Exhibit 10.5
AGILENT TECHNOLOGIES,
INC.
2009 STOCK PLAN
NON-EMPLOYEE DIRECTOR 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. 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 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.
Transferability of
Option . This
Option may only be transferable or assignable by will or the laws
of descent and distribution or (A) in the case of a transfer
without the payment of any consideration, to any “family
member” as such term is defined in
Section 1(a)(5) of the General Instructions to
Form S-8 under the Securities Act of 1933, as such may be
amended from time to time, and (B) in any transfer described
in clause (ii) of Section 1(a)(5) of the General
Instructions to Form S-8 under the 1933 Act as amended from
time to time, provided that following any such transfer or
assignment the Option will remain subject to substantially the same
terms applicable to the Option while held by the Awardee to whom it
was granted, as modified as the Committee or Board shall determine
appropriate, and as a condition to such transfer the transferee
shall execute an agreement agreeing to be bound by such
terms.
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 Awardee’s death
acquire the right to exercise all or a portion of the
Awardee’s Option. The person so designated must
exercise the Option within the term of the Option as set forth in
the Plan. The person designated to exercise the Option after
the Awardee’s death shall be bound by the provisions of the
Plan.
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 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
that the ultimate liability for all Tax-Related Items legally due
by the Awardee is and remains the Awardee’s responsibility
and that the Company (1) make no representations or
undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of the Option, including the grant,
vesting or exercise of the Option, the subsequent sale of shares of
Common Stock acquired pursuant to such exercise and the receipt of
any dividends; and (2) do not commit to structure the terms of
the grant or any aspect of the Option to reduce or eliminate the
Awardee’s liability for Tax-Related Items.
Prior to the relevant taxable event,
the Awardee shall pay or make adequate arrangements satisfactory to
the Company to satisfy all Tax-Related Items withholding
obligations of the Company. In this regard, the Awardee
authorizes the Company, at its sole discretion to satisfy the
obligations with regard to all applicable Tax-Related Items legally
payable by one or a combination of the following:
(1) withholding from the Awardee’s wages or other cash
compensation paid to the Awardee by the
