Exhibit 10.1
AGILENT TECHNOLOGIES,
INC.
2009 STOCK PLAN
STOCK OPTION AWARD AGREEMENT FOR
U.S. EMPLOYEES
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. 2009 Stock Plan (the
“Awardee”) is entered into as follows:
WITNESSETH:
WHEREAS, the Company has established
the Agilent Technologies, Inc. 2009 Stock Plan, (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 the Prospectus is
available at http://stockoptions.corporate.agilent.com and also on
your External Administrator website. A copy of the Plan
document can be viewed at http://stockoptions.corporate.agilent.com
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”) 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 subject to the
terms and conditions set forth herein and in the Plan.
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 . So long as the Awardee retains status as
an Awardee Eligible to Vest as such term is defined in the Plan,
this Option will vest in whole or in part, in accordance with the
following vesting schedule: 25% per year for 4 years
.
An Awardee loses status as an
Awardee Eligible to Vest when certain events occur, including but
not limited to, termination of employment with the Company or
transfer of employment from the Company. If an individual
ceases to be an Awardee Eligible to Vest, other than as a result of
circumstances described in Sections 4(a), (b) and
(c) below, the Awardee’s unvested Option shall terminate
immediately. If, for any reason, the Awardee does not
exercise his or her vested Option within the appropriate exercise
period set forth in Section 7 below, the Option shall
automatically terminate, and the underlying shares covered by such
Option shall revert to the Plan.
(a) Disability or
Retirement of Awardee . If the Awardee ceases to be an
Awardee Eligible to Vest as a result of the Awardee’s total
and permanent disability or retirement due to age, in accordance
with the Company’s or its Subsidiary’s retirement
policy, all unvested Options shall immediately vest.
(b)
Death of Awardee . If the Awardee dies while
an Employee, all unvested Options shall immediately
vest.
(c) Voluntary Severance
Incentive Program . If the Awardee ceases to be an
Awardee Eligible to Vest as a result of participation in the
Company’s or its Subsidiary’s voluntary severance
incentive program approved by the Board or Executive Committee, any
unvested Option and/or SAR shall immediately vest.
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.
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 the Appendix to this Award
Agreement.
7.
Termination of
Employment . Any
unvested portion of the Option shall be terminated 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 the
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 the 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.
All rights of the Awardee in this
Option, to the extent that it has vested but has not been
exercised, shall terminate on the earlier of the expiration date or
three (3) months after the Awardee loses status as an Awardee
Eligible to Vest, except where the Awardee loses such status
because of death, retirement or permanent and total disability. In
the event of the Awardee’s death, his or her legal
representative or designated beneficiary shall have the right to
exercise the Awardee’s right under this Option. The
representative or designee must exercise the Option before the
earlier of the expiration date or one (1) year after the death
of the Awardee, and shall be bound by the
2
provisions of the Plan. In
case of retirement or permanent and total disability, the Awardee
retains rights in this Option until the earlier of the expiration
date or three (3) years from the date thereof.
Notwithstanding any provision in the
Plan to the contrary, if an Awardee terminates employment due to
death, 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 Option shall vest in full.
In the event of a Change of Control
of the Company (as defined in Section 18(c) of the Plan
or any successor), the Option shall vest in full immediately prior
to the closing of the transaction. The foregoing shall not
apply where the Option 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 options shall be able to acquire such publicly
traded securities.
8.
Restrictions on Sale of Shares of
Common Stock . The
Company shall not be obligated to issue any shares of Common Stock
pursuant to this Option unless the shares of Common Stock 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.
9.
Responsibility for
Taxes . Regardless
of any action the Company or the 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”), the Awardee acknowledges
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