Agreement to Award

The Prize Winner hereby acknowledges that the Company and the Employer hold certain personal information about the Prize Winner, including, but not limited to, the winner`s name, home address and telephone number153, date of birth, Social Security or other identification number, salary, nationality, the position title, shares or director positions of the Corporation, details of any share allocation or other Claim of Common Shares, Cancelled, Exercised, Acquired, Acquired or Outstanding for the Benefit of the Winner153 for the purposes of the implementation, administration and administration of the Plan („Data”). The winner hereby acknowledges that the data may be disclosed to third parties (including the external administrator) who assist in the implementation, management and administration of the plan, so that these beneficiaries may be located in the winner`s country153 or elsewhere, e.B. outside the European Economic Area, and that the recipient`s country153 may have different laws and data protection measures than the recipient`s country153. All such data transfers are made in accordance with the Company`s privacy policies and policies153. The Winner hereby acknowledges that he/she may request a list of the names and addresses of the potential recipients of the Data by contacting the Winner`s local staff representative153. The Recipient authorizes the Beneficiaries to receive, possess, use, retain and transfer the Data in electronic or other form for the purpose of executing, managing and managing the Winner`s participation in the Plan, including any necessary transfer of such Data to a broker or other third party with whom the Winner may deposit the Common Shares acquired in connection with the exercise of the Allocation of Shares. The winner hereby understands that the prize winner may at any time consult data, request additional information about the storage and processing of data, request necessary changes to the data or, in any case, refuse or revoke the consents contained herein free of charge by writing to the local staff representative of the prize winner 153. However, the winner hereby acknowledges that the refusal or revocation of the beneficiary`s consent153 may affect the winner`s ability153 to participate in the plan. For more information on the consequences of refusing to give consent or withdrawing the Consent of the Laureate, the Laureate understands that he or she may contact his/her staff representative responsible for the Laureate`s country153 at the local or regional level.

(7) The action bonus is not part of the normal or intended remuneration or salary for any purpose, including, but not limited to, the calculation of severance pay, resignations, terminations, bonuses, bonuses, long-term service bonuses, pension or retirement benefits or similar payments and must in no case be used as compensation or in connection with past services for the company or employer; Section 20. Entire Agreement. The Plan is incorporated herein by reference. The Plan and this Supply Agreement constitute the entire agreement of the parties with respect to the subject matter of this Agreement and, in their entirety, supersede all prior obligations and agreements of the Company and the Prize Winner with respect to the subject matter of this Agreement and may not be modified to the detriment of the interests of the Winner,153 except by a letter signed by the Company and the Prize Winner. Section 16. Electronic delivery. The Company may, in its sole discretion, elect to provide electronically all documents relating to the share allocation granted under the Plan (and in which it participates) or future allotments that may be granted under the Plan, or to obtain the Winner`s consent153 to participate in the Plan electronically. The Prize Winner hereby agrees to receive these documents electronically and, if desired, to consent to participation in the Plan through an online or electronic system established and maintained by the Company or any other third party designated by the Company. External administrator for the sole purpose of implementing, managing and managing the winner`s participation153 in the plan. (13) The Prize Winner acknowledges that this Reward Agreement exists between the Prize Winner and the Company and that the Prize Winner`s Local Employer153 is not a party to this Prize Agreement. (c) To the extent that a payment or settlement that is a payment of deferred compensation under section 409A of the Code is subject to a „change of control”, such payment or settlement will only be made if the event leading to the change of control would also constitute a change of ownership or actual control over the Company, or a change in ownership of a substantial part of the Company`s assets within the meaning of Article 21 Acceptance and rejection. This Reward Agreement is one of the documents that govern the course of this action, which the Winner may accept or reject online via the external administrator`s website153s.

If the winner has not rejected such allocation of shares at the time of the first acquisition event, the winner will be deemed to have accepted such allocation of shares and the common shares acquired in connection with the allocation of shares will be issued and taxed accordingly. All terms and conditions of the plan and supply agreements are binding on all authorized successors and assigns. (b) Notwithstanding anything to the contrary in the Plan, if a Prize Winner dies while an Employee or after the departure of a Prize Winner153 retires in accordance with the Company`s local retirement policy153, the Action Bonus will immediately be fully vested. The acquired portion of the share allocation will be given to the executor or administrator of the winner153s Section 19. This share price is subject to the terms of agilent Technologies` Executive Compensation Recovery Policy in the form approved by the Committee on the date of award (the „Policy”) if and to the extent that the Policy applies to the share price and the winner in accordance with its terms; and the terms of the Directive at the time of grant are incorporated herein by reference and form an integral part thereof. Section 17. Divisibility. The provisions of this Reward Agreement are severable, and if one or more provisions are found to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions will nevertheless be binding and enforceable. (10) If the recipient accepts the share surtax and receives common shares, the value of those common shares acquired may increase or decrease; Finally, the prize winner must pay the Company or the employer any amount of tax elements that the Company or the Employer is required to retain as a result of the prize winner`s participation153 in the Plan or the acquisition of common shares by the prize winner153 that cannot be satisfied with the means described above. The Company may refuse to deliver the common shares if the prize winner does not comply with the prize winner`s obligations153 with respect to the tax elements described in this section.

Section 11. No rights until issuance. The beneficiary has no shareholder rights in the shares subject to this surcharge until the date on which the ordinary shares are issued to the successful tenderer. The Committee may, in its sole discretion, substitute a cash payment in lieu of common shares equal to the fair value of the shares on the date on which those shares would otherwise have been issued under the terms of the Plan. (a) Such award of shares shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest on the successful bidder in accordance with section 409A of the Code. However, the foregoing provision shall not be construed as a guarantee of any particular tax effect, and the Company shall not be liable to the Beneficiary for any payment made under this Action Supplement that results in additional tax, penalty or interest in accordance with Article 409A of the Code, or for declaring a payment under an arbitral award in good faith as an amount; which may be included in gross income in accordance with section 409A of the Code. This website is protected by reCAPTCHA and Google`s privacy policy and terms of use apply. Section 6.

Restrictions on the issuance of common shares. The Company has no obligation to issue common shares under this share allocation, unless the shares are actually registered or exempt from registration at that time under the U.S. Securities Act of 1933, as amended from time to time and local laws. (2) the allocation of shares is voluntary and occasional and does not create a contractual or other right to allocations or future benefits of shares instead of share awards, even if share allocations have been granted several times in the past; The Winner has reviewed this Restricted Share Allocation Agreement and the Plan as a whole, has had the opportunity to seek the advice of counsel prior to the execution of this Restricted Share Allocation Agreement and fully understands all the provisions of this Agreement and Restricted Share Allocation Plan. (1) The Plan shall be prepared voluntarily by the Company, shall be at its discretion and may be amended, supplemented, suspended or terminated by the Company at any time, unless otherwise specified in the Plan and in this Supply Agreement; (4) Participation in the plan does not give rise to any right to another employment with the employer and does not affect the employer`s ability to terminate the successful candidate`s employment relationship153 at any time; The failure of either party to assert any rights under this Supply Agreement shall not be construed as a waiver of that party`s rights. .