Summary of Compensation Arrangement between Agilent and Non-Employee Directors (Effective November 1, 2007)
This agreement outlines the compensation for Agilent's non-employee directors, including annual payments of $75,000 in cash, $75,000 in stock options, and $75,000 in deferred shares, with vesting over one year. Newly appointed directors receive $130,000 in deferred shares. Additional cash premiums are provided for committee chairpersons and Audit and Finance Committee members. The Non-Executive Chairman receives a higher cash retainer and is not eligible for committee chair premiums. The arrangement specifies payment amounts, vesting schedules, and eligibility for additional compensation based on board roles.
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Exhibit 10.51
Summary of Compensation Arrangement between Agilent and the Non-Employee Directors
Effective as of November 1, 2007, each of Paul N. Clark, Robert J. Herbold, Robert L. Joss, Koh Boon Hwee, Heidi Kunz, David M. Lawrence, M.D. and A. Barry Rand, the non-employee directors of Agilent, receive annually (a) $75,000 in cash which is paid quarterly; (b) $75,000 in value of a stock option; and (c) $75,000 in value of deferred shares of Agilent common stock. Any newly appointed director receives $130,000 in value of deferred shares of Agilent common stock, pursuant to the 1999 Non-Employee Director Stock Plan. The stock options and the deferred shares vest quarterly over one year.
In addition, non-employee directors who serve as the chairperson of a Board committee are entitled to a "committee chair premium." Specifically, the chairperson of the Compensation Committee, provided that such person is not the Non-Executive Chairman, shall, on an annual basis, receive an additional ten thousand dollars ($10,000.00) in cash. The chairperson of the Audit and Finance Committee of the Board, provided that such person is not the Non-Executive Chairman, shall, on an annual basis, receive an additional twenty thousand dollars ($20,000.00) in cash. The chairperson of any other Board committee, provided that such person is not the Non-Executive Chairman, shall, on an annual basis, receive an additional five thousand dollars ($5,000.00) in cash.
Each member of the Audit and Finance Committee shall, on an annual basis, receive an additional ten thousand dollars ($10,000.00) in cash which shall be made in a lump sum payment as soon as practicable following the Initial Payment Date with respect to the Plan Year.
The Non-Executive Chairman, James G. Cullen, receives an Annual Retainer that consists of (i) an option to purchase shares of common stock in an amount equivalent to $75,000, (ii) $260,000 in cash, and (iii) $75,000 in value of deferred shares of Agilent common stock. The Non-Executive Chairman is not eligible to receive any committee chair premiums. The stock options and the deferred shares vest quarterly over one year.
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- Exhibit 10.51
