8-KMaterial AgreementsExhibits & Filings

AGILENT TECHNOLOGIES, INC. 8-K Report, Material Agreement (May 3, 2005)

Filed May 3, 2005For Securities:A

Summary

Agilent Technologies, Inc. filed a Form 8-K on May 3, 2005, reporting the appointment of David Cooper as Senior Vice President, Finance, and Treasurer. This filing also details two material definitive agreements entered into with Mr. Cooper: a Change of Control Severance Agreement and an Indemnification Agreement. The Change of Control Agreement outlines specific severance benefits for Mr. Cooper in the event of involuntary termination without cause or voluntary termination for good reason, following a change of control. The Indemnification Agreement ensures the company will indemnify Mr. Cooper to the fullest extent permitted by law for actions taken in his capacity as an officer or employee, including advancing expenses. These agreements are standard for executive appointments and aim to provide financial security and legal protection.

Key Highlights

  • 1David Cooper appointed as Senior Vice President, Finance, and Treasurer.
  • 2Agilent entered into a Change of Control Severance Agreement with David Cooper.
  • 3Severance benefits include 200% of annual base salary and target bonus upon specific change of control scenarios.
  • 4Health coverage continuation (COBRA) for up to 12 months is part of the severance package.
  • 5Vesting of stock options and restricted stock, along with prorated variable pay, is included in severance.
  • 6Long-term performance plan awards become payable upon a change of control for Mr. Cooper.
  • 7An Indemnification Agreement was signed with David Cooper to provide legal protection and expense advancement.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the appointment of David Cooper as Senior Vice President, Finance, and Treasurer, and to disclose material definitive agreements entered into with him, specifically a Change of Control Severance Agreement and an Indemnification Agreement.

The Change of Control Agreement provides Mr. Cooper with significant severance benefits if he is terminated without cause or resigns for good reason within 24 months following a change of control. Benefits include a payment of 200% of his annual base salary and target bonus, 12 months of COBRA premium payments, full vesting of stock options and restricted stock, prorated variable pay, and the immediate payment of long-term performance awards.

The Indemnification Agreement ensures that Agilent Technologies will indemnify David Cooper to the maximum extent permitted by law for any claims arising from his service as an officer or employee. It also includes provisions for advancing expenses related to any such claims and confirms that these indemnification rights are in addition to any other rights he may have.

Yes, Change of Control Severance Agreements and Indemnification Agreements are common for senior executive appointments. They are designed to attract and retain key talent by providing financial security in the event of a change in company ownership or control, and to ensure executives are protected from personal liability related to their corporate duties.