0001047469-09-010861 Sample Contracts

FORM OF CHANGE OF CONTROL SEVERANCE AGREEMENT (For Specified Executives of the Company (other than Section 16 Officers and the CEO)) (effective after July 14, 2009)
Change of Control Severance Agreement • December 21st, 2009 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals • California

This Change of Control Severance Agreement (the “Agreement”) is entered into this day of , 20 (the “Effective Date”) between (“Executive”) and Agilent Technologies, Inc., a Delaware corporation (the “Company”). This Agreement supersedes and replaces all prior agreements and understandings on the matters set forth herein between Executive and the Company. This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events following a change of control of the ownership of the Company (defined as “Change of Control”).

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AGILENT TECHNOLOGIES, INC.
Stock Award Agreement • December 21st, 2009 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals • Delaware
AGILENT TECHNOLOGIES, INC.
Stock Award Agreement • December 21st, 2009 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals • Delaware
AGILENT TECHNOLOGIES, INC. STOCK OPTION AWARD AGREEMENT FOR NON-U.S. EMPLOYEES
Stock Option Award Agreement • December 21st, 2009 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals • Delaware

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:

AGILENT TECHNOLOGIES, INC. STOCK OPTION AWARD AGREEMENT FOR U.S. EMPLOYEES
Stock Option Award Agreement • December 21st, 2009 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals • Delaware

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:

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