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Exhibit 10.1
SEPARATION AGREEMENT
AND GENERAL RELEASE
This Separation Agreement and General Release (the "Agreement")
is made and entered into between Patrick J. Byrne (hereinafter
referred to as "Byrne") and Agilent Technologies, Inc.
("Agilent"). The purpose of this Agreement is to document
Byrne’s resignation as Senior Vice President of Agilent and
President of the Electronics Measurement Group, effective March 21,
2007 (as documented in Exhibit A to this Agreement), and
Byrne’s termination of employment from Agilent, effective on
or before November 1, 2007, on terms that are satisfactory both to
Agilent and to Byrne. Therefore, Agilent and Byrne agree as
follows:
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written notification of its decision regarding
approval or disapproval of Byrne’s proposed alternative
employment. Agilent shall not unreasonably withhold consent
for Byrne to accept or secure alternative employment, so long as
the proposed alternative employment does not violate
Agilent’s Standards of Business Conduct (including but not
limited to as those Standards apply to employment with an Agilent
competitor, supplier, service provider, customer, and/or
reseller). If approved in writing by Agilent’s Chief
Executive Officer, Byrne’s employment with Agilent may
continue after the acceptance of the proposed alternative
employment.
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(1)
Approved Alternative Employment — if
Agilent agrees in writing that Byrne’s proposed alternative
employment during the Interim Period is permissible as not
violating Agilent’s Standards of Business Conduct,
Byrne’s employment with Agilent pursuant to this Agreement
shall continue until the close of business on November 1, 2007, and
all other provisions of this Agreement shall remain in full force
and effect.
(2)
Disapproved Alternative Employment —
if Agilent informs Byrne that it considers his proposed alternative
employment during the Interim Period to be impermissible as
violating Agilent’s Standards of Business Conduct,
Byrne’s employment with Agilent will terminate immediately on
the date he accepts any such alternative employment, and Byrne will
forfeit the following rights: (i) eligibility for payment of base
salary during the remainder of the Interim Period following the
termination date, as detailed in Paragraph 1(a); and (ii)
eligibility for Pay for Results payments for the second half of FY
07, as detailed in Paragraph 1(c). All other provisions of
this Agreement, including but not limited to Paragraph 1(g)
regarding stock options and Paragraph 1(h) regarding Long Term
Performance Program payments, shall remain in full force and effect
if Byrne’s employment terminates before November 1, 2007
pursuant to this Paragraph.
c.
Pay for Results — If Byrne remains
employed through the last day of the performance period for the
first half of FY 07 (April 30, 2007), he will be eligible to
receive Pay for Results for the first half of FY 07, with a target
payment of 80% of Byrne’s base salary (at the same rate per
annum as his base salary as of March 22, 2007) for the first half
of FY 07. If Byrne remains employed through the last day of
the performance period for the second half of FY 07 (October 31,
2007), he will be eligible to receive Pay for Results for the
second half of FY 07, with a target payment of 80% of Byrne’s
base salary (at the same rate per annum as his base salary as of
March 22, 2007) for the second half of FY 07. Pay for Results
payments are dependent upon the meeting of certain conditions as
set forth in Byrne’s Pay for Results Notification Letter for
each respective fiscal half and applicable plan documents.
Payments, if any, made under the Pay for Results plan will be made
within 90 days of the end of the applicable performance
period.
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d.
Severance Payment — Within 90 days
of the termination of Byrne’s employment, Agilent shall
deliver to Byrne a lump sum payment in the gross amount of Eight
Hundred Twenty Five Thousand Dollars ($825,000.00), inclusive of
any payments otherwise provided for under the Workforce Management
Program, less required withholdings or deductions, representing
eighteen months of Byrne’s base salary (at the same rate per
annum as his base salary as of March 22, 2007).
e.
Workforce Management Program — To
designate Byrne as a participant in Agilent’s Workforce
Management Program with a termination date on or before November 1,
2007. At the time of termination, all benefits and sums
otherwise due will be computed in accordance with Agilent’s
standard procedures and applicable benefit or other plan documents,
except as may otherwise be provided in this Agreement.
Amounts, if any, determined to be due will be mailed to
Byrne’s address as reflected in Agilent’s
records.
f.
Career Counseling Payment — Within
90 days of the termination of Byrne’s employment, Agilent
shall provide to Byrne a lump sum payment in the amount of $25,000,
less required deductions, for career counseling.
g.
Stock Options — Pursuant to the
provisions of Agilent’s Workforce Management Program, on
Byrne’s termination date, all unvested stock options will be
accelerated and will become vested. Byrne will have the
lesser of three months or the expiration date of his options
following the date of termination of his employment to exercise his
options.
h.
Long Term Performance Program —
pursuant to the Workforce Management Program provisions of the Long
Term Performance Program ("LTPP"), if Byrne remains employed at
Agilent through the close of business on November 1, 2007, he shall
be entitled to receive LTPP payouts at the full, un-prorated
amount, for the performance periods of FY05-FY07, FY06-FY08, and
FY07-FY-09, in accordance with existing relevant plan
documents. The target share award (after adjustment for the
Verigy dividend) for each of the above performance periods is as
follows, as is the value of the target award based upon the stock
price on the date the target award was established: (i) for
the performance period ending on October 31, 2007, Byrne was given
a target award of 32,029 shares ($750,000); (ii) for the
performance period ending on October 31, 2008, Byrne was given a
target award of 33,079 shares ($1,000,000); and (iii) for the
performance period ending on October 31, 2009, Byrne was given a
target award of 33,300 shares ($1,100,000). If Byrne’s
employment with Agilent terminates before November 1, 2007,
pursuant to Paragraph 1(b)(ii)(2), Byrne’s eligibility to
receive LTPP payments will be affected as follows: (i) for the
performance period ending on October 31, 2007, Byrne shall not be
eligible to receive any LTPP payment; (ii) for the performance
period ending on October 31, 2008, Byrne shall be eligible to
receive the full, un-prorated LTPP payment; and (iii) for the
performance period ending on October 31, 2009, Byrne shall be
eligible to receive a prorated LTPP payment in accordance with his
termination date and the Workforce Management
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Program terms of the relevant LTPP plan
document. The payouts, if any, will be based on actual
performance measured against the performance criteria for the
relevant performance period. Awards may range from zero to
200%, and will be determined by the Compensation Committee
following the conclusion of the relevant three year performance
periods. The payouts, if any, shall be subject to the terms
and conditions set forth in each of the relevant LTPP plan
documents and shall occur at the times that any awards under the
LTPP are paid to other participants in this program for such
performance periods. Unless otherwise deferred under
Agilent’s deferral programs, any shares distributed will be
distributed in the calendar year following the calendar year in
which the performance period ends.
i.
Except as otherwise stated in this Agreement, Byrne
is entitled to exercise employee benefit conversion privileges upon
the same term
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