0001193125-05-056754 Sample Contracts

AMENDED & RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • March 21st, 2005 • Agilent Technologies Inc • Instruments for meas & testing of electricity & elec signals • California

This Change of Control Severance Agreement (the “Agreement”) is entered into as of the 1st day of March, 2005 (the “Effective Date”) between Edward W. Barnholt (“Executive”) and Agilent Technologies, Inc., a Delaware corporation (the “Company”), and shall supersede in its entirety the prior Change of Control Severance Agreement between Executive and the Company dated November 27, 2002, and amended as of April 2, 2004. 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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