Exhibit 10.63
AGILENT TECHNOLOGIES, INC.
LONG-TERM PERFORMANCE PROGRAM
(AMENDED AND RESTATED THROUGH
NOVEMBER 1, 2005)
1.
PURPOSE
The purpose of the Long-Term
Performance Program (“Program”) is to motivate and
reward eligible employees by making a portion of their compensation
dependent on the achievement of certain Objective Business Criteria
related to the performance of Agilent Technologies, Inc. (the
“Company”) and its operating units. This Program is
designed to ensure that the incentives paid hereunder to executive
officers of the Company are deductible under Section 162(m) of
the Internal Revenue Code of 1986, as amended, and the regulations
and interpretations promulgated thereunder (the
“Code”). Accordingly, the material terms of this
Program as to “covered employees” under Code
Section 162(m) are subject to the approval of the
Company’s stockholders pursuant to Code
Section 162(m).
2.
PARTICIPANTS
The participants in this Program
shall be key employees of the Company, as determined by the
Committee.
3.
THE COMMITTEE
The Committee shall consist of at
least two outside directors of the Company that satisfy the
requirements of Code Section 162(m). The Committee shall have
the sole discretion and authority to administer and interpret this
Program in accordance with Code Section 162(m). Unless the
Board provides otherwise, the Compensation Committee of the
Company’s Board of Directors shall be the
Committee.
4.
AMOUNT OF BONUS
A participant’s award, if any,
is based on (i) an individual target set by the Committee in
writing with respect to the Performance Period and (ii) the
Objective Business Criterion or Criteria for the Performance Period
(increased or decreased, in each case in accordance with factors
adopted by the Committee with respect to the Performance Period
that relate to unusual items).
5.
MAXIMUM BONUS
No award in excess of one million
(1,000,000) shares of Company common stock (adjusted for stock
splits and the like under the 1999 Stock Plan) or the cash
equivalent will be paid to any participant with respect to a
Performance Period. The Committee may also reduce an
individual’s bonus calculated under Section 4 in its
sole discretion.
6.
OBJECTIVE BUSINESS
CRITERIA
This Program’s
“Objective Business Criteria” may include one or more
of the following: (a) sales revenu
