0001104659-08-023695 Sample Contracts

FORM OF] AGILENT TECHNOLOGIES, INC. AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 10th, 2008 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals • Delaware

This Indemnification Agreement (“Agreement”) is entered into as of April , 2008 by and between Agilent Technologies, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).

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FORM OF CHIEF EXECUTIVE OFFICER AGREEMENT] AMENDED & RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • April 10th, 2008 • 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 , 2008 (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, including but not limited to the Change of Control Severance Agreement dated , 200 (as further amended on , 2004 and on , 2005) 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”).

FORM OF SPECIFIED EXECUTIVE OFFICER AGREEMENT] AMENDED & RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • April 10th, 2008 • 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 , 2008 (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, including but not limited to the Change of Control Severance Agreement dated , 200 (as further amended on , 200 and on , 200 ) 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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