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Exhibit 4.1
AGILENT TECHNOLOGIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
(EFFECTIVE NOVEMBER 1, 2000)
1. PURPOSE.
The purpose of this Plan is to provide an opportunity for Employees of
Agilent Technologies, Inc. (the "Corporation") and its Designated Subsidiaries,
to purchase Common Stock of the Corporation and thereby to have an additional
incentive to contribute to the prosperity of the Corporation. It is the
intention of the Corporation that the Plan qualifies as an "Employee Stock
Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as
amended.
2. DEFINITIONS.
(a) "BOARD" shall mean the Board of Directors of the Corporation.
(b) "CODE" shall mean the Internal Revenue Code of 1986, of the USA, as
amended. Any reference to a section of the Code herein shall be a reference to
any successor or amended section of the Code.
(c) "COMMITTEE" shall mean the committee appointed by the Board in
accordance with Section 14 of the Plan.
(d) "COMMON STOCK" shall mean the Common Stock of the Corporation, or
any stock into which such Common Stock may be converted.
(e) "COMPENSATION" shall mean an Employee's base cash compensation,
commissions and shift premiums paid on account of personal services rendered by
the Employee to the Corporation or a Designated Subsidiary, but shall exclude
payments for overtime, incentive compensation, incentive payments and bonuses,
with any modifications determined by the Committee. The Committee shall have the
authority to determine and approve all forms of pay to be included in the
definition of Compensation and may change the definition on a prospective basis.
(f) "CORPORATION" shall mean Agilent Technologies, Inc., a Delaware
corporation.
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(g) "DESIGNATED SUBSIDIARY" shall mean a Subsidiary that has been
designated by the Committee as eligible to participate in the Plan with respect
to its Employees.
(h) "EMPLOYEE" shall mean an individual classified as an employee
(within the meaning of Code Section 3401(c) and the regulations thereunder) by
the Corporation or a Designated Subsidiary on the Corporation's or such
Designated Subsidiary's payroll records during the relevant participation
period. Employees shall not include individuals whose customary employment is
for not more than five (5) months in any calendar year or individuals classified
as independent contractors.
(i) "ENTRY DATE" shall mean the first Trading Day of the Offering
Period or, for new Participants, the first Trading Day of their first Purchase
Period.
(j) "FAIR MARKET VALUE" shall be the closing sales price for the Common
Stock (or the closing bid, if no sales were reported) as quoted on the New York
Stock Exchange on the date of determination if that date is a Trading Day, or if
the determination date is not a Trading Day, for the last market Trading Day
prior to the date of determination, as reported in THE WALL STREET JOURNAL or
such other source as the Committee deems reliable.
(k) "OFFERING PERIOD" shall mean the period of twenty-four (24) months
during which an option granted pursuant to the Plan may be exercised, commencing
on the first Trading Day on or after November 1, of every other year and
terminating on the last Trading Day in the period ending twenty-four (24) months
later. The duration and timing of Offering Periods may be changed or modified by
the Committee.
(l) "PARTICIPANT" shall mean a participant in the Plan as described in
Section 5 of the Plan.
(m) "PLAN" shall mean this Employee Stock Purchase Plan.
(n) "PURCHASE DATE" shall mean the last Trading Day of each Purchase
Period.
(o) "PURCHASE PERIOD" shall mean the period of six (6) months
commencing after one Purchase Date and ending with the next Purchase Date,
except that the first Purchase Period shall commence on the Plan's effective
date. Subsequent Purchase Periods, if any, shall run consecutively after the
termination of the preceding Purchase Period.
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(p) "PURCHASE PRICE" shall mean 85% of the Fair Market Value of a share
of Common Stock on the Entry Date or on the Purchase Date, whichever is lower;
provided however, that the Purchase Price may be adjusted by the Committee
pursuant to Section 7.4.
(q) "SHAREHOLDER" shall mean a record holder of shares entitled to vote
shares of Common Stock under the Corporation's by-laws.
(r) "SUBSIDIARY" shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, as described in Code Section 424(f).
(s) "TRADING DAY" shall mean a day on which U.S. national stock
exchanges and the NASDAQ System are open for trading.
3. ELIGIBILITY.
Any Employee regularly employed on a full-time or part-time (20 hours
or more per week on a regular schedule) basis by the Corporation or by any
Designated Subsidiary on an Entry Date shall be eligible to participate in the
Plan with respect to the Purchase Period commencing on such Entry Date, provided
that the Committee may establish administrative rules requiring that employment
commence some minimum period (e.g., one pay period) prior to an Entry Date to be
eligible to participate with respect to the Purchase Period beginning on that
Entry Date. The Committee may also determine that a designated group of highly
compensated Employees are ineligible to participate in the Plan so long as the
excluded category fits within the definition of "highly compensated employee" in
Code Section 414(q). No Employee may participate in the Plan if immediately
after an option is granted the Employee owns or is considered to own (within the
meaning of Code Section 424(d)), shares of stock, including stock which the
Employee may purchase by conversion of convertible securities or under
outstanding options granted by the Corporation, possessing five percent (5%) or
more of the total combined voting power or value of all classes of stock of the
Corporation or of any of its Subsidiaries. All Employees who participate in the
Plan shall have the same rights and privileges under the Plan except for
differences which may be mandated by local law and which are consistent with
Code Section 423(b)(5); provided, however, that Employees participating in a
sub-plan adopted pursuant to Section 15 which is not designed to qualify under
Code section 423 need not have the same rights and privileges as Employees
participating in the Code section 423 Plan. The Board may impose restrictions on
eligibility and participation of Employees who are officers and directors to
facilitate compliance with federal or state securities laws or foreign laws.
4. OFFERING PERIODS.
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The Plan shall be implemented by consecutive Offering Periods with a
new Offering Period commencing on the first Trading Day on or after the date
twenty-four (24) months from the first date of the immediately preceding
Offering Period, or on such other date as the Committee shall determine, and
continuing thereafter for twenty-four (24) months or until terminated pursuant
to Section 13 hereof. The first Offering Period shall commence on November 1,
2000. The Committee shall have the authority to change the duration of Offering
Periods (including the commencement dates thereof) with respect to future
offerings without Shareholder approval if such change is announced at least five
(5) days prior to the scheduled beginning of the first Offering Period to be
affected thereafter.
5. PARTICIPATION.
5.1 An Employee who is eligible to participate in the Plan in
accordance with Section 3 may become a Participant by completing and submitting,
on a date prescribed by the Committee prior to an applicable Entry Date, a
completed payroll deduction authorization and Plan enrollment form provided by
the Corporation or by following an electronic or other enrollment process as
prescribed by the Committee. An eligible Employee may authorize payroll
deductions at the rate of any whole percentage of the Employee's Compensation,
not to exceed ten percent (10%) of the Employee's Compensation. All payroll
deductions may be held by the Corporation and commingled with its other
corporate funds where administratively appropriate. No interest shall be paid or
credited to the Participant with respect to such payroll deductions. The
Corporation shall maintain a separate bookkeeping account for each Participant
under the Plan and the amount of each Participant's payroll deductions shall be
credited to such account. A Participant may not make any additional payments
into such account.
5.2 Under procedures established by the Committee, a Participant may
withdraw from the Plan during a Purchase Period, by completing and filing a new
payroll deduction authorization and Plan enrollment form with the Corporation or
by following electronic or other procedures prescribed by the Committee, prior
to the fifth business day preceding the Purchase Date. If a Participant
withdraws from the Plan during a Purchase Period, his or her accumulated payroll
deductions will be refunded to the Participant without interest. The Committee
may establish rules limiting the frequency with which Participants may withdraw
and re-enroll in the Plan and may impose a waiting period on Participants
wishing to re-enroll following withdrawal.
5.3 A Participant may change his or her rate of payroll deductions at
any time by filing a new payroll deduction authorization and Plan enrollment
form or by following electronic or other procedures prescribed by the Committee.
If a Participant has not followed such procedures to change the rate of payroll
deductions, the rate of payroll deductions shall continue at the originally
elected rate throughout the Purchase Period and future Purchase Periods
(including Purchase Periods of subsequent Offering
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Periods). In accordance with Section 423(b)(8) of the Code, the Committee may
reduce a Participant's payroll deductions to zero percent (0%) at any time
during a Purchase Period.
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6. TERMINATION OF EMPLOYMENT.
In the event any Participant terminates employment with the Corporation
or any of its Designated Subsidiaries for any reason (including death) prior to
the expiration of a Purchase Period, the Participant's participation in the Plan
shall terminate and all amounts credited to the Participant's account shall be
paid to the Participant or, in the case of death, to the Participant's heirs or
estate, without interest. Whether a termination of employment has occurred shall
be determined by the Committee. The Committee may also establish rules regarding
when leaves of absence or changes of employment status will be considered to be
a termination of employment, including rules regarding transfer of employment
among Designated Subsidiaries, Subsidiaries and the Corporation, and the
Committee may establish termination of employment procedures for this Plan which
are independent of similar rules established under other benefit plans of the
Corporation and its Subsidiaries.
7. OFFERING.
7.1 Subject to adjustment as set forth in Section 10, the maximum
number of shares of Common Stock which may be issued pursuant to the Plan shall
be twenty-five (25) million shares plus an annual increase to be added on the
first day of each fiscal year of the Corporation beginning in 2001, equal to one
percent (1%) of the outstanding shares of the Corporation on such date or a
lesser amount determined by the Committee, provided that the maximum number of
shares of Common Stock that may be issued pursuant to the Plan shall be
seventy-five (75) million. If, on a given Purchase Date, the number of shares
with respect to which options are to be exercised exceeds the number of shares
then available under the Plan, the Corporation shall make a pro rata allocation
of the shares remaining available for purchase in as uniform a manner as shall
be practicable and as it shall determine to be equitable.
7.2 Each Purchase Period shall be determined by the Committee. Unless
otherwise determined by the Committee, the Plan will operate with successive six
(6) month Purchase Periods commencing at the beginning of each fiscal year half
(November 1 and May 1). The Committee shall have the power to change the
duration of future Purchase Periods, without Shareholder approval, and without
regard to the expectations of any Participants.
7.3 Each eligible Employee who has elected to participate as provided
in Section 5.1 shall be granted an option to purchase that number of whole
shares of Common Stock (not to exceed 5,000 shares) which may be purchased with
the payroll deductions accumulated on behalf of such Employee during each
Purchase Period at the
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purchase price specified in Section 7.4 below, subject to the additional
limitation that no Employee participating in the Section 423 Plan shall be
granted an option to purchase Common Stock under the Plan at a rate which
exceeds U.S. twenty-five thousand dollars (U.S. $25,000) of the Fair Market
Value of such Common Stock (determined at the time such option is granted) for
each calendar year in which such option is outstanding at any time. The
foregoing sentence shall be interpreted so as to comply with Code Section
423(b)(8).
7.4 The purchase price under each option shall be the lower of: (i) a
percentage (not less than eighty-five percent (85%)) established by the
Committee ("Designated Percentage") of the Fair Market Value of the Common Stock
on the Entry Date on which an option is granted, or (ii) the Designated
Percentage of the Fair Market Value on the Purchase Date on which the Common
Stock is purchased. The Committee may change the Designated Percentage with
respect to any future Offering Period, but not below eighty-five percent (85%),
and the Committee may determine with respect to any prospective Offering Period
that the option price shall be the Designated Percentage of the Fair Market
Value of the Common Stock on the Purchase Date.
8. PURCHASE OF STOCK.
Upon the expiration of each Purchase Period, a Participant's option
shall be exercised automatically for the purchase of that number of whole shares
of Common Stock which the accumulated payroll deductions credited to the
Participant's account at that time shall purchase at the applicable price
specified in Section 7.4. Notwithstanding the foregoing, the Corporation or its
designee may make such provisions and take such action as it deems necessary or
appropriate for the withholding of taxes and/or social insurance which the
Corporation or its Designated Subsidiary is required by law or regulation of any
governmental authority to withhold. Each Participant, however, shall be
responsible for payment of all individual tax liabilities arising under the
Plan.
9. PAYMENT AND DELIVERY.
As soon as practicable after the exercise of an option, the Corporation
shall deliver to the Participant a record of the Common Stock purchased and the
balance of any amount of payroll deductions credited to the Participant's
account not used for the purchase, except as specified below. The Committee may
permit or require that shares be deposited directly with a broker designated by
the Committee or to a designated agent of the Corporation, and the Committee may
utilize electronic or automated methods of share transfer. The Committee may
require that shares be retained with such broker or agent for a designated
period of time and/or may establish other procedures to permit tracking of
disqualifying dispositions of such shares. The Corporation shall retain the
amount of payroll deductions used to purchase Common Stock as full
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payment for the Common Stock and the Common Stock shall then be fully paid and
non-assessable. No Participant shall have any voting, dividend, or other
Shareholder rights with respect to shares subject to any option granted under
the Plan until the shares subject to the option have been purchased and
delivered to the Participant as provided in this Section 9.
10. RECAPITALIZATION.
If after the grant of an option, but prior to the purchase of Common
Stock under the option, there is any increase or decrease in the number of
outstanding shares of Common Stock because of a stock split, stock dividend,
combination or recapitalization of shares subject to options, the number of
shares to be purchased pursuant to an option, the price per share of Common
Stock covered by an option and the maximum number of shares specified in Section
7.1 may be appropriately adjusted by the Board, and the Board shall take any
further actions which, in the exercise of its discretion, may be necessary or
appropriate under the circumstances.
The Board's determinations under this Section 10 shall be conclusive
and binding on all parties.
11. MERGER, LIQUIDATION, OTHER CORPORATION TRANSACTIONS.
In the event of the proposed liquidation or dissolution of the
Corporation, the Offering Period will terminate immediately prior to the
consummation of such proposed transaction, unless otherwise provided by the
Board in its sole discretion, and all outstanding options shall automatically
terminate and the amounts of all payroll deductions will be refunded without
interest to the Participants.
In the event of a proposed sale of all or substantially all of the
assets of the Corporation, or the merger or consolidation of the Corporation
with or into another corporation, then in the sole discretion of the Board, (1)
each option shall be assumed or an equivalent option shall be substituted by the
successor corporation or parent or subsidiary of such successor corporation, (2)
a date established by the Board on or before the date of consummation of such
merger, consolidation or sale shall be treated as a Purchase Date, and all
outstanding options shall be exercised on such date, or (3) all outstanding
options shall terminate and the accumulated payroll deductions will be refunded
without interest to the Participants.
12. TRANSFERABILITY.
Options granted to Participants may not be voluntarily or involuntarily
assigned, transferred, pledged, or otherwise disposed of in any way, and any
attempted assignment, transfer, pledge, or other disposition shall be null and
void and without
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effect. If a Participant in any manner attempts to transfer, assign or otherwise
encumber his or her rights or interests under the Plan, other than as permitted
by the Code, such act shall be treated as an election by the Participant to
discontinue participation in the Plan pursuant to Section 5.2.
13. AMENDMENT OR TERMINATION OF THE PLAN.
13.1 The Plan shall continue until November 1, 2020 unless otherwise
terminated in accordance with Section 13.2.
13.2 The Board may, in its sole discretion, insofar as permitted by
law, terminate or suspend the Plan, or revise or amend it in any respect
whatsoever, except that, without approval of the Shareholders, no such revision
or amendment shall materially increase the number of shares subject to the Plan,
other than an adjustment under Section 10 of the Plan.
14. ADMINISTRATION.
The Board shall appoint a Committee consisting of at least two members
who will serve for such period of time as the Board may specify and whom the
Board may remove at any time. The Committee will have the authority and
responsibility for the day-to-day administration of the Plan, the authority and
responsibility specifically provided in this Plan and any additional duty,
responsibility and authority delegated to the Committee by the Board, which may
include any of the functions assigned to the Board in this Plan. The Committee
may delegate to one or more individuals the day-to-day administration of the
Plan. The Committee shall have full power and authority to promulgate any rules
and regulations which it deems necessary for the proper administration of the
Plan, to interpret the provisions and supervise the administration of the Plan,
to make factual determinations relevant to Plan entitlements and to take all
action in connection with administration of the Plan as it deems necessary or
advisable, consistent with the delegation from the Board. Decisions of the Board
and the Committee shall be final and binding upon all participants. Any decision
reduced to writing and signed by a majority of the members of the Committee
shall be fully effective as if it had been made at a meeting of the Committee
duly held. The Corporation shall pay all expenses incurred in the administration
of the Plan. No Board or Committee member shall be liable for any action or
determination made in good faith with respect to the Plan or any option granted
hereunder.
15. COMMITTEE RULES FOR FOREIGN JURISDICTIONS.
The Committee may adopt rules or procedures relating to the operation
and administration of the Plan to accommodate the specific requirements of local
laws and
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procedures. Without limiting the generality of the foregoing, the Committee is
specifically authorized to adopt rules and procedures regarding handling of
payroll deductions, payment of interest, conversion of local currency, payroll
tax, withholding procedures and handling of stock certificates which vary with
local requirements.
The Committee may also adopt sub-plans applicable to particular
Subsidiaries or locations, which sub-plans may be designed to be outside the
scope of Code section 423. The rules of such sub-plans may take precedence over
other provisions of this Plan, with the exception of Section 7.1, but unless
otherwise superseded by the terms of such sub-plan, the provisions of this Plan
shall govern the operation of such sub-plan.
16. SECURITIES LAWS REQUIREMENTS.
The Corporation shall not be under any obligation to issue Common Stock
upon the exercise of any option unless and until the Corporation has determined
that: (i) it and the Participant have taken all actions required to register the
Common Stock under the Securities Act of 1933, or to perfect an exemption from
the registration requirements thereof; (ii) any applicable listing requirement
of any stock exchange on which the Common Stock is listed has been satisfied;
and (iii) all other applicable provisions of state, federal and applicable
foreign law have been satisfied.
17. GOVERNMENTAL REGULATIONS.
This Plan and the Corporation's obligation to sell and deliver shares
of its stock under the Plan shall be subject to the approval of any governmental
authority required in connection with the Plan or the authorization, issuance,
sale, or delivery of stock hereunder.
18. NO ENLARGEMENT OF EMPLOYEE RIGHTS.
Nothing contained in this Plan shall be deemed to give any Employee the
right to be retained in the employ of the Corporation or any Designated
Subsidiary or to interfere with the right of the Corporation or Designated
Subsidiary to discharge any Employee at any time.
19. GOVERNING LAW.
This Plan shall be governed by Delaware law, without regard to that
State's choice of law rules.
20. EFFECTIVE DATE.
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This Plan shall be effective November 1, 2000, subject to approval of
the Shareholders of the Corporation within 12 months before or after its
adoption by the Board.
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21. REPORTS.
Individual accounts shall be maintained for each Participant in the
Plan. Statements of account shall be given to Participants at least annually,
which statements shall set forth the amounts of payroll deductions, the Purchase
Price, the number of shares purchased and the remaining cash balance, if any.
22. DESIGNATION OF BENEFICIARY FOR OWNED SHARES.
With respect to shares of Common Stock purchased by the Participant
pursuant to the Plan and held in an account maintained by the Corporation or its
assignee on the Participant's behalf, the Participant may be permitted to file a
written designation of beneficiary. The Participant may change such designation
of beneficiary at any time by written notice. Subject to local legal
requirements, in the event of a Participant's death, the Corporation or its
assignee shall deliver such shares of Common Stock to the designated
beneficiary.
Subject to local law, in the event of the death of a Participant and in
the absence of a beneficiary validly designated who is living at the time of
such Participant's death, the Corporation shall deliver such shares of Common
Stock to the executor or administrator of the estate of the Participant, or if
no such executor or administrator has been appointed (to the knowledge of the
Corporation), the Corporation in its sole discretion, may deliver (or cause its
assignee to deliver) such shares of Common Stock to the spouse, dependent or
relative of the Participant, or if no spouse, dependent or relative is known to
the Corporation, then to such other person as the Corporation may determine.
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