8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 6, 2006

AGILENT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15405	77-0518772
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
395 Page Mill Road, Palo Alto, CA		94306
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (650) 752-5000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On April 6, 2006, Keith Barnes accepted an offer of employment from Agilent Technologies, Inc. (“Agilent”) pursuant to which Mr. Barnes will serve as the Chief Executive Officer of Verigy Pte. Ltd. (“Verigy”), a wholly owned subsidiary of Agilent (the “Offer”). The material terms of the Offer are described below.

Mr. Barnes will be paid an annual base salary of $500,000 per year. His target variable compensation bonus opportunity will be 100%, broken out as follows: 1) 15% target bonus opportunity based upon Verigy’s long-term financial goals; 2) 85% target bonus opportunity based upon other short-term financial and operational goals to be determined. For his first year of employment, Mr. Barnes is guaranteed a payout at 50% ($250,000) of his target annual bonus, contingent on his continued service.

On the effective date of Verigy’s Initial Public Offering (“IPO”), subject to approval of the Verigy board, Mr. Barnes will receive (i) an initial grant of restricted stock of Verigy equivalent to $800,000 in value where the number of shares will be determined using the price at which the shares will first be offered to the public (the “Public Offering Price”), and (ii) a non-qualified option to purchase 750,000 shares, with an exercise price equal to the Public Offering Price. Both components of this award will be effective as of the IPO date and will vest 25% per year on an annual basis commencing on the first anniversary of the grant date.

Prior to the date of the IPO, in the event of his involuntary termination without cause, his voluntary termination with good reason or if the IPO is not completed by December 31, 2006, Mr. Barnes will be eligible to receive the following severance benefits: payment equal to 12 months of his then-current annual base salary, 100% of his annual target bonus plus COBRA coverage until the earlier of (i) 12 months after his termination or (ii) his commencing employment with another employer that offers medical coverage. After the date of the IPO, in the event of his involuntary termination without cause or his voluntary termination for good reason within 24 months from the date of the IPO, his unvested stock options and restricted stock will immediately vest, and he will be eligible to receive payments from Verigy equal to 100% of his current annual base salary, 100% of his annual target bonus and COBRA coverage until the earlier of (i) 12 months after his termination or (ii) his commencing employment with another employer that offers medical coverage. Mr. Barnes will also enter into Verigy’s standard change of control and severance agreements.

The foregoing description of the Offer is qualified in its entirety by reference to the copy of the Offer, which is attached hereto as Exhibit 10.1.

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Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
	10.1	Offer letter dated April 4, 2006.
	99.1	Press release dated April 10, 2006.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AGILENT TECHNOLOGIES, INC.
	By:	/s/ Marie Oh Huber
	Name:	Marie Oh Huber
	Title:	Vice President, Assistant Secretary and
		Assistant General Counsel
Date: April 12, 2006

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EX-10.1

Exhibit 10.1

	Agilent Technologies, Inc. 395 Page Mill Road, MS A3-14 Palo Alto, California 94306
	Adrian Dillon Executive Vice President Finance and Administration Chief Financial Officer

April 4, 2006

Keith Barnes

[address]

Dear Keith,

We are pleased that you are interested in joining our team at Verigy, the Agilent Technologies Semiconductor Test Systems business that we plan to spin off by the end of the fiscal year. This letter outlines our offer of employment for the position of Chief Executive Officer and our intent to nominate you to serve as a member of the board of directors of Verigy. This offer is subject to the approval of Agilent’s Compensation Committee.

Your base salary will be $500,000 per year, and you will be a participant in the Verigy variable pay program at the beginning of the next fiscal quarter. If your start date is on or before May 1, 2006, you will be a participant in the Verigy variable pay program beginning May 1, 2006. Your annual variable pay target bonus opportunity will be 100%, paid semiannually and broken out as follows: 1) 15% target bonus opportunity tied to Verigy long-term financial goals; 2) 85% target bonus opportunity based upon other short-term financial and operational goals to be determined. For your first year of employment, we will guarantee you a payout at 50% of your target annual bonus ($250,000), paid semiannually and contingent on your continued service as provided under the program.

In addition, we are pleased to offer you an initial Restricted Stock grant equivalent to $800,000 in value. This grant of Verigy restricted stock will be effective at the date of the Initial Public Offering, and the number of shares will be determined using the price at which the shares will be first offered to the public (as reflected on the cover page of the final prospectus, the “Public Offering Price”). We also offer you a non-qualified option to purchase 750,000 shares, effective at the date of the Initial Public Offering, with an exercise price equal to the Public Offering Price. Both components of this initial equity grant will vest 25% per year, on an annual basis, with the first 25% vesting on the first anniversary of the IPO date. The terms and conditions of your grant will be governed by the Verigy stock plan and subject to the Verigy Board of Directors’ approval. In addition to this “initial hire” equity grant, you can anticipate subsequent annual Long Term Incentive awards based on performance and market practice.

Should you join Agilent Technologies/Verigy, we will reimburse you for actual and reasonable living expenses (lodging, car rental, meals, and travel to and from Portland for you and on occasion your family) subject to a monthly cap of $6,500 for a period not to exceed 3 years from the date of hire. You will provide documentation of such expenses in order to receive these reimbursements. After 3 years from your hire date, you agree to relocate to the Bay Area from Portland. Your relocation will be covered under the Verigy Relocation program. Verigy will reimburse you for documented actual and reasonable expenses incurred in relocating from Portland to the Bay Area (e.g., shipment of household goods, final move to new location, relevant fees and commissions, and reimbursement for the tax cost, if any, related to the reimbursement of relocation expenses).

Should you join Agilent Technologies/Verigy, you will have the opportunity to receive a severance benefit. Prior to the date of the IPO, in the event of your involuntary termination without cause or your voluntary termination with good reason, or in the unlikely event that the IPO does not take place by December 31, 2006, you will be eligible to receive a severance benefit equal to 12 months of your current annual base salary plus 100% of your annual target bonus and COBRA coverage paid by the employer until the earlier to occur of the date (i) that is twelve months after your termination, or (ii) you commence employment with another employer that offers medical coverage. In the event of your involuntary termination without cause or your voluntary termination with good reason within twenty four months from the date of the IPO, the benefit opportunity will be equal to 100% of your current annual base salary plus 100% of your annual target bonus and COBRA coverage paid by the employer until the earlier to occur of the date (i) that is twelve months after your termination, or (ii) you commence employment with another employer that offers medical coverage. Additionally, all unvested stock options and restricted stock will immediately vest. Additional details will be provided in a separate severance agreement provided soon after acceptance of the employment offer.

Should you join Agilent Technologies/Verigy, you will have the opportunity to participate in Verigy’s Change of Control program, which provides certain benefits in the event of a termination under specified circumstances after a change of control. The benefit will include a severance payment equal to 200% of your annual base salary and target annual bonus as well as accelerated vesting of all outstanding stock options and restricted stock. The Verigy Change of Control agreement would go into effect after final distribution of Verigy stock by Agilent Technologies, Inc.

You will also be eligible for 20 days of Flexible Time Off (FTO), effective your first year of employment, and other Agilent Technologies/Verigy benefits, according to their terms. A few key Agilent Technologies/Verigy benefits are stock purchase plan, 401K plan; medical and dental plans.

Please note that this offer is contingent upon:

1.Completion and return of Employment Acceptance form

2.Completion and return of Agreement Regarding Confidential Information and Proprietary Developments

3.Completion of a background check

(http://www.sterlingtesting.com/ad/agilent/bg)

Because we are committed to providing a safe and productive work environment, if you accept my employment offer you will be required to successfully complete a background check which includes verification of such things as prior employment and educational and criminal conviction history. An Agilent Technologies representative will contact you to assist with the background check.

Your employment with Agilent Technologies/Verigy shall be “at will” at all times.

Enclosed with this letter is a current copy of our Standards of Business Conduct. Adherence to these policies, including subsequent changes, is required of all employees. Also enclosed for your signature are (1) Agilent Technologies’ Agreement Regarding Confidential Information and Proprietary Developments and (2) the Employment Acceptance Form. You may notify me by phone or email of your intention to accept this offer; however for such acceptance to be valid, these forms must be signed and returned to me.

Keith, I am excited about the prospect of your joining Verigy. If you have any questions, please call me.

Sincerely,

Adrian Dillon

Executive Vice President

Finance and Administration

Chief Financial Officer

Enclosures

EX-99.1

Exhibit 99.1

EDITORIAL CONTACTS: PRGP06009

Jana Knezovich, Agilent Semiconductor Test Business

+1 970 679 3399

jana_knezovich@agilent.com

Amy Flores, Agilent Corporate

+1 650 752 5303

amy_flores@agilent.com

Agilent Technologies Names Keith Barnesas President and CEO of Verigy Subsidiary

PALO ALTO, Calif., April 10, 2006 — Agilent Technologies Inc. (NYSE: A) has named Keith Barnes as president and chief executive officer of its semiconductor test subsidiary, Verigy Pte. Ltd., effective May 1. Verigy filed its registration statement with the SEC for its initial public offering last month, and Agilent plans to complete its spin-off of Verigy by Oct. 31, 2006, the end of its fiscal year. Barnes is currently the chairman and CEO of Electroglas, a leader in integrated circuit (IC) prober manufacturing, based in San Jose, Calif.

Prior to his work at Electroglas, Barnes was chairman and CEO of Integrated Measurement Systems (IMS), an Oregon-based company recognized for its work in mixed-signal and memory-IC verification before it was acquired by Credence Systems Corp. in 2001.

Barnes also served as a division president at Cadence Design Systems for the Prototype Verification Division and at Valid Logic Systems prior to its acquisition by Cadence.

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Barnes replaces long-time Agilent veteran Jack Trautman. Trautman has most recently served as interim president of the company’s Semiconductor Test Business, and was president of Agilent’s Automated Test Group prior to the spin-off announcement. Trautman will continue to support Verigy as a senior advisor through its transition into a separate company.

Adrian Dillon, Agilent’s chief financial officer and executive vice president of finance and administration said, “Keith brings a wealth of experience to this leadership position. His many years of managing public companies will be a great asset to our company, and help to realize the full potential of our semiconductor test business.”

“I am very excited to be joining Verigy,” said Barnes. “Agilent has long had a powerful reputation for technology leadership and innovation, and a strategic position in the test industry. I look forward to helping build the world’s premier semiconductor test business.”

Barnes, 54, was born in San Francisco, Calif. He currently serves on the Boards of Cascade Microtech and Clarity Visual Systems. Barnes holds a B.S. degree in Environmental Science from San Jose State University.

About Agilent Technologies

Agilent Technologies Inc. (NYSE: A) is the world’s premier measurement company and a technology leader in communications, electronics, life sciences and chemical analysis. The company’s 20,000 employees serve customers in more than 110 countries. Agilent had net revenue of $5.1 billion in fiscal 2005. Information about Agilent is available on the Web at www.agilent.com.

Forward-Looking Statements

This news release contains a number of forward-looking statements that involve risks and uncertainties. These forward-looking statements include, but are not limited to, statements regarding Agilent Technologies’ intention to separate its semiconductor test business and complete the spin-off of this business by the end

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of the current fiscal year. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual events to differ materially from those in the forward-looking statements. The risks and uncertainties include, but are not limited to, the inability of Agilent to manage successfully and complete the separation, including the ability to retain and attract key employees; risks relating to the allocation of assets and personnel between the companies; the risk that the initial public offering of Verigy may not occur in its expected timeframe or at all; the risk of a downturn in the companies’ target markets; and the possibility of unfavorable economic conditions in general. Agilent undertakes no duty to update the forward-looking statements herein.

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NOTE TO EDITORS: Further technology, corporate citizenship and executive news are available on the Agilent news site at www.agilent.com/go/news.

A photo of Keith Barnes is available at http://www.agilent.com/about/newsroom/presrel/2006/10apr-gp06009.jpg.

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