Exhibit 10.6
AGILENT TECHNOLOGIES,
INC.
1999
Stock Plan
Stock
Award Agreement (“Award Agreement”)
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 Stock Award is an unfunded and unsecured promise by the Company
to deliver shares in the future. Capitalized terms used and
not otherwise defined herein are used with the same meanings as in
the Plan.
Section 2.
Vesting Period . So long as Awardee
remains an Awardee Eligible to Vest, the Stock Award shall vest as
to 25% of the shares beginning on the first anniversary of the date
of grant stated in Section 1 above and another 25% on each
subsequent anniversary of the date of grant so that the Stock Award
is fully vested on the fourth anniversary of the date of grant.
Section
3.
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
4.
Termination of Employment or Service .
(a)
Any unvested Stock Award shall be forfeited immediately when the
Awardee ceases to be an Awardee Eligible to Vest, unless the
Awardee ceases to be an Awardee Eligible to Vest due to
Awardee’s death, total and permanent disability, retirement
or participation in the Company’s Workforce Management
Program. 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)
Notwithstanding any provision in the Plan to the contrary, if an
Awardee dies while an Employee, the Stock Award shall immediately
vest in full. The vested portion of the Stock Award shall be
delivered to the executor or administrator of the Awardee’s
estate or, if none, by the person(s) entitled to receive the vested
Stock Award under the Awardee’s will or the laws of descent
or distribution.
(c)
Notwithstanding any provision in the Plan to the contrary, if an
Awardee terminates employment due to total and permanent
disability, due to retirement in accordance with the
Company’s local retirement policy or due to participation in
the Company’s Workforce Management Program, the Stock Award
shall immediately vest in full.
(d)
In the event of a Change of Control of the Company (as defined in
Section 15(c) of the Plan or any successor), the Stock Award shall
vest in full immediately prior to the closing of the
transaction. The foregoing shall not apply where the Stock
Award is assumed, converted or replaced in full by the successor
corporation or a parent or subsidiary of the successor; provided,
however, that in the event of a Change of Control in which one or
more of the successor or a parent or subsidiary of the successor
has issued publicly traded equity securities, the assumption,
conversion, replacement or continuation shall be made by an entity
with publicly traded securities and shall provide that the holders
of such assumed, converted, replaced or continued Stock Awards
shall be able to acquire such publicly traded
securities.
(e)
Sections 12(b), (c), (d) and (e) of the Plan shall not apply to
this Stock Award.
Section
5.
Elections . The vesting of the Stock Award
is subject to the execution by Awardee of a joint election between
the Company and/or the Employer and Awardee (the
“Election”), the form of such Election being formally
approved by HM Revenue & Customs (the “U.K.
Revenue”) and such approval remaining in force to provide for
the shifting of any Secondary Class 1 National Insurance
Contributions (“Employer NICs”) liability arising in
connection with the vesting of the Stock Award from the Company
and/or the Employer to Awardee. By accepting the Stock Award,
Awardee consents and agrees to satisfy any liability for Employer
NICs that may be payable by the Company and/or the Employer in
connection with the vesting of the Stock Award. Awardee
further agrees that the Company and/or the Employer may collect the
Employer NICs from Awardee by any of the means set forth in Section
7 of this Award Agreement. Based on the foregoing, Awardee
agrees to execute an Election with the Company and/or the Employer,
and any other consents or elections required to accomplish the
above, promptly upon request. If Awardee does not enter into
an Election prior to the first vesting date, or if the Election is
revoked at any time by the U.K. Revenue, the Stock Award shall
become null and void without any liability to the Company and/or
the Employer and may not vest and shall lapse with immediate
effect.
Section
6.
Restrictions on Sale of Shares . 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 Employer, within legal
limits, or from proceeds of the sale of shares of Common
Stock. Alternatively, or in addition, if permissible under
local law, the Company
