Form of Award Agreement (restricted Stock)

Exhibit 10.39

AGILENT TECHNOLOGIES, INC.

1999 STOCK PLAN

AWARD AGREEMENT (RESTRICTED STOCK)


THIS AGREEMENT, dated , the (" Grant Date" ) between Agilent Technologies, Inc., a Delaware corporation (the " Company" ), and , employee number (the " Awardee" ) is entered into as follows:

WITNESSETH:

WHEREAS, the Company has established the Agilent Technologies, Inc. 1999 Stock Plan, as amended and restated effective November 18, 2003, (the " Plan" ), and a description of the terms and conditions of the Plan is set forth in the U.S. Plan prospectus (the " Prospectus" ). A copy of the Prospectus is attached, and is also available at http://stockoptions.corporate.agilent.com. A copy of the Plan document can be viewed at http://stockoptions.corporate.agilent.com. Both the Plan and the Plan prospectus will also be available upon request ; and


WHEREAS, the Compensation Committee of the Board of Directors of the Company (the " Committee" ) or its authorized delegate(s) determined that the Awardee shall be granted restricted stock under the Plan as hereinafter set forth;


NOW THEREFORE, the parties hereby agree that the Company grants the Awardee shares of the Company' s $0.01 par value voting common stock (the " Stock" ), subject to the restrictions stated below and in accordance with the terms and conditions of the Plan.

1. This Stock is granted under and pursuant to the Plan and is subject to each and all of the provisions thereof. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan shall prevail.

2. The Stock or rights awarded hereunder may not be be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, and is not subject to execution, attachment or similar process until the Stock becomes vested in accordance with the vesting schedule set forth below.

3. The period of time between the date hereof and the date that the Stock becomes vested is referred to herein as the " Restriction Period." If the Awardee' s employment with the Company is terminated for any reason other than retirement due to age or permanent and total disability prior to the lapse of the Restriction Period, all unvested Stock granted hereunder shall be forfeited by the Awardee, and ownership transferred back to the Company.

4. Subject to accelerated vesting upon the occurrence of certain events as set forth in the Plan, and so long as the Awardee retains status as an Awardee Eligible to Vest as such term is defined in the Plan, the Stock will vest in whole or in part, and accordingly the Restriction Period will lapse, in accordance with the following vesting schedule:

An Awardee loses status as an Awardee Eligible to Vest when certain events occur, including but not limited to termination of employment with the Company or transfer of employment from the Company.

5. All rights of the Awardee in the Stock, to the extent that it has not vested and the Restriction Period has not lapsed, shall terminate when the Awardee loses status as an Awardee Eligible to Vest, except where such status is lost due to retirement due to age or permanent and total disability.

6. If the Awardee ceases to be an Awardee Eligible to Vest as a result of his retirement due to age, in accordance with the Company' s U.S. retirement policy, or total and permanent disability the Stock shall continue to vest, provided the following conditions are met:

(i) Awardee shall not render services for any organization or engage directly or indirectly in any business, which, in the opinion of the Plan Administrator, competes with, or is in conflict with the interest of, the Company;

(ii) Awardee shall not, without prior written authorization from the Company, use in other than the Company' s business, any confidential information or material relating to the business of the Company, either during or after employment with the Company; ...