1999 NON-EMPLOYEE DIRECTOR STOCK PLAN

Exhibit 10.3



AGILENT TECHNOLOGIES, INC.



1999 NON-EMPLOYEE DIRECTOR STOCK PLAN





PART I. PLAN ADMINISTRATION AND ELIGIBILITY - ------



1. Purpose. The purpose of this 1999 Non-Employee Director Stock Plan

------- (the "Plan") of Agilent Technologies, Inc. (the "Company") is to encourage ownership in the Company by outside directors of the Company (each, a "Non- Employee Director," or collectively, the "Non-Employee Directors") whose continued services are considered essential to the Company's continued progress and thus to provide them with a further incentive to remain as directors of the Company.



2. Administration. The Board of Directors (the "Board") of the Company

-------------- or any committee (the "Committee") of the Board that will satisfy Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any regulations promulgated thereunder, as from time to time in effect, including any successor rule ("Rule 16b-3"), shall supervise and administer the Plan. The Committee shall consist solely of two or more non-employee directors of the Company, who shall be appointed by the Board. A member of the Board shall be deemed to be a "non-employee director" only if he or she satisfies such requirements as the Securities and Exchange Commission may establish for non- employee directors under Rule 16b-3. Members of the Board receive no additional compensation for their services in connection with the administration of the Plan.



The Board or the Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan. The Board or the Committee shall determine all questions of interpretation of the Plan or of any shares issued under it and such determination shall be final and binding upon all persons having an interest in the Plan. Any or all powers and discretion vested in the Board or the Committee under this Plan may be exercised by any subcommittee so authorized by the Board or the Committee and satisfying the requirements of Rule 16b-3.



3. Participation in the Plan. Each member of the Board who is not an

------------------------- employee of the Company or any of its subsidiaries or affiliates shall be eligible to receive payment for his or her Annual Retainer (as defined in Section 12 below) under the Plan.



4. Stock Subject to the Plan. The maximum number of shares of the

------------------------- Company's $0.01 par value Common Stock ("Common Stock") which may be issued under the Plan shall be Eight Hundred Ninety One Thousand One Hundred (891,100). The limitation on the number of shares that may be issued under the Plan shall be subject to adjustment as provided in Section 10 of the Plan.



If any outstanding option under the Plan for any reason expires or is terminated without having been exercised in full, the shares allocable to the unexercised portion of such option shall again become available for grant pursuant to the Plan.

PART II. TERMS OF THE PLAN - -------



5. Term of the Plan. The Plan shall become effective upon the earlier to

---------------- occur of its adoption by the Board or its approval by the shareholders of the Company as described in Section 15 of the Plan. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 11 of the Plan.



6. Time for Granting Options. No options shall be granted, and no Common

------------------------- Stock grant (as defined in Section 7(d) below) shall be made, after the date on which this Plan terminates. The applicable terms of this Plan, and any terms and conditions applicable to the options granted or shares issued prior to such date, shall survive the termination of the Plan and continue to apply to such options and shares.



7. Terms and Conditions.

--------------------



(a) Compensation.

------------



(i) Beginning with the First Plan Year (as defined in Section 12 below), each Non-Employee Director will be entitled to receive a minimum of seventy-five percent and a maximum of one hundred percent of the value of his or her Annual Retainer in the form of an option to purchase shares of Common Stock (an "Option Payment") and the balance in a cash payment (a "Cash Payment").



(ii) If any Non-Employee Director fails to notify the Secretary of the Company in writing by February 1 of the preceding Plan Year (or by October 31, 1999 for the First Plan Year) of the percentage of his or her Annual Retainer that he or she wishes to receive in the form on an option for the next Plan Year, then he or she shall be deemed to have elected an Option Payment for seventy-five percent of the value of his or her Annual Retainer, with the remaining twenty-five percent in cash. Any such election, or any modification or termination of such an election, shall be filed with the Company on a form prescribed by the Board or the Committee for this purpose.



(b) Option Payment. Subject to Section 7(a) above, each Non-Employee

-------------- Director may specify the amount of his or her Annual Retainer to be received in the form of a non-statutory option not entitled to special tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended. Each option granted under this Plan shall be evidenced by a written agreement in such form as the Board or Committee shall from time to time approve, which Agreements shall comply with and be subject to the following te ...