Severance Settlement Agreement And General Release

Exhibit 10.53


SETTLEMENT AGREEMENT AND GENERAL RELEASE


This Settlement Agreement and General Release (Agreement) is made and entered into between Young Sohn and Agilent Technologies, Inc. (Agilent). The purpose of this Agreement is to terminate Young Sohn' s employment with Agilent on terms that are satisfactory both to Agilent and to Young Sohn. Therefore, Agilent and Young Sohn agree as follows: 1. In exchange for the promises set forth in this Agreement, Agilent agrees as follows:

a. Provided this Agreement is not revoked under Section 15 between March 8, 2005 and April 6, 2005, Agilent shall mail to Young Sohn at his address as reflected in Agilent' s records a severance check made payable to Young Sohn in the gross amount equivalent to 18 months of base plus short-term incentive at target (Pay for Results) ($1,083,750.00) less required deductions; b. Pursuant to his verbal agreement with Bill Sullivan of March 2, 2005, Young Sohn shall be voluntarily terminated from the employ of Agilent. Except as may otherwise be provided in the Letter Agreement dated March 4, 2005 (the " Letter Agreement" , attached as Exhibit A), at such time, all benefits and sums otherwise due shall be computed in accordance with Agilent' s standard procedures and applicable benefit or other plan documents. Amounts, if any, determined to be due will be mailed to his address as reflected in Agilent' s records. Except as otherwise stated in the Letter Agreement, Young Sohn shall be entitled to exercise employee benefit conversion privileges upon the same terms and conditions as would be available to any other voluntarily terminating employee.

2. In exchange for the promises set forth in this Agreement and the related Letter Agreement, Young Sohn agrees as follows: a. To execute and deliver to Agilent the attached letter of resignation and thereafter to make no claim inconsistent therewith in any proceeding of any kind;

b. To acknowledge that he is the recipient of confidential and proprietary business information, and that he shall not use or disclose such information except as may be permitted by Agilent or by law. Attached as Exhibit B is a true and correct copy of the Agreement Regarding Confidential Information and Proprietary Developments signed by Young Sohn on August 18, 2003. Nothing in this Agreement supercedes or renders the terms and conditions of the August 18, 2003 Agreement Regarding Confidential Information and Proprietary Developments unenforceable or void. The Agreement will apply especially with companies who are competitors of Agilent, including those listed in Exhibit C.


1 c. To attend a Functional Exit Interview on or about April 1, 2005 at which time all company property and identification will be turned in and the appropriate personnel documents will be executed by Jean Halloran. Thereafter, Young Sohn agrees to do such other acts as may be reasonably requested by Agilent in order to effectuate the terms of this Agreement. Young Sohn agrees to remove all personal effects from his current office within seven days of signing this agreement and in any event not later than March 14, 2005.

d. To not make any public statement or statements to the press concerning Agilent, its business objectives, its management practices, or other sensitive information without first receiving Agilent' s written approval. Both you and the Company (though its directors and officers) agree not to disparage the other party, and the other party' s officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that both you and the Company may respond accurately and fully to any question, inquiry or request for information when required by legal process.

3. In exchange for Agilent' s doing the acts described in the Letter Agreement, Young Sohn, on behalf of his heirs, estate, executors, administrators, successors and assigns does fully release, discharge, and agree to hold harmless Agilent, its officers, agents, employees, attorneys, subsidiaries, affiliated companies, successors and assigns from all actions, causes of action, claims, judgments, obligations, damages, liabilities, costs, or expense of whatsoever kind and character which he may have, including but not limited to :

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