Common use of Stock Award Acceleration Clause in Contracts

Stock Award Acceleration. Executive’s stock options which are outstanding as of the date of the Termination Event (the “Stock Options”) shall become fully vested upon the occurrence of the Termination Event and exercisable so long as Executive complies with the restrictions and limitations set forth in Article IV. The maximum period of time during which the Stock Options shall remain exercisable, and all other terms and conditions of the Stock Options, shall be as specified in the relevant Stock Option agreements and relevant stock plans under which the Stock Option were granted. The term “Stock Options” shall not include any rights of the Executive under the Company’s employee stock purchase plan. Executive’s restricted stock awards that are outstanding as of the date of the Termination Event (“Restricted Stock”) and that are not subject to performance-based vesting shall become fully vested and free from any contractual rights of the Company to repurchase or otherwise reacquire the Restricted Stock as a result of Executive’s termination of employment. All shares of Restricted Stock which have not yet been delivered to Executive or his designee (whether because subject to joint escrow instructions or otherwise) shall be delivered to Executive or his designee as soon as administratively feasible after the occurrence of a Termination Event. Executive’s restricted stock awards that are subject to performance-based vesting shall be covered by the terms of the applicable award agreement. The treatment of Executive’s other awards, if any, outstanding under the 1999 Stock Plan of the Company, or any successor plan thereto (together the “Stock Plan”), at the time of the Termination Event shall be governed by the respective award agreement. This includes but is not limited to restricted stock units, awards under the long-term performance program, and includes awards made pursuant to the Stock Plan which may be settled in cash.

Stock Award Acceleration. (a) Executive’s stock options which are outstanding and not vested as of the date of the Termination Event (the “Stock Options”) shall become fully vested upon the occurrence and exercisable as of the Termination Event and exercisable Release Deadline so long as Executive complies with the restrictions and limitations set forth in Article IV. The maximum period of time during which the Stock Options shall remain exercisable, and all other terms and conditions of the Stock Options, shall be as specified in the relevant Stock Option agreements and relevant stock plans under which the Stock Option Options were granted. The term “Stock Options” shall not include any rights of the Executive under the Company’s employee stock purchase plan. Effective as of the Release Deadline, Executive’s restricted stock awards (“Restricted Stock”) and restricted stock unit awards (“RSUs”) that are outstanding as of the date of the Termination Event (“Restricted Stock”) and that are not subject to performance-based vesting shall become fully vested and to the extent not previously vested and, in the case of Restricted Stock, free from any contractual rights of the Company to repurchase or otherwise reacquire the Restricted Stock as a result of Executive’s termination of employmentemployment so long as Executive complies with the restrictions and limitations set forth in Article IV. All shares of Restricted Stock or shares underlying RSUs which have not yet been delivered to Executive or his Executive’s designee (whether because subject to joint escrow instructions or otherwise) shall be delivered to Executive or his Executive’s designee as soon as administratively feasible after the occurrence of a Termination Event. Executive’s restricted stock awards the Release Deadline (except that are if an award of RSUs constitutes deferred compensation within the meaning of, and subject to performance-based vesting to, Section 409A of the Code, then the underlying shares shall be covered by delivered at the terms of time or times specified in the applicable award agreementagreement to the extent necessary to avoid the imposition of tax penalties pursuant to Section 409A of the Code). The Except to the extent otherwise provided in Section 3.4(b), the treatment of Executive’s other awards, if any, outstanding under the 1999 2009 Stock Plan of the Company, or any successor plan thereto (together the “Stock Plan”), at the time of the Termination Event Event, including without limitation shares of Restricted Stock and RSUs that are subject to performance-based vesting, performance share awards and performance awards which may be settled in cash, shall be governed by the respective award agreement. This includes but is not limited . (b) Upon a Specified Qualifying Termination and only in the event that the consequences of a Change in Control described in Section 7.5(d) to restricted stock units, awards an award under the longAgilent Technologies, Inc. Long-term Term Performance Program or a successor plan or program (the “LTPP”) are not specifically addressed by the LTPP or award agreement thereunder, in addition to the payments and benefit set forth in Section 3.4(a), Executive shall, in full satisfaction of his or her LTPP Awards (as defined below) and subject to the terms and conditions of this Agreement, be entitled to accelerated vesting of all full value equity-based awards to the extent deemed earned as determined below that (i) were granted under the LTPP, (ii) were outstanding immediately prior to the Change of Control and (iii) remain outstanding and unvested immediately prior to the Specified Qualifying Termination (the “LTPP Awards”) and, for this purpose, each applicable LTPP Award shall be deemed earned based on the greater of (A) the actual level of achievement of the applicable performance programgoals, measured by ending the applicable performance period on the date of the Specified Qualifying Termination, and includes awards made (B) the target level of achievement of the applicable performance goals; provided, that if the Specified Qualifying Termination occurs during the first twelve (12) months of the performance period with respect to an LTPP Award, then the portion of such LTPP Award that shall become vested shall be equal to the product of (1) the full amount of the earned award determined pursuant to this Section 3.4(b) and (2) a fraction, the numerator of which is the number of days from the beginning of the performance period through the date of the Specified Qualifying Termination and the denominator of which is the number of days in such twelve (12) month period. The LTPP Awards shall be settled at the end of the applicable performance period or termination date of the LTPP (except that, if such LTPP Awards constitute deferred compensation within the meaning of, and subject to, Section 409A of the Code, then they shall be settled at the time or times specified in the applicable award agreement if different from the dates specified herein). (c) Notwithstanding the above, if (i) Executive held unvested Stock Options, Restricted Stock, RSUs and LTPP Awards issued under the Stock Plan at the time of a Termination Event which may be settled is an Anticipatory Termination, (ii) such awards are forfeited or expire at or following such Anticipatory Termination, and before the applicable Change of Control, and (iii) such awards would have become vested on Executive’s date of termination on account of such Termination Event had it not been an Anticipatory Termination (such forfeited awards, the “Forfeited Equity”), then Executive shall receive a lump sum amount equal to the value of the Forfeited Equity no later than seven (7) business days after the Release Deadline. For purposes of the preceding sentence, the value of the Forfeited Equity shall equal (i) in cashthe case of RSUs and Restricted Stock, the fair market value, as determined under the terms of the Stock Plan, of the shares as to which the award would have become vested had such Termination Event not been an Anticipatory Termination, determined as of the Change of Control, (ii) in the case of a Stock Option, the fair market value, as determined under the Stock Plan, of the shares as to which the Stock Option would have become vested had such Termination Event not been an Anticipatory Termination, determined as of the Change of Control, less the exercise price of such Stock Option (but in no event less than zero) and (iii) in the case of LTTP Awards, the fair market value as determined under the terms of the Stock Plan, of the shares as to which the award would have become vested and deemed earned had such Termination Event not been an Anticipatory Termination determined as of the Change of Control.

Stock Award Acceleration. Executive’s stock options which are outstanding as of the date of the Termination Event (the “Stock Options”) and that are not subject to performance-based vesting shall become fully vested upon the occurrence of the Termination Event and exercisable so long as Executive complies with the restrictions and limitations set forth in Article IV. The maximum period of time during which the Stock Options shall remain exercisable, and all other terms and conditions of the Stock Options, shall be as specified in the relevant Stock Option agreements and relevant stock plans under which the Stock Option Options were granted. The term “Stock Options” shall not include any rights of the Executive under the Company’s employee stock purchase plan. Executive’s restricted stock awards or restricted stock units awards (“RSUs”) that are outstanding as of the date of the Termination Event (“Restricted Stock”) and that are not subject to performance-based vesting shall become fully vested and and, in the case of restricted stock, free from any contractual rights of the Company to repurchase or otherwise reacquire the Restricted Stock as a result of Executive’s termination of employment. All shares of Restricted Stock or shares underlying RSUs which have not yet been delivered to Executive or his Executive’s designee (whether because subject to joint escrow instructions or otherwise) shall be delivered to Executive or his Executive’s designee as soon as administratively feasible after the occurrence of a Termination Event. Executive’s restricted stock awards that are subject to performance-based vesting shall be covered by the terms of the applicable award agreement. The treatment of Executive’s other awards, if any, outstanding under the 1999 Stock 2014 Equity and Incentive Compensation Plan of the Company, or any successor plan thereto (together the “Stock Plan”), at the time of the Termination Event shall be governed by the respective award agreement. This includes but is not limited Event, including without limitation Stock Options, shares of Restricted Stock and RSUs that are subject to restricted stock unitsperformance-based vesting, performance share awards under the long-term performance program, and includes awards made pursuant to the Stock Plan which may be settled in cash, shall be governed by the applicable award agreement. Notwithstanding the above, if (i) Executive held unvested awards issued under the Stock Plan at the time of a Termination Event which is an Anticipatory Termination, (ii) such awards are forfeited or expire at or following such Anticipatory Termination, and before the applicable Change of Control, and (iii) such awards would have become vested on Executive’s date of termination on account of such Termination Event had it not been an Anticipatory Termination (such forfeited awards, the “Forfeited Equity”), then Executive shall receive a lump sum amount equal to the value of the Forfeited Equity no later than five (5) business days after the Release Deadline. For purposes of the preceding sentence, the value of the Forfeited Equity shall equal to (i) in the case of an award other than Stock Options, the fair market value, as determined under the terms of the Stock Plan, of the shares as to which the award would have become vested had such Termination Event not been an Anticipatory Termination, determined as of the Change of Control, and (ii) in the case of a Stock Option, the fair market value, as determined under the Stock Plan, of the shares as to which the Stock Option would have become vested had such Termination Event not been an Anticipatory Termination, determined as of the Change of Control, less the exercise price of such Stock Option (but in no event less than zero).