0001047469-14-006273 Sample Contracts

KEYSIGHT TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 18th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • Delaware

This Indemnification Agreement (“Agreement”) is entered into as of , by and between Keysight Technologies, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).

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FORM OF TRADEMARK LICENSE AGREEMENT between AGILENT TECHNOLOGIES, INC. and KEYSIGHT TECHNOLOGIES, INC. Effective as of [·], 2014
Trademark License Agreement • July 18th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control

This Trademark License Agreement (this “License”) is effective as of [·], 2014, (the “Effective Date”) between Agilent Technologies, Inc., a Delaware corporation (“Agilent”), and Keysight Technologies, Inc., a Delaware corporation (“Keysight”).

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FORM OF TAX MATTERS AGREEMENT DATED AS OF [·], 2014 BY AND BETWEEN AGILENT TECHNOLOGIES, INC. AND KEYSIGHT TECHNOLOGIES, INC.
Tax Matters Agreement • July 18th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [·], 2014 by and among AGILENT TECHNOLOGIES, INC., a Delaware corporation (“Agilent”), for itself and on behalf of each member of the Agilent Group (as defined below), and KEYSIGHT TECHNOLOGIES, INC., a Delaware corporation and a wholly owned subsidiary of Agilent (“Keysight”), for itself and on behalf of each member of the Keysight Group (as defined below).

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EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN AGILENT TECHNOLOGIES, INC. AND KEYSIGHT TECHNOLOGIES, INC. Dated [·], 2014
Employee Matters Agreement • July 18th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • Delaware

This EMPLOYEE MATTERS AGREEMENT, dated as of [·], 2014 (this “Agreement”), is by and between Agilent Technologies, Inc., a Delaware corporation (“Agilent”), and Keysight Technologies, Inc., a Delaware corporation (“Keysight”).

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FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN AGILENT TECHNOLOGIES, INC. AND KEYSIGHT TECHNOLOGIES, INC.
Separation and Distribution Agreement • July 18th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [·], 2014 (the “Operational Separation Date”), is by and between Agilent Technologies, Inc., a Delaware corporation (“Agilent”), and Keysight Technologies, Inc., a Delaware corporation (“Keysight”) (this “Agreement”). Certain terms used in this Agreement are defined in Section 1.1.

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KEYSIGHT TECHNOLOGIES, INC.
Global Stock Award Agreement • July 18th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • Delaware
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KEYSIGHT TECHNOLOGIES, INC.
Stock Award Agreement • July 18th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • Delaware
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KEYSIGHT TECHNOLOGIES, INC.
Keysight Technologies, Inc. • July 18th, 2014 • Industrial instruments for measurement, display, and control • Delaware
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FORM OF INTELLECTUAL PROPERTY MATTERS AGREEMENT between AGILENT TECHNOLOGIES, INC. and KEYSIGHT TECHNOLOGIES, INC. Dated as of [·], 2014
Intellectual Property Matters Agreement • July 18th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control

THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is dated as of [·], 2014 (“Effective Date”), by and between Agilent Technologies, Inc., a Delaware corporation (“Agilent”), and Keysight Technologies, Inc., a Delaware corporation (“Keysight”). Agilent and Keysight are each a “Party” and collectively, the “Parties”. Each reference to the words “Party” or “Parties” herein shall refer collectively to such Party or Parties on its or their own behalf and on behalf of each of its or their Affiliates.

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FORM OF REAL ESTATE MATTERS AGREEMENT
Real Estate Matters Agreement • July 18th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • Delaware

This Real Estate Matters Agreement (this “Agreement”) is entered into on [·], 2014 between Agilent Technologies, Inc., a Delaware corporation (“Agilent”), and Keysight Technologies, Inc., a Delaware corporation (“Keysight”).

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FORM OF SERVICES AGREEMENT BY AND BETWEEN AGILENT TECHNOLOGIES, INC. AND KEYSIGHT TECHNOLOGIES, INC. DATED AS OF [·], 2014
Services Agreement • July 18th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control

This SERVICES AGREEMENT, dated as of [·], 2014 (this “Agreement”), is by and between Agilent Technologies, Inc., a Delaware corporation (“Agilent”), and Keysight Technologies, Inc., a Delaware corporation (“Keysight”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement, dated as of the date hereof, by and between Agilent and Keysight (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).

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KEYSIGHT TECHNOLOGIES, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION AWARD AGREEMENT
Equity Incentive and Compensation Plan • July 18th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • Delaware

THIS AGREEMENT (“Award Agreement”), dated as of the date of grant (the “Grant Date”) indicated in your account maintained by Fidelity Stock Plan Services, LLC or such other company that may provide administrative services in connection with the Plan in the future (the “External Administrator”), between Keysight Technologies, Inc., a Delaware corporation (the “Company”), and you as an individual who has been granted a stock option pursuant to the Keysight Technologies, Inc. 2014 Equity and Incentive Compensation (the “Director”) is entered into as follows:

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KEYSIGHT TECHNOLOGIES, INC. GLOBAL STOCK OPTION AWARD AGREEMENT
Global Stock Option Award Agreement • July 18th, 2014 • Keysight Technologies, Inc. • Industrial instruments for measurement, display, and control • Delaware

THIS GLOBAL STOCK OPTION AWARD AGREEMENT, including any additional terms for your country in Appendix A attached hereto (collectively this “Award Agreement”), dated as of the date of grant (the “Grant Date”) indicated in your account maintained by Fidelity Stock Plan Services, LLC or such other company that may provide administrative services in connection with the Plan in the future (the “External Administrator”), between Keysight Technologies, Inc., a Delaware corporation (the “Company”), and you as an individual who has been granted a stock option pursuant to the Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan (the “Awardee”) is entered into as follows:

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