Exhibit 10.1
AGILENT TECHNOLOGIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Effective as of November 1, 1999)
The following constitute the provisions of the Employee Stock Purchase Plan
("Plan") of Agilent Technologies, Inc. (hereinafter sometimes referred to as
"Company" or "employer"):
1. Purpose. The Plan is designed to foster continued cordial employee
-------
relations and to encourage maximum participation in Company stock ownership by
its employees and employees of its subsidiaries.
2. Applicability to Participating Subsidiaries. A participating
-------------------------------------------
subsidiary is any subsidiary or affiliated corporation of the Company which
shall be authorized to participate under the Plan pursuant to a resolution of
the Executive Committee or the Board of Directors of the Company and which shall
elect to participate pursuant to a resolution of its own board of directors. In
the event and so long as a subsidiary corporation of the Company is a
participating subsidiary, the term "employees" as used in the Plan shall be
deemed to include the employees of such subsidiary and the term "employer" shall
be deemed to mean such subsidiary corporation as to its participating employees.
3. Eligibility. All regular full-time and regular part-time (20 hours
-----------
or more per week on a regular schedule) employees are eligible to participate.
Eligible employees may commence participation (a) at the beginning of the first
full payroll cycle after they become eligible, or (b) on the first day of any
--
fiscal quarter following the quarter in which they become eligible; provided,
however, that eligible employees of a participating subsidiary may also commence
participation in the month following the date such subsidiary first commences
participation, assuming they would otherwise be eligible to participate in the
Plan. For purposes of this Plan, "employee" means a regular, active employee of
the Company or a participating subsidiary who is treated as an employee in the
personnel records of the Company, but shall exclude individuals classified by
the Company as leased from or otherwise employed by a third party, as
independent contractors, or as intermittent or temporary employees, even if any
such classification is changed retroactively as a result of an audit, litigation
or other event. In the event any employee shall be in an inactive status for any
period during a quarter, he shall not be eligible to make contributions to the
Plan during the period of inactive status. Such employees may continue
participation to the extent they receive eligible earnings in any quarter.
Employees on an approved leave of absence or who are deemed to be on inactive
pay status will not forfeit Company Shares (as defined below) issued pursuant to
the Plan solely on the basis of employment status. Rehired employees will be
treated as new employees for the purpose of eligibility.
4. Joining the Plan. Any eligible employee's participation in the Plan
----------------
shall be effective after he has initiated his enrollment. Enrollment may be made
through such media as the Company shall permit. Participation in the Plan shall
also be effective after an eligible employee completes, signs and returns to the
Company an Employee Stock Purchase Plan Enrollment Agreement form
indicating his acceptance and agreement to the Plan. The enrollment procedures
may vary by country. Participation shall commence at such time following
enrollment as described in Section 3 above.
5. Stock Purchase Price. The stock purchase price ("Purchase Price")
--------------------
will be the lowest of the following:
(a) The average of the daily closing prices for the full quarter;
(b) The average of the daily closing prices for the last five (5)
trading days of the quarter; or
(c) The closing price on the last trading day of the quarter.
All prices shall be based on prices as reported in The Wall Street
Journal or such other source as the Company, in its discretion, shall determine.
6. Employee's Contribution. Except as provided in this Section, each
-----------------------
employee may elect to make contributions under the Plan by payroll deduction of
any amount up to, but not exceeding, 10% of his base earnings, exclusive of all
bonuses, pay for overtime work, and other extra compensation. Salesmen's
commissions and shift differential are considered eligible base earnings.
Certain legally-mandated bonuses paid to employees of participating subsidiaries
may be included in eligible base earnings upon approval of the Executive
Committee or the Board of Directors. Notwithstanding anything to the contrary
contained herein, prior to the time that Hewlett Packard Company ("HP")
distributes the Company's shares held by HP to HP's stockholders (the "Spin-
off"), the payroll deductions under this Plan of an employee who is transferred
from the Company to HP or one of its subsidiaries or affiliates shall be
automatically transferred to HP's Employee Stock Purchase Plan (the "HP ESPP"),
and such payroll deductions shall be treated for all purposes under the HP ESPP
as if they had been originally made thereunder. Similarly, prior to the Spin-
off, the payroll deductions under the HP ESPP of an employee of HP or one of its
subsidiaries or affiliates who is transferred to the Company shall be
automatically transferred to this Plan, and such payroll deductions shall be
treated for all purposes under this Plan as if they had been originally made
hereunder.
Any employee who, in a given calendar year, is unable to participate
in the 401(K) program of the Company's Tax Saving Capital Accumulation Plan or,
prior to the Spin-off, HP's Tax Saving Capital Accumulation Plan (collectively,
"TAXCAP") because the employee has reached the annual maximum salary deferral
level or the annual maximum compensation level set forth in Section 402 or
401(a)(17), respectively, of the Internal Revenue Code of 1986 or successor
statutes, shall be eligible to make contributions for the remainder of that
calendar year of any amount up to but not exceeding 10% of base earnings. A
participant of both TAXCAP and the Plan will be able to contribute up to 5% to
the Plan when he also makes the maximum contribution to TAXCAP (pursuant to
TAXCAP and the policies and procedures applicable thereto). However, if a
participant contributes more than 5% to the Plan, the total of his contributions
to TAXCAP and the Plan cannot exceed 10% of base earnings.
-2-
The amount of each employee's contribution shall be held by the
employer in a special account, and such contributions, free and clear of any
obligation to pay interest thereon, shall be credited to such employee's
individual account as soon as practical after each pay day.
7. Employer's Contribution. Subject to the participation requirements
-----------------------
specified in Section 3, on the last day of each fiscal quarter (the Vesting
Date), the balance of the employee's account will be applied toward the purchase
of the greatest even number of shares of Company common stock at the Purchase
Price. For every two shares of stock purchased by the employee ("Employee
Shares"), the Company will contribute one additional share of stock ("Company
Shares"). The Employee Shares and Company Shares will be subject to the
restrictions described in Section 8. Notwithstanding the foregoing, (a) no
option or other right to acquire Company stock under the Plan shall accrue to
any participating employee prior to the date the Company's initial underwritten
public offering of its common stock (the "IPO") has been declared effective by
the Securities Exchange Commission (the "SEC"), and, (b) if on any Vesting Date,
the IPO has not been declared effective by the SEC, the balance of the
employee's account will be applied towards the purchase of shares of HP common
stock under the HP ESPP, pursuant to the terms and conditions thereof, as if
such account had been established and contributed to under the HP ESPP, rather
than this Plan; provided, however, that if, due to legal, administrative or
other considerations, HP decides not to apply the balance of the employee's
account towards the purchase of shares of HP common stock under the HP ESPP,
such funds shall be promptly refunded to the employee.
8. Issuance of Stock. Company Shares will be issued to each
-----------------
participating employee in accordance with Section 7. Company Shares contributed
to the employee's account may not be sold or transferred by the employee until
after the completion of a two-year period following the share acquisition
quarter's Vesting Date (the "Restriction Period"). Company Shares issued in any
quarter will be automatically forfeited by the employee in the event the
employee (a) sells or transfers any Employee Shares purchased in such quarter
prior to the lapse of the Restriction Period, or (b) terminates employment with
the Company prior to the lapse of the Restriction Period for any reason other
than as set forth in the third paragraph of Section 10. If an employee forfeits
"Company Shares" under the HP ESPP as a result of the Spin-off, the Company may
replace such shares (as well as the value of any dividends to which the employee
would have been entitled prior to the Spin-off with respect to such shares) with
Company Shares under this Plan (the "Replacement Company Shares"). The value of
forfeited "Company Shares" under the HP ESPP and of any dividends in connection
therewith shall be as reasonably determined by the Company. Replacement Company
Shares (a) shall be subject to Restriction Periods commencing with the "Vesting
Dates" of the forfeited "Company Shares" under the HP ESPP, provided that
employment with HP shall be included in measuring the Restriction Periods, and
(b) shall be automatically forfeited by the employee in the event the employee
(i) sells or transfers any "Employee Shares" under the HP ESPP with respect to
which Replacement Company Shares were issued, or (ii) terminates employment with
the Company prior to the lapse of a Restriction Period.
Participating international subsidiaries may elect to have Company
Shares issued with respect to Employee Shares purchased by employees of that
subsidiary at the end of the Restriction Period rather than simultaneously with
the issuance of Employee Shares. Such issuance will be made only with respect to
Employees who, at the termination of the Restricted Period, remain eligible and
who have not sold or transferred the relevant quarter's Employee Shares.
-3-
9. Statement of Ownership. Employee Shares and Company Shares issued to
----------------------
participants pursuant to the Plan will be held in book-entry form and each
employee will receive a Statement of Ownership in lieu of a Stock Certificate.
The Statement of Ownership will show the Employee Shares and Company Shares
credited to the employee's book-entry account. Upon the lapse of each
Restriction Period, an employee may elect to receive stock certificates for the
Company Shares for which the Restriction Period has expired. A certificate
representing Employee Shares may be requested at any time, but the issuance by
the transfer agent of a stock certificate representing Employee Shares prior to
the lapse of the applicable Restriction Period will result in the automatic
forfeiture of all Company Shares for the quarter(s) with respect to which the
Employee Shares were purchased.
A U.S. domestic participant may use the participant's Employee Shares
to secure a loan exclusively from the Hewlett-Packard Employees Federal Credit
Union (the "Credit Union"), provided that the participant is also a member of
the Credit Union. The participant's Company Shares or Replacement Company Shares
may not be used as collateral to secure a loan before the expiration date of the
Restriction Period. Using Employee Shares to secure a loan from the Credit Union
does not constitute a request for the issuance of the participant's stock
certificate and such request will not trigger a forfeiture of any Company
Shares.
10. Termination of Participation. The employee's participation in the
----------------------------
Plan will be terminated when the employee voluntarily elects to withdraw from
the Plan. In this event, all funds accrued in his account shall be promptly
distributed to him and he shall not be eligible to participate in the Plan prior
to the next succeeding quarter. No funds may be withdrawn by an employee from
his account except by termination of participation in the Plan.
Except as set forth in the next paragraph, the employee's
participation in the Plan will be terminated upon the employee's termination of
employment. In this event, all funds accrued in his account shall be promptly
distributed to him and he shall forfeit any Company Shares and Replacement
Company Shares held in the book-entry account that are still subject to the
Restriction Period
In the event an employee participating in the Plan retires because of
age, becomes totally and permanently disabled, dies, terminates employment
pursuant to the Company's Voluntary Severance Incentive program or transfers
between foreign and domestic locations of the Company or its subsidiaries, any
Company Shares and Replacement Company Shares held in the book-entry account
will not be forfeited. In such event, the Restriction Period for such shares
will automatically accelerate and lapse as soon as administratively practicable.
In the event of a divestiture by the Company of a business or subsidiary, the
Company may, in its absolute and sole discretion, provide that the Restriction
Period applicable to the Company Shares and Replacement Company Shares of any
affected employee shall accelerate and lapse.
11. Definition of "Quarter". The term "quarter" as used in the Plan
-----------------------
shall mean a fiscal quarter based on the Company's November 1 - October 31
fiscal year.
12. Administration of the Plan. The Plan shall be administered by such
--------------------------
officers or other employees of the employer as it may from time to time select,
and the persons so selected shall be responsible for the administration of the
Plan and the determination of eligibility status of
-4-
employees. Statements of account will be included in each participating
employee's payroll statement promptly following the Vesting Date, which sets
forth the amounts of the respective contributions, stock purchased and remaining
cash balances, if any. All costs and expenses incurred in administering the Plan
shall be paid by the employer. Notwithstanding anything to the contrary herein,
the administrator may adopt rules or procedures relating to the operation and
administration of the Plan to accommodate the specific requirements of local
laws and procedures. Without limiting the generality of the foregoing, the
administrator may adopt rules and procedures regarding the handling of payroll
deductions, payment of interest, conversion of local currency, payroll tax,
withholding procedures and handling of stock certificates, all of which may vary
with local requirements.
13. Modification and Termination. The Company reserves the sole and
----------------------------
exclusive right, either as to its employees or its subsidiaries, or both, to
terminate this Plan at any time in its entirety or modify the Plan from time to
time by resolution of its Board of Directors. The employer shall promptly give
notice of any modification or termination of the Plan to its employees affected,
and in the event of termination of the Plan as to any employee, shall promptly
distribute to such employee the balance of his account. In the event that this
Plan is terminated in its entirety, the Restriction Period of all shares held in
book-entry accounts on behalf of participating employees will automatically
accelerate and lapse on the date of this Plan's termination; provided, however,
that merely ceasing to accept payroll deductions from employees shall not be
deemed a termination of this Plan.
14. Assignability of Rights. To the extent permitted by law, no rights
-----------------------
of any employee under this Plan shall be assignable by him voluntarily, by
operation of law, or otherwise than by will, or by the laws of descent and
distribution.
15. Applicable Law. The interpretation, performance and enforcement of
--------------
this Plan shall be governed by the laws of the State of Delaware, without giving
effect to that state's choice of law rules.
16. Plan Term. Subject to Section 7, the Plan shall commence November 1,
---------
1999 and shall continue in effect until terminated pursuant to Section 13.
-5-