Exhibit
10(w)


 


1995
CONVEX STOCK OPTION CONVERSION PLAN


 


PART 1. PLAN ADMINISTRATION AND
ELIGIBILITY


 


 


I.                              Purpose


 


The purpose of this 1995 Convex Stock Option
Conversion Plan (the “Plan”) is to comply with the Agreement and Plan of
Merger, dated as of September 21, 1995 (the “Merger Agreement”), by and among
Hewlett–Packard Company (the “Company”), Gemini Project Corporation, a
wholly-owned subsidiary of the Company (“Subsidiary”), Convex Computer
Corporation (“Convex”), pursuant to which Subsidiary was merged with and into
Convex, with the result that Convex was the survivor of the merger and thereby
became a wholly-owned subsidiary of the Company. Pursuant to the Merger
Agreement, the Company agreed to convert all stock options outstanding as of
the Effective Time (as defined in Section 1.02 of the Merger Agreement) (each,
a “Convex Option”) which were granted under Convex’s 1983 Incentive Stock
Option Plan and the 1991 Stock Option Plan (collectively, the “Convex Plans”)
into options to purchase Common Stock of the Company (“Conversion Options”).


 


II.                            Administration


 


A Stock Option Committee (the “Committee”), consisting
of three or more disinterested directors of the Company who are not
participants in the Plan, shall supervise and administer the Plan. All
questions of interpretation of the Plan shall be determined by the Committee
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 Committee
under this Plan may be exercised by any subcommittee so authorized by the
Committee.


 


Delegation of Authority for the Day-to-Day
Administration of the Plan.  Except to the extent
prohibited by applicable law or applicable rules of a stock exchange, the Board
or any of its committees as shall be administering the Plan may delegate to one
or more individuals the day-to-day administration of the Plan and any of the
functions assigned to it in this Plan. The delegation may be revoked at any
time.


 


III.                           Participation in the
Plan


 


Eligible participants in the Plan include only those
persons who were Convex employees or consultants on the Effective Time or
former Convex employees or consultants and who, on such date, held valid and
outstanding options to purchase shares of Convex common stock under Convex
Plans (the “Optionees”).


 


 


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IV.                           Stock Subject to the
Plan


 


The maximum number of shares which may be optioned
under the Plan shall be Three Hundred Twenty-Eight Thousand (328,000) shares of
the Company’s $1 par value Common Stock (“Common Stock”).


 


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 2. OPTIONS


 


V.                            Incentive
Stock Options


 


Any Conversion Option granted under the Plan may be
designated by the Committee as a non-statutory option or as an incentive stock
option (“ISO”) entitled to special tax treatment under Section 422 of the
Internal Revenue Code of 1986, as amended to date and as may be amended from
time to time (the “Code”).


 


VI.                           Terms,
Conditions and Form of Options


 


Each option converted under the Plan shall be
evidenced by a written agreement in the form approved by the Committee
(“Conversion Agreement”). The Conversion Agreement shall comply with and be
subject to the following terms and conditions:


 


A.                 Options
Non-Transferable.  The
Conversion Options issued under the Plan are nontransferable except by will or
by the laws of descent and distribution, and may be exercised only by the
Optionee during his or her lifetime, as set forth in the applicable Conversion
Agreement issued pursuant to the Plan. The Plan authorizes an Optionee to
designate a person to exercise a Conversion Option after the death of the
Optionee.


B.                  Period of Option.  Each Conversion Option issued under the Plan
became immediately exercisable in part or in full as of the Effective Time and
may be exercised at any time prior to its expiration subject to the Repurchase
Option in accordance with terms of the Employee’s Conversion Stock Option
Agreement (the “Option Agreement).  No
Conversion Option may be exercised to any extent by anyone after the date of
expiration of the Conversion Option.


C.                  Exercise of Options.  Conversion Options may be
exercised by written notice to the Secretary of the Company, accompanied by
payment in full of the option price of the shares purchased as well as any
estimated U.S. Federal, state or local income or employment taxes which the
Company is or will be required to withhold with respect to shares acquired by
the Optionee upon exercise of a Conversion Option.  Amounts received in payment of option prices are retained by the
Company.


The
provisions regarding payment of the Option Price (as defined below) are
substantially the same in the Conversion Agreement as were specified in the
Optionee’s applicable Option Agreement: payment of the Option Price shall be by
any of the 


 


 


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following, or a combination of cash, check, or
surrender of other shares of Common Stock of a value equal to the Option Price
of the shares as to which the Conversion Option is being exercised.


D.                  Termination of Options.  A Conversion
Option expires on the same date that the Optionee’s Convex stock option would
have expired if it had not been converted. In most cases, Conversion Options
will expire on the tenth (10th) anniversary of the Option Date (as defined below).
The Optionee should refer to the Conversion Agreement which controls his or her
Conversion Option for confirmation of the expiration date. The Option may be
terminated prior to its expiration date in the event of the Optionee’s death,
retirement, disability, resignation or termination of employment with the
Company or a subsidiary.


E.                  Exercise by
Representative Following Death of Employee. 
If an
Optionee dies while in the employ of the Company or a subsidiary, his or her
Conversion Option may be exercised by the Optionee’s estate or legally
designated beneficiary, to the same extent that the Optionee was entitled to
exercise it on the date of his or her death, for six (6) months
after the Optionee’s death.  After this
period, the Conversion Option will terminate. However, the Conversion Option
may only be exercised with respect to any shares which would not be subject to
the Repurchase Option as defined in the Option Agreement on the date of the
Optionee’s death; furthermore, the Conversion Option may not be exercised to
any extent by anyone after its expiration date.


 


F.                  Buyout
Provisions. At any time, the Committee may, but shall not be
required to, authorize the Company to offer to buy out for a payment in cash or
Common Stock a Conversion Option previously granted based on such terms and
conditions as the Committee shall establish and communicate to the Optionee in
connection with such offer.


 


VII.                        Modification,
Extension and Renewal of Options


 


The
Committee shall have the power to modify, extend or renew outstanding options,
provided that any such action may not have the effect of altering or impairing
any rights or obligations of any option previously granted without the consent
of the Optionees.


 


VIII.                        Number
of Shares; Option Price


 


A.                 Number of Shares.A Conversion Option will be exercisable to purchase that
number of whole shares of the Common Stock equal to the product of the number
of shares of Convex common stock that were purchasable under the Convex Option
immediately before the Effective Time, multiplied by the Conversion Number (as
defined below), rounded down to the nearest whole number of shares of the
Common Stock. No fractional shares of the Common Stock will be issued.


 


B.                  Option Price.  The exercise price per share for
the shares of the Common Stock under a Conversion Option (“Option Price”) is
equal to the quotient obtained by 


 


 


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dividing the
exercise price per share of Convex common stock at which such Convex Option was
exercisable immediately before the Effective Time by the Conversion Number (as
defined below), rounded up to the nearest whole cent.


C.                  Conversion Number.  The Conversion Number of 0.0593
is equal to the quotient obtained from dividing the merger consideration per
share of $4.83 by $81.4125, the average closing price of the Common Stock on
the New York Stock Exchange for the ten trading day period ending two trading
days prior to the Effective Time.


 


PART 3.
GENERAL PROVISIONS


 


IX.                           Assignments


 


The rights and
benefits under this Plan may not be assigned except for the designation of a
beneficiary as provided in Section VI.


 


X.                            Time
for Granting Options


 


Options issued under the Plan are conversions of
preexisting Convex stock options; consequently, they do not constitute newly
granted options. The grant date (“Option Date”) of a Conversion Option is
therefore the same as the grant date of the Convex stock option which was
converted.


 


XI.                           Limitation of Rights


 


A.                 No Right to an Option. Nothing in the Plan shall be construed to
give any personnel of Convex any right to be granted additional options after
the Effective Time of the Merger.


 


B.                  No Employment Right. Neither the Plan nor the conversion of a
Convex Option pursuant to the Plan, shall constitute or be evidence of any
agreement or understanding, express or implied, that Convex or the Company will
employ an Optionee for any period of time or in any position, or at any
particular rate of compensation.


 


C.                  No Shareholders’
Rights for Options.  An
Optionee shall have no rights as a shareholder with respect to the shares
covered by his or her options until the date of the issuance to him or her of a
stock certificate therefor, and no adjustment will be made for dividends or
other rights for which the record date is prior to the date such certificate is
issued.


 


XII.                         Changes in Present
Stock


 


In the event of any merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, or other change
in the corporate structure or capitalization affecting the Company’s present
Common Stock, appropriate adjustment shall be made by the Board of Directors in
the number (including the aggregate numbers specified in Section 


 


 


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IV) and kind of shares which are or may become subject to options
converted hereunder, and in the option price of shares which are subject to
options converted hereunder.


 


XIII.                        Change in
Control


 


All previously unvested Conversion Options outstanding
at the time of a change in control of the Company shall become vested in full
or released from restrictions, as the Committee deems appropriate, upon such
change in control, “Change in control” for purposes of this Section XIII shall
mean the acquisition by an investor or group of investors of shares sufficient
to elect a majority of directors of the Company under California law.


 


XIV.                        Effective Time of the
Plan


 


The effective date of the Plan is December 20, 1995.


 


XV.                        Amendment of
the Plan


 


The Committee may
suspend or discontinue the Plan or revise or amend it in any respect
whatsoever; provided, however, that the Committee may seek shareholder approval
of an amendment if determined to be required by or advisable under regulations
of the Securities and Exchange Commission or the Internal Revenue Service, the
rules of any stock exchange on which the Company’s stock is listed or other
applicable law or regulations.


 


XVI.                        Notice


 


Any written notice
to the Company required by any of the provisions of this Plan shall be
addressed to the Secretary of the Company and shall become effective when it is
received.


 


XVII.                     Company
Benefit Plans


 


Nothing contained in this Plan shall prevent the
employee prior to death, or the employee’s dependents or beneficiaries after
the employee’s death, from receiving, in addition to any awards provided for
under this Plan and any salary, any payments under a Company retirement plan or
which may be otherwise payable or distributable to such employee, or to the
employee’s dependents or beneficiaries under any other plan or policy of the
Company or otherwise.


 


XVIII.                     Governing Law


 


This Plan and all
determinations made and actions taken pursuant hereto shall be governed by the
law of the State of California and construed accordingly. The Plan is not
subject to the provisions of the Employee Retirement Income Security Act of
1974, as 


 


 


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amended, and is
not intended to qualify for special tax treatment under Section 401 (a) of the
Code.


 


 


 


9/12/02                                  Part 2, Section VI(F) added and plan restated by HR
& Compensation Committee


11/21/02                            Part 1, Section II added new paragraph and plan
restated by HR & Compensation Committee


 


 


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