8-KMaterial AgreementsExhibits & Filings

AGILENT TECHNOLOGIES, INC. 8-K Report, Material Agreement (Mar 21, 2005)

Filed March 21, 2005For Securities:A

Summary

Agilent Technologies, Inc. filed an 8-K on March 21, 2005, to report on material definitive agreements related to the compensation of its Chairman Emeritus, Edward W. Barnholt. The Compensation Committee of the Board of Directors approved a compensation arrangement for Mr. Barnholt through the end of fiscal year 2005, maintaining his existing annual base salary of $1,000,000 and a target bonus of 130% of base salary. This arrangement also includes provisions for long-term performance program awards to be paid out if performance goals are met. Furthermore, the filing details an Amended and Restated Change of Control Severance Agreement for Mr. Barnholt, effective March 1, 2005. This agreement outlines specific severance benefits that would be triggered if Mr. Barnholt is involuntarily terminated without cause or voluntarily resigns for good reason within 24 months following a change of control. These benefits include continued salary and bonus payments, continued health coverage through COBRA, and the immediate vesting of all outstanding stock options and restricted stock.

Key Highlights

  • 1Agilent Technologies formalized compensation for Chairman Emeritus Edward W. Barnholt through fiscal year 2005.
  • 2Mr. Barnholt's compensation includes a $1,000,000 base salary and a 130% target bonus.
  • 3Long-term performance awards are contingent on achieving specified performance goals.
  • 4An Amended and Restated Change of Control Severance Agreement was approved for Mr. Barnholt.
  • 5Severance benefits are triggered by specific termination events within 24 months of a change of control.
  • 6Benefits include continued salary, bonus, COBRA payments, and accelerated vesting of stock options/restricted stock.
  • 7The Change of Control Agreement also ensures payout of long-term performance awards upon a change of control.

Frequently Asked Questions

Through October 31, 2005, Mr. Barnholt's compensation includes an annual base salary of $1,000,000, a short-term target bonus of 130% of his base salary, and the potential to receive full value of long-term performance program awards if performance goals are achieved.

Severance benefits are payable if Mr. Barnholt is involuntarily terminated without cause, or if he voluntarily terminates his employment for good reason, provided these events occur within 24 months following a change of control of Agilent Technologies.

The severance benefits include the continuation of his current annual base salary and target bonus through October 31, 2005, payment of his COBRA premiums for health coverage through the same date, and the immediate vesting of all outstanding stock options and any restricted stock. Long-term performance plan awards will also become payable upon a change of control.

The agreement is effective as of March 1, 2005.