<PAGE>
EXHIBIT (d)(3)
[LOGO OF AGILENT TECHNOLOGIES] Agilent Technologies, Inc.
395 Page Mill Road
PO Box 10395, MS A1-07
Palo Alto, California 94303-0870
Agilent Confidential
December 4, 2000
Jeff Boone
101 Parkshore Drive
Folsom, CA 95630
Employee Number: 917940
Dear Jeff:
We are extremely pleased to extend to you an offer of employment with Agilent
Technologies, and look forward to you joining our company. This offer is
contingent upon the successful closing of the proposed acquisition of Objective
Systems Integrators Inc. (OSI) by Agilent Technologies.
You will begin employment at an annual base salary of $200,000 and be
transitioned to Agilent's compensation, benefits, and payroll as soon as is
practical after the closing. In addition, you will be eligible to participate
in Agilent's Results Bonus Program.
We are eager to welcome you as an Agilent employee and want to ensure that you
remain in place to help us pursue our many technical and business challenges.
Therefore, this offer of employment includes an offer of Agilent non-qualified
stock options representing the right to purchase 4,000 shares of Agilent
Technologies common stock. This option will be granted by the Compensation
Committee of Agilent's Board of Directors and will be contingent on the
successful closing of the terms and conditions of OSI by Agilent and your
commencement of employment with Agilent Technologies. The grant date will be
the later of the date the Committee meets to award this option or the date that
you begin employment with Agilent, and the price will be the fair market value
(average of high and low of Agilent stock price) on that date. The option will
vest 25% per year and will be fully vested on the fourth anniversary of the
grant date. The terms and conditions of this grant will be governed by
Agilent's 1999 Stock Plan, which will be provided to you when you receive your
award.
In addition, we will honor your change of control agreement, including the
treatment of your outstanding OSI options. These options will be converted in
price and quantity to an equivalent value of Agilent options at the close date,
and be immediately vested at that time. You will have a minimum of one year to
exercise these converted Agilent options. In addition, if you accept our
employment offer, we will extend the life of these options to the original term
of your OSI options. For example, if one of your original OSI options grants
was to expire in November 2009, your replacement grant of Agilent options will
also expire in November 2009, provided you remain an Agilent employee. This may
potentially give you a much longer time frame in which to exercise or hold your
options, beyond the one year stipulated in your change of control agreement.
You will receive credit for your continuous service with OSI, for additional
Agilent benefits:
. Placement on Agilent's Flexible Time-Off accrual schedule
. Rollover of your unused vacation time into Agilent's FTO plan up to the
Agilent accrual cap.
Your service for all other Agilent Technologies' programs will begin on your
first day of employment with Agilent.
<PAGE>
Your employment with Agilent will be on the terms set forth in this letter and
in accordance with Agilent's standard employment policies. Your acceptance of
this offer will terminate any agreements or understandings, whether written or
verbal, which you may previously have entered into with OSI.
Enclosed with this letter are copies of our Standards of Business Conduct.
Adherence to these policies, as well as all other applicable Agilent policies
and procedures, including subsequent changes, is required of all employees. In
order to accept Agilent Technologies' offer of employment, we require a
completed and signed copy of these documents:
1. Agilent Technologies Application
2. Employment Acceptance Form
3. Agilent 's current Agreement Regarding Confidential Information and
Proprietary Developments
These important documents must be received by Nadine Melanson, no later than
Friday, December 8, 5:00 PM Pacific Standard Time. Should you accept this
offer, your employment will begin as soon as practical after the close of this
acquisition and will be on the terms set forth in this letter and in accordance
with Agilent Technologies' standard employment policies.
Agilent Technologies is committed to providing reasonable accommodations to
employees with disabilities. If you need any services, please discuss them with
Bob Femino, at (781) 258-0060 (cell) or (978) 266-3394 (office). Any
information regarding the acquisition and/or offer is considered confidential
and may only be discussed with your spouse or partner. If you have any
questions regarding this, Bob is again the recommended contact.
Surely you'd like to know a bit about us before you decide to join the team!
Agilent provides solutions and technologies that revolutionize the way people
live and work. Our businesses include Communications, Life Sciences and
Electronics. Please visit our web site to learn more at --http://www.agilent.com
----------------------
I hope you will regard this letter as evidence of Agilent 's strong desire to
have you join us. We sincerely hope you choose to become a part of Agilent
Technologies and look forward to hearing from you soon.
Sincerely,
/s/ Keith Miller
Keith Miller
VP and General Manager
Communications Management Solutions Business Unit
<PAGE>
S1 Employment Acceptance Form
Acquisition
OFIS #0128A
Please type or print in black ink.
--------------------------------------------------------------------------------
Boone, Jeff
--------------------------------------------------------------------------------
EMPLOYMENT ACCEPTANCE FORM
I accept Agilent Technologies' offer of employment as outlined in the offer
letter dated November 30, 2000. I further understand and agree that:
1. As a condition of continued employment, business needs may require that I
relocate, travel, and/or work different shifts, positions, or overtime.
2. Participation in post-employment medical screening may be required. If
medical restrictions cannot be reasonably accommodated, I may not be hired,
or if hired, employment may be terminated.
3. I will comply with Agilent Technologies' Standards of Business Conduct and
Drug-Free Workplace Policy as they may be changed from time to time. I will
sign the enclosed Agreement Regarding Confidential Information and
Proprietary Developments concerning the protection of proprietary
information and the ownership and assignment of ideas, inventions, and
other intellectual property while employed at Agilent Technologies.
4. Any employment is not for a fixed period of time and is terminable at the
will of either Agilent Technologies or me. No contrary representation or
promises have been made to me and no such promise or representation shall
be binding unless in writing and signed by an officer of Agilent
Technologies.
--------------------------------------------------------------------------------
EMPLOYEE SIGNATURE: DATE
--------------------------------------------------------------------------------
In order to promptly add you to Agilent Technologies' payroll and to accurately
calculate and withhold taxes, please complete the following additional
information:
--------------------------------------------------------------------------------
DATE OF BIRTH
--- ---
--------------------------------------------------------------------------------
Resident address (if no permanent address yet, temporary address)
--------------------------------------------------------------------------------
STREET CITY/STATE
--------------------------------------------------------------------------------
COUNTY Agilent Technologies WORK SITE LOCATION (City/State)
--------------------------------------------------------------------------------
Page 1 of 1 The scanned copy of this form in OFIS is the official
document of record. The original 12/5/00
paper copy will be destroyed after the required retention period.
<PAGE>
Agilent Technologies, Inc.
395 Page Mill Road
PO Box 10395, MS A1-07
Palo Alto, California 94303-0870
[LOGO OF AGILENT TECHNOLOGIES]
Agilent Confidential
December 4, 2000
Phil Cardman
101 Parkshore Drive
Folsom, CA 95630
Employee Number: 917937
Dear Phil:
As you know, Agilent Technologies has made a formal proposal to acquire
Objective Systems Integrators, Inc. (OSI). Although a number of your colleagues
who hold other positions within OSI will be offered full-time, regular
employment with Agilent Technologies, our assessment indicates that your
position is not needed on a full-time, regular basis. We do, however, recognize
that your talent and expertise will be important to a successful transition.
Therefore, we are pleased to offer you short-term and conditional employment
with Agilent Technologies for a period not to exceed two months. This offer is
contingent upon the successful closing of the proposed acquisition of OSI by
Agilent Technologies.
The following conditions apply, should you accept this offer:
1. You will begin employment with Agilent Technologies at a monthly base
salary of $20,000 and will be transitioned to Agilent's compensation,
benefits, and payroll as soon as is practical after the closing.
2. Your employment is for a limited time only; you specifically agree that
upon the provision of 2 weeks notice, Agilent may terminate your
employment.
3. You will not be eligible for Agilent's standard workforce balancing
programs at termination.
Your service for all other Agilent Technologies programs will begin on your
first day of employment with Agilent. Other resources are available for you to
learn more about the company, including our redesigned web site at -
http://www.agilent.com. Agilent provides solutions and technologies that
----------------------
revolutionize the way people live and work. Our businesses include
Communications, Life Sciences and Electronics.
Your employment with Agilent will be on the terms set forth in this letter and
in accordance with Agilent's standard employment policies. Your acceptance of
this offer will terminate any agreements or understandings, whether written or
verbal, which you may previously have entered into with OSI.
Enclosed with this letter are copies of our Standards of Business Conduct.
Adherence to these policies, as well as all other applicable Agilent policies
and procedures, including subsequent changes, is required of all employees. In
order to accept Agilent Technologies' offer of conditional employment, we
require a completed and signed copy of these documents:
1. Agilent Technologies Application
2. Employment Acceptance Form
3. Agilent 's current Agreement Regarding Confidential Information and
Proprietary Developments
<PAGE>
These important documents must be received by Nadine Melanson, no later than
Friday, December 8, 5:00 PM Pacific Standard Time. Should you accept this
offer, your employment will begin as soon as practical after the close of this
acquisition and will be on the terms set forth in this letter. Your acceptance
of this conditional offer also indicates your understanding and acceptance of
the specific and conditional terms applicable to your short-time employment with
Agilent Technologies.
Agilent Technologies is committed to providing reasonable accommodations to
employees with disabilities. If you need any services, please discuss them with
Bob Femino, at (781) 258-0060 (cell) or (978) 266-3394 (office). Any
information regarding the acquisition and/or offer is considered confidential
and may only be discussed with your spouse or partner. If you have any
questions regarding this, Bob is again the recommended contact.
We hope you choose to join Agilent Technologies and look forward to hearing from
you soon.
Sincerely,
/s/ Keith Miller
Keith Miller
VP and General Manager
Communications Solutions Business Unit
<PAGE>
S1 Employment Acceptance Form
Acquisition (Transitional)
OFIS #0128T
Please type or print in black ink.
--------------------------------------------------------------------------------
Cardman, Phil
--------------------------------------------------------------------------------
EMPLOYMENT ACCEPTANCE FORM
I accept Agilent Technologies' offer of employment as outlined in the offer
letter dated November 30, 2000. I further understand and agree that:
1. As a condition of continued employment, business needs may require that I
relocate, travel, and/or work different shifts, positions, or overtime.
2. Participation in post-employment medical screening may be required. If
medical restrictions cannot be reasonably accommodated, I may not be
hired, or if hired, employment may be terminated.
3. I will comply with Agilent Technologies' Standards of Business Conduct
and Drug-Free Workplace Policy as they may be changed from time to time.
I will sign the enclosed Agreement Regarding Confidential Information and
Proprietary Developments concerning the protection of proprietary
information and the ownership and assignment of ideas, inventions, and
other intellectual property while employed at Agilent Technologies.
-------------------------------------------------------------------------------
EMPLOYEE SIGNATURE: DATE
-------------------------------------------------------------------------------
In order to promptly add you to Agilent Technologies' payroll and to accurately
calculate and withhold taxes, please complete the following additional
information:
--------------------------------------------------------------------------------
DATE OF BIRTH
--- ---
-------------------------------------------------------------------------------
Resident address (if no permanent address yet, temporary address)
-------------------------------------------------------------------------------
STREET CITY/STATE
-------------------------------------------------------------------------------
COUNTY Agilent Technologies WORK SITE LOCATION (City/State)
-------------------------------------------------------------------------------
The scanned copy of this form in OFIS is the official document of record. The
original paper copy will be destroyed after the required retention period.
Page 1 of 1
<PAGE>
Agilent Technologies, Inc.
395 Page Mill Road
PO Box 10395, MS A1-07
Palo Alto, California 94303-0870
[LOGO OF AGILENT TECHNOLOGIES]
Agilent Confidential
December 4, 2000
Larry Fiore
101 Parkshore Drive
Folsom, CA 95630
Employee Number: 917936
Dear Larry:
As you know, Agilent Technologies has made a formal proposal to acquire
Objective Systems Integrators, Inc. (OSI). Although a number of your colleagues
who hold other positions within OSI will be offered full-time, regular
employment with Agilent Technologies, our assessment indicates that your
position is not needed on a full-time, regular basis. We do, however, recognize
that your talent and expertise will be important to a successful transition.
Therefore, we are pleased to offer you short-term and conditional employment
with Agilent Technologies for a period not to exceed six months. This offer is
contingent upon the successful closing of the proposed acquisition of OSI by
Agilent Technologies.
The following conditions apply, should you accept this offer:
1. You will begin employment with Agilent Technologies at a monthly base
salary of $18,500 and will be transitioned to Agilent's compensation,
benefits, and payroll as soon as is practical after the closing.
2. Your employment is for a limited time only; you specifically agree that
upon the provision of 2 weeks notice, Agilent may terminate your
employment.
3. You will not be eligible for Agilent's standard workforce balancing
programs at termination.
Your service for all other Agilent Technologies programs will begin on your
first day of employment with Agilent. Other resources are available for you to
learn more about the company, including our redesigned web site at --
http://www.agilent.com. Agilent provides solutions and technologies that
----------------------
revolutionize the way people live and work. Our businesses include
Communications, Life Sciences and Electronics.
Your employment with Agilent will be on the terms set forth in this letter and
in accordance with Agilent's standard employment policies. Your acceptance of
this offer will terminate any agreements or understandings, whether written or
verbal, which you may previously have entered into with OSI.
Enclosed with this letter are copies of our Standards of Business Conduct.
Adherence to these policies, as well as all other applicable Agilent policies
and procedures, including subsequent changes, is required of all employees. In
order to accept Agilent Technologies' offer of conditional employment, we
require a completed and signed copy of these documents:
1. Agilent Technologies Application
2. Employment Acceptance Form
3. Agilent 's current Agreement Regarding Confidential Information and
Proprietary Developments
<PAGE>
These important documents must be received by Nadine Melanson, no later than
Friday, December 8, 5:00 PM Pacific Standard Time. Should you accept this
offer, your employment will begin as soon as practical after the close of this
acquisition and will be on the terms set forth in this letter. Your acceptance
of this conditional offer also indicates your understanding and acceptance of
the specific and conditional terms applicable to your short-time employment with
Agilent Technologies.
We will support you in looking at full-time employment opportunities within
Agilent Technologies. You will have access to the Job Searcher database, which
houses all internal and external Agilent openings. Furthermore, we will have
resources available if you need assistance in writing a resume and preparing for
your job search. Feel free to visit the external employment site now, at --
http://jobs.agilent.com.
-----------------------
Agilent Technologies is committed to providing reasonable accommodations to
employees with disabilities. If you need any services, please discuss them with
Bob Femino, at (781) 258-0060 (cell) or (978) 266-3394 (office). Any
information regarding the acquisition and/or offer is considered confidential
and may only be discussed with your spouse or partner. If you have any
questions regarding this, Bob is again the recommended contact.
We hope you choose to join Agilent Technologies and look forward to hearing from
you soon.
Sincerely,
/s/ Keith Miller
Keith Miller
VP and General Manager
Communications Management Solutions Business Unit
<PAGE>
S1 Employment Acceptance Form
Acquisition (Transitional)
OFIS #0128T
Please type or print in black ink.
--------------------------------------------------------------------------
Fiore, Larry
--------------------------------------------------------------------------
EMPLOYMENT ACCEPTANCE FORM
I accept Agilent Technologies' offer of employment as outlined in the offer
letter dated November 30, 2000. I further understand and agree that:
1. As a condition of continued employment, business needs may require that I
relocate, travel, and/or work different shifts, positions, or overtime.
2. Participation in post-employment medical screening may be required. If
medical restrictions cannot be reasonably accommodated, I may not be hired,
or if hired, employment may be terminated.
3. I will comply with Agilent Technologies' Standards of Business Conduct and
Drug-Free Workplace Policy as they may be changed from time to time. I will
sign the enclosed Agreement Regarding Confidential Information and
Proprietary Developments concerning the protection of proprietary
information and the ownership and assignment of ideas, inventions, and
other intellectual property while employed at Agilent Technologies.
--------------------------------------------------------------------------------
EMPLOYEE SIGNATURE: DATE
--------------------------------------------------------------------------------
In order to promptly add you to Agilent Technologies' payroll and to accurately
calculate and withhold taxes, please complete the following additional
information:
--------------------------------------------------------------------------------
DATE OF BIRTH
--- ---
--------------------------------------------------------------------------------
Resident address (if no permanent address yet, temporary address)
<TABLE>
<CAPTION>
<S> <C>
--------------------------------------------------------------------------------
STREET CITY/STATE
-------------------------------------------------------------------------------------------------------------
COUNTY Agilent Technologies WORK SITE LOCATION (City/State)
-------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
Page 1 of 1 The scanned copy of this form in OFIS is the official document of record. The original 12/5/00
paper copy will be destroyed after the required retention period.
</TABLE>
<PAGE>
[LOGO OF AGILENT TECHNOLOGIES] Agilent Technologies, Inc.
395 Page Mill Road
PO Box 10395, MS A1-07
Palo Alto, California 94303-0870
Agilent Confidential
December 4, 2000
Roger Hosier
101 Parkshore Drive
Folsom, CA 95630
Employee Number: 917941
Dear Roger:
We are extremely pleased to extend to you an offer of employment with Agilent
Technologies, and look forward to you joining our company. This offer is
contingent upon the successful closing of the proposed acquisition of Objective
Systems Integrators Inc. (OSI) by Agilent Technologies.
You will begin employment at an annual base salary of $170,000 and be
transitioned to Agilent's compensation, benefits, and payroll as soon as is
practical after the closing. In addition, you will be eligible to participate
in Agilent's Results Bonus Program.
We are eager to welcome you as an Agilent employee and want to ensure that you
remain in place to help us pursue our many technical and business challenges.
Therefore, this offer of employment includes an offer of Agilent non-qualified
stock options representing the right to purchase 3,000 shares of Agilent
Technologies common stock. This option will be granted by the Compensation
Committee of Agilent's Board of Directors and will be contingent on the
successful closing of the terms and conditions of OSI by Agilent and your
commencement of employment with Agilent Technologies. The grant date will be
the later of the date the Committee meets to award this option or the date that
you begin employment with Agilent, and the price will be the fair market value
(average of high and low of Agilent stock price) on that date. The option will
vest 25% per year and will be fully vested on the fourth anniversary of the
grant date. The terms and conditions of this grant will be governed by
Agilent's 1999 Stock Plan, which will be provided to you when you receive your
award.
In addition, we will honor your change of control agreement, including the
treatment of your outstanding OSI options. These options will be converted in
price and quantity to an equivalent value of Agilent options at the close date,
and be immediately vested at that time. You will have a minimum of one year to
exercise these converted Agilent options. In addition, if you accept our
employment offer, we will extend the life of these options to the original term
of your OSI options. For example, if one of your original OSI options grants
was to expire in November 2009, your replacement grant of Agilent options will
also expire in November 2009, provided you remain an Agilent employee. This may
potentially give you a much longer time frame in which to exercise or hold your
options, beyond the one year stipulated in your change of control agreement.
You will receive credit for your continuous service with OSI, for additional
Agilent benefits:
. Placement on Agilent's Flexible Time-Off accrual schedule
. Rollover of your unused vacation time into Agilent's FTO plan up to the
Agilent accrual cap.
Your service for all other Agilent Technologies' programs will begin on your
first day of employment with Agilent.
<PAGE>
Your employment with Agilent will be on the terms set forth in this letter and
in accordance with Agilent's standard employment policies. Your acceptance of
this offer will terminate any agreements or understandings, whether written or
verbal, which you may previously have entered into with OSI.
Enclosed with this letter are copies of our Standards of Business Conduct.
Adherence to these policies, as well as all other applicable Agilent policies
and procedures, including subsequent changes, is required of all employees. In
order to accept Agilent Technologies' offer of employment, we require a
completed and signed copy of these documents:
1. Agilent Technologies Application
2. Employment Acceptance Form
3. Agilent 's current Agreement Regarding Confidential Information and
Proprietary Developments
These important documents must be received by Nadine Melanson, no later than
Friday, December 8, 5:00 PM Pacific Standard Time. Should you accept this
offer, your employment will begin as soon as practical after the close of this
acquisition and will be on the terms set forth in this letter and in accordance
with Agilent Technologies' standard employment policies.
Agilent Technologies is committed to providing reasonable accommodations to
employees with disabilities. If you need any services, please discuss them with
Bob Femino, at (781) 258-0060 (cell) or (978) 266-3394 (office). Any
information regarding the acquisition and/or offer is considered confidential
and may only be discussed with your spouse or partner. If you have any
questions regarding this, Bob is again the recommended contact.
Surely you'd like to know a bit about us before you decide to join the team!
Agilent provides solutions and technologies that revolutionize the way people
live and work. Our businesses include Communications, Life Sciences and
Electronics. Please visit our web site to learn more at --
http://www.agilent.com
----------------------
I hope you will regard this letter as evidence of Agilent 's strong desire to
have you join us. We sincerely hope you choose to become a part of Agilent
Technologies and look forward to hearing from you soon.
Sincerely,
/s/ Keith Miller
Keith Miller
VP and General Manager
Communications Management Solutions Business Unit
<PAGE>
S1 Employment Acceptance
Form Acquisition
OFIS #0128A
Please type or print in black ink.
--------------------------------------------------------------------------------
Hosier, Roger
--------------------------------------------------------------------------------
EMPLOYMENT ACCEPTANCE FORM
I accept Agilent Technologies' offer of employment as outlined in the offer
letter dated November 30, 2000. I further understand and agree that:
1. As a condition of continued employment, business needs may require that I
relocate, travel, and/or work different shifts, positions, or overtime.
2. Participation in post-employment medical screening may be required. If
medical restrictions cannot be reasonably accommodated, I may not be hired,
or if hired, employment may be terminated.
3. I will comply with Agilent Technologies' Standards of Business Conduct and
Drug-Free Workplace Policy as they may be changed from time to time. I will
sign the enclosed Agreement Regarding Confidential Information and
Proprietary Developments concerning the protection of proprietary
information and the ownership and assignment of ideas, inventions, and
other intellectual property while employed at Agilent Technologies.
4. Any employment is not for a fixed period of time and is terminable at the
will of either Agilent Technologies or me. No contrary representation or
promises have been made to me and no such promise or representation shall
be binding unless in writing and signed by an officer of Agilent
Technologies.
--------------------------------------------------------------------------------
EMPLOYEE SIGNATURE: DATE
--------------------------------------------------------------------------------
In order to promptly add you to Agilent Technologies' payroll and to accurately
calculate and withhold taxes, please complete the following additional
information:
--------------------------------------------------------------------------------
DATE OF BIRTH
--- ---
-------------------------------------------------------------------------------
Resident address (if no permanent address yet, temporary address)
--------------------------------------------------------------------------------
STREET CITY/STATE
--------------------------------------------------------------------------------
COUNTY Agilent Technologies WORK SITE LOCATION (City/State)
--------------------------------------------------------------------------------
Page 1 of 1 The scanned copy of this form in OFIS is the official
document of record. The original 12/5/00
paper copy will be destroyed after the required retention period.
<PAGE>
Agilent Technologies, Inc.
395 Page Mill Road
PO Box 10395, MS A1-07
Palo Alto, California 94303-0870
[LOGO OF AGILENT TECHNOLOGIES]
Agilent Confidential
December 4, 2000
Bud Mullanix
101 Parkshore Drive
Folsom, CA 95630
Employee Number: 00009890
Dear Bud:
We are extremely pleased to extend you an offer of employment with Agilent
Technologies, and look forward to you joining our company. This offer is
contingent upon the successful closing of the proposed acquisition of Objective
Systems Integrators Inc. (OSI) by Agilent Technologies.
Once you embark on this new endeavor with Agilent, you will begin employment at
an annual base salary of $150,000 and be transitioned to Agilent's
compensation, benefits, and payroll as soon as is practical after the closing.
This offer includes Agilent's executive level benefits including life insurance
and supplemental disability insurance. In addition, you will be eligible to
receive a target bonus opportunity of 25% under Agilent's Pay for Results
program.
We are eager to welcome you as an Agilent employee and want to ensure that you
remain in place to help us pursue our many technical and business challenges.
Therefore, this offer of employment includes an offer of Agilent non-qualified
stock options representing the right to purchase 3,000 shares of Agilent
Technologies common stock. This option will be granted by the Compensation
Committee of Agilent's Board of Directors and will be contingent on the
successful closing of the terms and conditions of OSI by Agilent and your
commencement of employment with Agilent Technologies. The grant date will be
the later of the date the Committee meets to award this option or the date that
you begin employment with Agilent, and the price will be the fair market value
(average of high and low of Agilent stock price) on that date. The option will
vest 25% per year and will be fully vested on the fourth anniversary of the
grant date. The terms and conditions of this grant will be governed by
Agilent's 1999 Stock Plan, which will be provided to you when you receive your
award.
In addition, we will honor your change of control agreement, including the
treatment of your outstanding OSI options. These options will be converted in
price and quantity to an equivalent value of Agilent options at the close date,
and be immediately vested at that time. You will have a minimum of one year to
exercise these converted Agilent options. In addition, if you accept our
employment offer, we will extend the life of these options to the original term
of your OSI options. For example, if one of your original OSI options grants
was to expire in November 2009, your replacement grant of Agilent options will
also expire in November 2009, provided you remain an Agilent employee. This may
potentially give you a much longer time frame in which to exercise or hold your
options, beyond the one year stipulated in your change of control agreement.
You will receive credit for your continuous service with OSI, for additional
Agilent benefits:
. Placement on Agilent's Flexible Time-Off accrual schedule
. Rollover of your unused vacation time into Agilent's FTO plan up to the
Agilent accrual cap.
Your service for all other Agilent Technologies' programs will begin on your
first day of employment with Agilent.
<PAGE>
Your employment with Agilent will be on the terms set forth in this letter and
in accordance with Agilent's standard employment policies. Your acceptance of
this offer will terminate any agreements or understandings, whether written or
verbal, which you may previously have entered into with OSI.
Enclosed with this letter are copies of our Standards of Business Conduct.
Adherence to these policies, as well as all other applicable Agilent policies
and procedures, including subsequent changes, is required of all employees. In
order to accept Agilent Technologies' offer of employment, we require a
completed and signed copy of these documents:
1. Agilent Technologies Application
2. Employment Acceptance Form
3. Agilent 's current Agreement Regarding Confidential Information and
Proprietary Developments
These important documents must be received by Nadine Melanson, no later than
Friday, December 8, 5:00 PM Pacific Standard Time. Should you accept this
offer, your employment will begin as soon as practical after the close of this
acquisition and will be on the terms set forth in this letter and in accordance
with Agilent Technologies' standard employment policies.
Agilent Technologies is committed to providing reasonable accommodations to
employees with disabilities. If you need any services, please discuss them with
Bob Femino, at (781) 258-0060 (cell) or (978) 266-3394 (office). Any
information regarding the acquisition and/or offer is considered confidential
and may only be discussed with your spouse or partner. If you have any
questions regarding this, Bob is again the recommended contact.
Surely you'd like to know a bit about us before you decide to join the team!
Agilent provides solutions and technologies that revolutionize the way people
live and work. Our businesses include Communications, Life Sciences and
Electronics. Please visit our web site to learn more at --
http://www.agilent.com
----------------------
I hope you will regard this letter as evidence of Agilent 's strong desire to
have you join us. We sincerely hope you choose to become a part of Agilent
Technologies and look forward to hearing from you soon.
Sincerely,
/s/ Keith Miller
Keith Miller
VP and General Manager
Communication Management Solutions Business Unit
<PAGE>
S1 Employment Acceptance Form
Acquisition
OFIS #0128A
Please type or print in black ink.
-------------------------------------------------------------------------------
Mullanix, Bud
-------------------------------------------------------------------------------
EMPLOYMENT ACCEPTANCE FORM
I accept Agilent Technologies' offer of employment as outlined in the offer
letter dated November 30, 2000. I further understand and agree that:
1. As a condition of continued employment, business needs may require that I
relocate, travel, and/or work different shifts, positions, or overtime.
2. Participation in post-employment medical screening may be required. If
not be reasonably accommodated, I may not be
hired, or if hired, employment may be terminated.
3. I will comply with Agilent Technologies' Standards of Business Conduct
and Drug-Free Workplace Policy as they may be changed from time to time.
I will sign the enclosed Agreement Regarding Confidential Information
and Proprietary Developments concerning the protection of proprietary
information and the ownership and assignment of ideas, inventions, and
other intellectual property while employed at Agilent Technologies.
4. Any employment is not for a fixed period of time and is terminable at
the will of either Agilent Technologies or me. No contrary
representation or promises have been made to me and no such promise or
representation shall be binding unless in writing and signed by an
officer of Agilent Technologies.
-------------------------------------------------------------------------------
EMPLOYEE SIGNATURE: DATE
-------------------------------------------------------------------------------
In order to promptly add you to Agilent Technologies' payroll and to accurately
calculate and withhold taxes, please complete the following additional
information:
-------------------------------------------------------------------------------
DATE OF BIRTH
-- --
-------------------------------------------------------------------------------
Resident address (if no permanent address yet, temporary address)
-------------------------------------------------------------------------------
STREET CITY/STATE
-------------------------------------------------------------------------------
COUNTY Agilent Technologies WORK SITE LOCATION (City/State)
-------------------------------------------------------------------------------
The scanned copy of this form in OFIS is the official
document of record. The original paper copy will be
destroyed after the required retention period.
<PAGE>
Agilent Technologies, Inc.
395 Page Mill Road
PO Box 10395, MS A1-07
Palo Alto, California 94303-0870
[LOGO OF AGILENT TECHNOLOGIES]
Agilent Confidential
December 4, 2000
Jim Olsen
101 Parkshore Drive
Folsom, CA 95630
Employee Number: 917939
Dear Jim:
We are extremely pleased to extend to you an offer of employment with Agilent
Technologies, and look forward to you joining our company. This offer is
contingent upon the successful closing of the proposed acquisition of Objective
Systems Integrators Inc. (OSI) by Agilent Technologies.
You will begin employment at an annual base salary of $225,000 and be
transitioned to Agilent's compensation, benefits, and payroll as soon as is
practical after the closing. This offer includes Agilent's executive level
benefits including life insurance and supplemental disability insurance. In
addition, you will be eligible to receive a target bonus opportunity of 35%
under Agilent's Pay for Results program.
We are eager to welcome you as an Agilent employee and want to ensure that you
remain in place to help us pursue our many technical and business challenges.
Therefore, this offer of employment includes an offer of Agilent non-qualified
stock options representing the right to purchase 20,000 shares of Agilent
Technologies common stock. The option will vest 25% per year and will be fully
vested on the fourth anniversary of the grant date. An additional offering of
Agilent non-qualified stock options representing the right to purchase 10,000
shares of Agilent Technologies Common Stock. This option will vest 50% on the
second anniversary of the grant, 75% on the third anniversary of the grant, and
100% on the fourth anniversary of the grant. The terms and conditions of this
grant will be governed by Agilent's 1999 Stock Plan, which will be provided to
you when you receive your award. This option will be granted by the Compensation
Committee of Agilent's Board of Directors and will be contingent on the
successful closing of the terms and conditions of OSI by Agilent and your
commencement of employment with Agilent Technologies. The grant date will be
the later of the date the Committee meets to award this option or the date that
you begin employment with Agilent, and the price will be the fair market value
(average of high and low of Agilent stock price) on that date.
In addition, we will honor your change of control agreement, including the
treatment of your outstanding OSI options. These options will be converted in
price and quantity to an equivalent value of Agilent options at the close date,
and be immediately vested at that time. You will have a minimum of one year to
exercise these converted Agilent options. In addition, if you accept our
employment offer, we will extend the life of these options to the original term
of your OSI options. For example, if one of your original OSI options grants
was to expire in November 2009, your replacement grant of Agilent options will
also expire in November 2009, provided you remain an Agilent employee. This may
potentially give you a much longer time frame in which to exercise or hold your
options, beyond the one year stipulated in your change of control agreement.
You will receive credit for your continuous service with OSI, for additional
Agilent benefits:
. Placement on Agilent's Flexible Time-Off accrual schedule
. Rollover of your unused vacation time into Agilent's FTO plan up to the
Agilent accrual cap.
Your service for all other Agilent Technologies' programs will begin on your
first day of employment with Agilent.
<PAGE>
Your employment with Agilent will be on the terms set forth in this letter and
in accordance with Agilent's standard employment policies. Your acceptance of
this offer will terminate any agreements or understandings, whether written or
verbal, which you may previously have entered into with OSI.
Enclosed with this letter are copies of our Standards of Business Conduct.
Adherence to these policies, as well as all other applicable Agilent policies
and procedures, including subsequent changes, is required of all employees. In
order to accept Agilent Technologies' offer of employment, we require a
completed and signed copy of these documents:
1. Agilent Technologies Application
2. Employment Acceptance Form
3. Agilent 's current Agreement Regarding Confidential Information and
Proprietary Developments
These important documents must be received by Nadine Melanson, no later than,
Friday, December 8, 5:00 PM Pacific Standard Time. Should you accept this
offer, your employment will begin as soon as practical after the close of this
acquisition and will be on the terms set forth in this letter and in accordance
with Agilent Technologies' standard employment policies.
Agilent Technologies is committed to providing reasonable accommodations to
employees with disabilities. If you need any services, please discuss them with
Bob Femino, HR Manager, at (781) 258-0060 (cell) or (978) 266-3394 (office).
Any information regarding the acquisition and/or offer is considered
confidential and may only be discussed with your spouse or partner. If you have
any questions regarding this, Bob is again the recommended contact.
Surely you'd like to know a bit about us before you decide to join the team!
Agilent provides solutions and technologies that revolutionize the way people
live and work. Our businesses include Communications, Life Sciences and
Electronics. Please visit our web site to learn more at --
http://www.agilent.com
----------------------
I hope you will regard this letter as evidence of Agilent 's strong desire to
have you join us. We sincerely hope you choose to become a part of Agilent
Technologies and look forward to hearing from you soon.
Sincerely,
/s/ Keith Miller
Keith Miller
VP and General Manager
Communications Management Solutions Business Unit
<PAGE>
S1 Employment Acceptance Form
Acquisition
OFIS #0128A
Please type or print in black ink.
-------------------------------------------------------------------------------
Olsen, Jim
-------------------------------------------------------------------------------
EMPLOYMENT ACCEPTANCE FORM
I accept Agilent Technologies' offer of employment as outlined in the offer
letter dated November 30, 2000. I further understand and agree that:
1. As a condition of continued employment, business needs may require that I
relocate, travel, and/or work different shifts, positions, or overtime.
2. Participation in post-employment medical screening may be required. If
medical restrictions cannot be reasonably accommodated, I may not be
hired, or if hired, employment may be terminated.
3. I will comply with Agilent Technologies' Standards of Business Conduct
and Drug-Free Workplace Policy as they may be changed from time to time.
I will sign the enclosed Agreement Regarding Confidential Information
and Proprietary Developments concerning the protection of proprietary
information and the ownership and assignment of ideas, inventions, and
other intellectual property while employed at Agilent Technologies.
4. Any employment is not for a fixed period of time and is terminable at the
will of either Agilent Technologies or me. No contrary representation or
promises have been made to me and no such promise or representation
shall be binding unless in writing and signed by an officer of Agilent
Technologies.
-------------------------------------------------------------------------------
EMPLOYEE SIGNATURE: DATE
-------------------------------------------------------------------------------
In order to promptly add you to Agilent Technologies' payroll and to accurately
calculate and withhold taxes, please complete the following additional
information:
-------------------------------------------------------------------------------
DATE OF BIRTH
-- --
-------------------------------------------------------------------------------
Resident address (if no permanent address yet, temporary address)
-------------------------------------------------------------------------------
STREET CITY/STATE
-------------------------------------------------------------------------------
COUNTY Agilent Technologies WORK SITE LOCATION (City/State)
-------------------------------------------------------------------------------
The scanned copy of this form in OFIS is the official
document of record. The original paper copy will
be destroyed after the required retention period.
