Commercial Code, as amended.
Section
2.
Performance Period . This Stock Award
shall vest upon the achievement of Objective Business Criteria as
set forth under the LTPP over a period of three years from the date
stated in Section 1 above. In no event shall any portion of
this Stock Award vest prior to the second anniversary of the date
of grant provided 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.
1
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 under the Stock Award
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.
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.
(b)
Notwithstanding any provision in the Plan to the contrary, in the
event of your death while employed by the Company or its French
Subsidiary, on the date of death, your Stock Award shall become
fully vested and transferable to your heirs. Your heirs may
request issuance of the underlying shares within six months of your
death. If your heirs do not request the issuance of the
underlying shares within six months of your death, the Stock Award
will be forfeited.
(c)
An Awardee who terminates employment as a result of becoming
totally and permanently disabled during a Performance Period shall
be eligible to have the Stock Award paid to 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
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 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 termination and
will be prorated on the basis of the percentage of time from the
commencement of the Performance Period to the date of termination
over the full Performance Period and will be based on the amount of
the Target Award.
(d)
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
2
to the date of retirement over
the full Performance Period.
(e)
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. 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.
(f)
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 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.
(g)
In the event of a Change In Control of the Company (as defined in
Section 15(c) of the 1999 Stock Plan or any successor), an Awardee
shall, at the earlier of the end of the
