Exhibit 10(y)(y)


 


HEWLETT-PACKARD
COMPANY


DIRECTOR
OPTION PLAN STOCK OPTION AGREEMENT


 


                THIS AGREEMENT, dated DATE between HEWLETT-PACKARD
COMPANY, a California corporation (“Company”), and NAME (the “Director”), a director of Company is entered into as follows:


 


WITNESSETH:


 


WHEREAS,
the Company has established the Hewlett-Packard Company 1987 Director Option
Plan (the “Plan”) a copy of which is attached hereto as Exhibit “A” and made a
part hereof; and


 


WHEREAS,
the Director has filed an election in accordance with the terms of the Plan to
be granted an option under the Plan as hereinafter set forth below;


 


 


NOW THEREFORE, the parties
hereby agree that in consideration of services rendered and to be rendered, the
Company grants the Director an option (the “Option”) to purchase # OF SHARES shares of its $1 par value
voting Common Stock upon the terms and conditions set forth herein.


 


1.               This Option is
granted under and pursuant to the Plan and is subject to each and all of the
provisions thereof.


 


2.               The Option
price shall be $  PRICE per
share.


 


3.               This Option is
not transferable by the Director otherwise than by will or the laws of descent
and distribution, and is exercisable only by the Director during his
lifetime.  This Option may not be
transferred, assigned, pledged, or hypothecated by the Director during his
lifetime, whether by operation of law or otherwise, and is not subject to
execution, attachment or similar process.


 


4.               This Option may
not be exercised before the first anniversary of the date hereof.  Notwithstanding the foregoing this Option
shall become exercisable in full upon the retirement of the Director because of
age or permanent and total disability, or upon his death.


 


5.               This Option
will expire ten (10) years from the date hereof, unless sooner terminated or
cancelled in accordance with the provisions of the Plan.


 


6.               This Option
shall be exercised by delivering to the Secretary of the Company at its head
office a written notice stating the number of shares as to which the Option is
exercised.  The written notice must be
accompanied by payment of the full Option price for such shares.


 


 

















 


7.               All rights of
the Director in this Option, to the extent that it has not been exercised,
shall terminate upon the death of the Director (except as hereinafter
provided).  The Director may, by written
notice to the Company, designate one or more persons, including his legal
representative, who shall by reason of the Director’s death acquire the right
to exercise all or a portion of the Director’s Option.  The person so designated must exercise the
Option within the term of the Option set forth in paragraph 5.  The person designated to exercise the Option
after the Director’s death shall be bound by the provisions of the Plan.


 


8.               The Director
hereby designates the following person(s) as the one(s) who may exercise this
Option after his death as provided above:


 


 


	
   

  	
  Name:

  	
   

  	
   

  	
  Relationship:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Relationship:

  	
   

  	
   

  



 


 


The Director may change the above designation
at his pleasure by filing with the Secretary of the Company a written notice of
change.


 


IN WITNESS WHEREOF, the parties have executed
this Agreement in duplicate the day and year first above written.


 


	
   

  	
   

  	
  HEWLETT-PACKARD COMPANY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Lew
  Platt, President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  D.
  Craig Nordlund

  	
   

  
	
   

  	
   

  	
  Associate
  General Counsel

  	
   

  
	
   

  	
   

  	
  and
  Secretary