8-KMaterial AgreementsExhibits & Filings

AGILENT TECHNOLOGIES, INC. 8-K Report, Material Agreement (Sep 14, 2005)

Filed September 14, 2005For Securities:A

Summary

Agilent Technologies, Inc. (A) filed an 8-K on September 14, 2005, to report the entry into material definitive agreements regarding change of control severance for its executive team. Specifically, the company entered into amended and restated change of control agreements with its President and Chief Executive Officer (CEO) and other named executive officers, effective September 8, 2005. These agreements outline the severance benefits payable to executives in the event of specific scenarios related to a change of control of Agilent, including involuntary termination without cause or constructive termination within a defined period surrounding a change of control. The updated agreements generally mirror the terms of prior agreements, providing substantial severance packages and continued benefits to key personnel to ensure stability during potential transition periods. Investors should note that these agreements are designed to retain and incentivize leadership during times of uncertainty.

Key Highlights

  • 1Agilent Technologies entered into new Change of Control Severance Agreements with its CEO and other Named Executive Officers.
  • 2These agreements supersede previous change of control arrangements.
  • 3Severance benefits are triggered by involuntary termination without cause or constructive termination within a period around a change of control event.
  • 4CEO's severance package includes 300% of annual base salary and target bonus, 18 months of COBRA, and accelerated vesting of equity.
  • 5Other Named Executive Officers' severance package includes 200% of annual base salary and target bonus, 18 months of COBRA, and accelerated vesting of equity.
  • 6Agilent has the option to unilaterally terminate these agreements with 18 months' prior written notice, provided it occurs before the change of control period begins.

Frequently Asked Questions

The primary purpose is to provide financial security and retain key executive talent during potential periods of change or acquisition. These agreements ensure that executives are compensated and incentivized should their employment be terminated under specific circumstances related to a change of control of Agilent.

The CEO's severance benefits are triggered if there is an involuntary termination without cause, or a voluntary resignation due to constructive termination, within a period starting 3 months before and ending 24 months after a change of control. It also covers situations where an acquirer requests termination or constructive termination prior to a change of control.

The CEO receives a severance payment of 300% of their annual base salary and target bonus, while other Named Executive Officers receive 200%. Both groups are eligible for 18 months of COBRA premium continuation and accelerated vesting of stock options and restricted stock.

Yes, Agilent can unilaterally terminate these agreements by providing 18 months' prior written notice to the executive, as long as this termination occurs before the 3-month period preceding a change of control begins.