AGILENT TECHNOLOGIES, INC.
1999 STOCK PLAN
AWARD AGREEMENT FOR STOCK APPRECIATION RIGHTS
THIS AGREEMENT, dated (“Grant Date”) between Agilent Technologies, Inc., a Delaware corporation (the
“Company”), and , , (the “Awardee”), is entered into as follows:
WHEREAS, the Company has established the Agilent Technologies, Inc. 1999 Stock Plan, as amended and restated
November 18, 2003, (the “Plan”), and a description of the terms and conditions of the Plan is set forth in the U.S. Plan
prospectus (the “Prospectus”). A copy of the Prospectus is available at http://stockoptions.corporate.agilent.com and also on
your Smith Barney website. A copy of the Plan document can be viewed at http://stockoptions.corporate.agilent.com and will
also be made available upon request; and
WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Committee”) or its authorized
delegate(s) determined that the Awardee shall be granted a stock appreciation right (“SAR”) under the Plan as hereinafter set
NOW THEREFORE, the parties hereby agree that the Company grants the Awardee SAR(s) upon the terms and
conditions set forth herein.
This SAR is granted under and pursuant to the Plan and is subject to each and all of the provisions thereof. In the event of
a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms
and conditions of the Plan shall prevail.
The exercise price shall be equal to the Fair Market Value (as defined in the Plan document) of the underlying shares on the
Grant Date. The exercise price shall be per SAR.
This SAR is not transferable by the Awardee except by will or the laws of descent and distribution. During the Awardee’s
lifetime, only the Awardee can exercise this SAR. This SAR may not be transferred, assigned, pledged or hypothecated by