Exhibit 10.22
U.S. Tax Law Amendment
to
AGILENT TECHNOLOGIES,
INC.
1999 Stock Plan Stock Award
Agreement
Under The Long-Term Performance
Program
This Amendment to
Stock Award Agreement (this “Amendment”) 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”), the Long-Term Performance Program
(“LTPP”) and the administrative
rules thereunder. You have received an LTPP award for
the Company fiscal years of FY07-09 and/or FY08-10, as reflected in
the Company’s records and the website of the Company’s
External Administrator for the Plan. Each of your FY07-09
and/or FY08-10 LTPP awards is subject to an Award Agreement that
has been entered into between you and the Company (each an
“Affected Agreement” and collectively, the
“Affected Agreements”). Capitalized terms used and not
otherwise defined herein are used with the same meanings as in the
Plan and in each Affected Agreement.
The Company and you hereby agree to
amend each of your Affected Agreements as follows, for purposes of
complying with Section 409A of the United States Internal
Revenue Code of 1986, as amended
(“Section 409A”). These changes are designed
to avoid potential tax penalties. Other than as provided below, all
other terms of each Affected Agreement remain unchanged and in full
force and effect.
Section 3 is hereby amended to
add a second sentence which states, “The Stock Award shall be
settled no later than the fifteenth day of the third month
following the later of (i) the last day of the calendar year
in which the Stock Award vests or (ii) the last day of the
Company’s fiscal year in which the Stock Award
vests”. Section 3 is hereby amended and restated
to state in its entirety:
“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,
except as set forth in Section 5. The Stock Award shall
be settled no later than the fifteenth day of the third month
following the later of (i) the last day of the calendar year
in which the Stock Award vests or (ii) the last day of the
Company’s fiscal year in which the Stock Award
vests.”
The title of Section 5 is
hereby amended to add the words “Change of Control” and
is hereby amended and restated to state in its entirety:
“Section 5.
Termination of Employment or
Service; Change of Control .”
Section 5(f) is hereby
amended to change the time period for payout under that
sub-section. The previous
