Exhibit 10.2
AGILENT TECHNOLOGIES,
INC.
1999 NON-EMPLOYEE DIRECTOR STOCK
PLAN
STOCK OPTION AWARD
AGREEMENT
THIS AGREEMENT, dated as of the date
of grant (the “Grant Date”) indicated in your account
maintained by the company providing administrative services in
connection with the Plan (as defined below) (the “External
Administrator”), between Agilent Technologies, Inc., a
Delaware corporation (the “Company”), and you as an
individual who has been granted a stock option pursuant to the
Agilent Technologies, Inc. 1999 Non-Employee Director Stock
Plan (the “Awardee”) is entered into as
follows:
WITNESSETH:
WHEREAS, the Company has established
the Agilent Technologies, Inc. 1999 Non-Employee Director
Stock Plan, as amended and restated effective (the
“Plan”), and a description of the terms and conditions
of the Plan is set forth in the U.S. Plan prospectus (the
“Prospectus”). A copy of each of the Plan
document and Prospectus is available on your External Administrator
website and will also be made available upon request;
and
WHEREAS, the Compensation Committee
of the Board of Directors of the Company (the
“Committee”) or its authorized
delegate(s) determined that the Awardee shall be granted an
option under the Plan as hereinafter set forth;
NOW THEREFORE, the parties hereby
agree that the Company grants the Awardee an option
(“Option”) subject to the terms and conditions set
forth herein and in the Plan to purchase the number of shares of
the Company’s $0.01 par value voting Common Stock indicated
in the Awardee’s External Administrator account, or if this
Agreement is delivered in hardcopy, is set forth here: Grant
Date
;
Option price
$ ;
Number of shares
.
1.
Governing Document
. This Option is granted under
and pursuant to the Plan and is subject to each and all of the
provisions thereof. In the event of a conflict between the
terms and conditions of the Plan and the terms and conditions of
this Award Agreement, the terms and conditions of the Plan shall
prevail. Capitalized terms used and not otherwise defined
herein are used with the same meanings as in the Plan.
2.
Option Price
. The Option price shall be
equal to the Fair Market Value (as defined in the Plan document) of
the underlying shares on the Grant Date, unless otherwise required
by law. The Option price for this grant is indicated in the
Awardee’s External Administrator account.
3.
Non-Transferability of
Option . This
Option is not transferable by the Awardee except by will or the
laws of descent and distribution. During the Awardee’s
lifetime, only the Awardee can exercise this Option. This
Option may not be transferred, assigned, pledged or hypothecated by
the Awardee during his or her lifetime, whether by operation of law
or otherwise, and is not subject to execution, attachment or
similar process.
4.
Vesting . Subject to accelerated vesting upon the
occurrence of certain events as set forth in the Plan, this Option
will vest in whole or in part, in accordance with the following
vesting schedule: This option is exercisable in four 25%
increments with the first vesting date on the date of the annual
shareholders meeting following the Grant Date, provided that the
Director continues as a member of the Board. The second, third and
fourth vesting dates shall be the dates six months, nine months and
one year, respectively, following the Grant Date, provided the
Director continues as a member of the Board of Directors of the
Company on the vesting date.
5.
Term of the Option
. This Option will expire ten
(10) years from the Grant Date, unless sooner terminated,
forfeited, or canceled in accordance with the provisions of the
Plan. This means that the Option must be exercised, if at
all, on or before the expiration date. This expiration date
is indicated in the Awardee’s External Administrator
account. The Awardee is responsible for keeping track of this
date and will not receive any prior notification of the expiration
date from the Company. All rights of the Awardee in this
Option, to the extent that it has not been exercised, shall
terminate effective upon the removal of the Director from the
Agilent Board of Directors for Cause (as defined under Delaware
law).
6.
Exercise of the Option
. Options may be exercised in
any manner permitted by the External Administrator, and will be
subject to such administrator’s fees and procedures.
The Company reserves the right to limit availability of certain
methods of exercise as it deems necessary, including those
limitations set forth in any Appendix to this Award
Agreement.
7.
Death of Awardee
. All rights of the Awardee in
this Option, to the extent that it has not been exercised, shall
terminate upon the death of the Awardee, except as hereinafter
provided. The Awardee may, by written notice to the company,
designate one or more persons, including his or her legal
representative, who shall by reason of the
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