Exhibit
10(s)(s)


 


HEWLETT-PACKARD
COMPANY


 


EMPLOYEE
STOCK PURCHASE PLAN


 


(Amended and Restated as of June 30, 2000)


 


 


The following constitute the provisions of the
Employee Stock Purchase Plan (“Plan”) of Hewlett-Packard Company (hereinafter
sometimes referred to as “Company” or “employer”):


 


1.                                       Purpose.  The Plan is
designed to foster continued cordial employee relations and to encourage
maximum participation in Company stock ownership by its employees and employees
of its subsidiaries.


 


2.                                       Applicability of Participating Subsidiaries. 
A participating subsidiary is any subsidiary or affiliated corporation
of the Company which shall be authorized to participate under the Plan pursuant
to a resolution of the Executive Committee or the Board of Directors of the
Company and which shall elect to participate pursuant to a resolution of its
own board of directors.  In the event
and so long as a subsidiary corporation of the Company is a participating
subsidiary, the term “employees” as used in the Plan shall be deemed to include
the employees of such subsidiary and the term “employer” shall be deemed to
mean such subsidiary corporation as to its participating employees.


 


3.                                       Eligibility.  All regular
full-time and regular part-time (20 hours or more per week on a regular
schedule) employees are eligible to participate.  Eligible employees may commence participation (a) at the
beginning of the first full payroll cycle after they become eligible, or (b) on
the first day of any fiscal quarter following the quarter in which they become
eligible; provided, however, that eligible employees of a participating
subsidiary may also commence participation in the month following the date such
subsidiary first commences participation, assuming they would otherwise be
eligible to participate in the Plan. For purposes of this Plan, “employee”
means a regular, active employee of the Company or a participating subsidiary
who is treated as an employee in the personnel records of the Company, but
shall exclude individuals classified by the Company as leased from or otherwise
employed by a third party, as independent contractors, or as intermittent or
temporary employees, even if any such classification is changed retroactively
as a result of an audit, litigation or other event.  In the event any employee shall be in an inactive status for any
period during a quarter, he shall not be eligible to make contributions to the
Plan during the period of inactive status. 
Such employees may continue participation to the extent they receive
eligible earnings in any quarter. 
Employees on a approved leave of absence or who are deemed to be on
inactive pay status will not forfeit Company Shares (as defined below) issued
pursuant to the Plan solely on the basis of employment status.  Rehired employees will be treated as new
employees for the purpose of eligibility.


 


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4.                                       Joining the Plan.  Any eligible
employee’s participation in the Plan shall be effective after he has initiated
his enrollment. Enrollment may be made through such media as the Company shall
permit.  Participation in the Plan shall
also be effective after an eligible employee completes, signs and returns to
the Company an Employee Stock Purchase Plan Enrollment Agreement form
indicating his acceptance and agreement to the Plan.  The enrollment procedures may vary by country.  Participation shall commence at such time
following enrollment as described in Section 3 above.


 


5.                                       Stock Purchase Price.  The stock purchase price (“Purchase
Price”) will be the lowest of the following:


 


(a)                                  The average of the daily closing prices
for the full quarter;


 


(b)                                 The average of the daily closing prices
for the last five (5) trading days of the quarter; or


 


(c)                                  The closing price on the last trading day
of the quarter.


 


All prices shall be based
on prices as reported in The Wall Street Journal or such other source
as the Company, in its discretion, shall determine.


 


6.                                       Employee’s Contribution. 
Except as provided in this Section, each employee may elect to make contributions
under the Plan by payroll deduction of any amount up to, but not exceeding, 10%
of his base earnings, exclusive of all bonuses, pay for overtime work, and
other extra compensation.  Salesmen’s
commissions and shift differential are considered eligible base earnings.  Certain legally-mandated bonuses paid to
employees of participating subsidiaries may be included in eligible base
earnings upon  approval of the Executive
Committee or the Board of Directors. 
Notwithstanding anything to the contrary contained herein, prior to the
time that the Company distributes the shares of Agilent Technologies, Inc.
(“Agilent”) held by the Company to the Company’s stockholders (the “Spin-off”),
the payroll deductions under this Plan of an employee who is transferred from
the Company to Agilent or one of its subsidiaries or affiliates shall be
automatically transferred Agilent’s Employee Stock Purchase Plan (the “Agilent
ESPP”), and such payroll deductions shall be treated for all purposes under the
Agilent ESPP as if they had been originally made thereunder.  Similarly, prior to the Spin-off, the
payroll deductions under the Agilent ESPP of an employee of Agilent or one of
its subsidiaries or affiliates who is transferred to the Company shall be
automatically transferred to this Plan, and such pay roll deductions shall be
treated for all purposes under this Plan as if they had been originally made
hereunder.


 


Any employee who, in a given calendar year, is unable
to participate in the 401(K) program of the Company’s Tax Saving Capital
Accumulation (“TAXCAP”) because the employee has reached the annual maximum
salary deferral level or the annual maximum compensation level set forth in
Section 402 or 401(a)(17), respectively, of the Internal Revenue Code of 1986
or successor statutes, shall be eligible to make contributions for the
remainder of that calendar year of any amount up to but not 


 


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exceeding 10% of base earnings.  A participant of both TAXCAP and the Plan will
be able to contribute up to 5% to the Plan when he also makes the maximum
contribution to TAXCAP (pursuant to TAXCAP and the policies and procedures
applicable thereto).  However, if a
participant contributes more than 5% to the Plan, the total of his
contributions to TAXCAP and the Plan cannot exceed 10% of base earnings.


 


The amount of each
employee’s contribution shall be held by the employer in a special account, and
such contributions, free and clear of any obligation to pay interest thereon,
shall be credited to such employee’s individual account as soon as practical
after each pay day.


 


7.                                       Employer’s Contribution. 
Subject to the participation requirements specified in Section 3, on the
last day of each fiscal quarter (the Vesting Date), the balance of the
employee’s account will be applied toward the purchase of the greatest even
number of shares of Company common stock at the Purchase Price.  For every two shares of stock purchased by
the employee (“Employee Shares”), the Company will contribute one additional
share of stock (“Company Shares”).  The
Company Shares will be subject to the restrictions described in Section 8.


 


8.                                       Issuance of Stock.  Company
Shares will be issued to each participating employee in accordance with Section
7.  Company Shares contributed to the
employee’s account may not be sold or transferred by the employee until after
the completion of a two-year period following the share acquisition quarter’s
Vesting Date (the “Restriction Period”). 
Company Shares issued in any quarter will be automatically forfeited by
the employee in the event the employee terminates employment with the Company
prior to the lapse of the Restriction Period for any reason other than as set
forth in the third paragraph of Section 10. 
With respect to an employee of Agilent at the time of the Spin-off (a)
the Restriction Period applicable to any Employee Shares will automatically
accelerate and lapse at the time of the Spin-off and such Employee Shares will
be distributed as soon as administratively practicable after the Spin-off; and
(b) such employee shall forfeit any Company Shares as to which the applicable
Restriction Period has not lapsed at the time of the Spin-off and shall also
forfeit any shares of Agilent common stock received pursuant to the Spin-off in
connection with such forfeited Company Shares.


 


An employee of the
Company at the time of the Spin-off shall forfeit any shares of Agilent common
stock received pursuant to the Spin-off in connection with Company Shares of
such employee.  The Company shall
replace such forfeited Agilent shares with Company Shares of equivalent values
as soon as administratively practicable following the Spin-off and such
replacement Company Shares shall be subject to the same Restriction Periods as
applicable to the Company Shares with respect to which the forfeited Agilent
shares were issued.  The value of
forfeited Agilent shares shall be as reasonably determined by the Company.


 


Participating
international subsidiaries may elect to have Company Shares issued


 


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with respect to Employee Shares purchased by employees
of that subsidiary at the end of the Restriction Period rather than
simultaneously with the issuance of Employee Shares.  Such issuance will be made only with respect to Employees, who at
the termination of the Restricted Period, remain eligible.


 


9.                                       Statement of Ownership. 
Employee Shares and Company Shares issued to participants pursuant to
the Plan will be held in book-entry form and each employee will receive a
Statement of Ownership in lieu of a Stock Certificate.  The Statement of Ownership will show the
Employee Shares and Company Shares credited to the employee’s book-entry
account.  An Employee may elect to
receive stock certificates for Employee Shares credited to the employee’s book
entry account at any time.  Upon the
lapse of each Restriction Period, an employee may elect to receive stock
certificates for the Company Shares for which the Restriction Period has
expired.


 


10.                                 Termination of Participation. 
The employee’s participation in the Plan will be terminated when the
employee voluntarily elects to withdraw from the Plan.  In this event, all funds accrued in his
account shall be promptly distributed to him and he shall not be eligible to
participate in the Plan prior to the next succeeding quarter.  No funds may be withdrawn by an employee
from his account except by termination of participation in the Plan.


 


Except as set forth in
the next paragraph, the employee’s participation in the Plan will be terminated
upon the employee’s termination of employment. 
In this event, all funds accrued in his account shall be promptly
distributed to him and he shall forfeit any Company Shares held in the book-entry
account that are still subject to the Restriction Period.


 


In the event an employee
participating in the Plan retires because of age, becomes totally and
permanently disabled, dies, terminates employment pursuant to the Company’s
Voluntary Severance Incentive program or transfers between foreign and domestic
locations of the Company or its subsidiaries, any Company Shares held in the
book-entry account will not be forfeited. 
In such event, the Restriction Period for such shares will automatically
accelerate and lapse as soon as administratively practicable.  In the event of a divestiture by the Company
of a business or subsidiary, the Company may, in its absolute and sole
discretion, provide that the Restriction Period applicable to the Company
Shares of any affected employee shall accelerate and lapse.


 


11.                                 Definition of “Quarter.” 
The term “quarter” as used in the Plan shall mean a fiscal quarter based
on the Company’s November 1 – October 31 fiscal year.


 


12.                                 Administration of the Plan. 
The Plan shall be administered by such officers or other employees of
the employer as it may from time to time select, and the persons so selected
shall be responsible for the administration of the Plan and the determination
of eligibility status of employees. 
Statements of account will be included in each participating employee’s
payroll statement promptly following the Vesting Date, which sets forth the
amounts of the respective contributions, stock purchased and remaining 


 


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cash balances, if
any.  All costs and expenses incurred in
administering the Plan shall be paid by the employer.  Notwithstanding anything to the contrary herein, the
administrator may adopt rules or procedures relating to the operation and administration
of the Plan to accommodate the specific requirements of local laws and
procedures.  Without limiting the
generality of the foregoing, the administrator may adopt rules and procedures
regarding the handling of payroll deductions, payment of interest, conversion
of local currency, payroll tax, withholding procedures and handling of stock
certificates, all of which may vary with local requirements.


 


13.                                 Modifications and Termination. 
The Company reserves the sole and exclusive right, either as to its
employees or its subsidiaries or both, to terminate this Plan at any time in
its entirety or modify the Plan from time to time by resolution of its Board of
Directors.  The employer shall promptly
give notice of any modification or termination of the Plan to its employees
affected, and in the event of termination of the Plan as to any employee, shall
promptly distribute to such employee the balance of his account.  In the event that this Plan is terminated in
its entirety, the Restriction Period of all shares held in book-entry accounts
on behalf of participating employees will automatically accelerate and lapse on
the date of this Plan’s termination; provided, however, that merely ceasing to
accept payroll deductions from employees shall not be deemed a termination of
this Plan.


 


14.                                 Assignability of Rights. 
To the extent permitted by law, no rights of any employee under this
Plan shall be assignable by him voluntarily, by operation of law, or otherwise
than by will, or by the laws of descent and distribution.


 


15.                                 Applicable Law.  The interpretation,
performance and enforcement of this Plan shall be governed by the laws of the
State of Delaware, without giving effect to that state’s choice of law rules.


 


16.                                 Plan Term.  The Plan
shall continue in effect until terminated pursuant to Section13.


 


IN WITNESS WHEREOF, the Company has caused this
document to be executed by its duly authorized officer on this 30th
day of June, 2000.


 


	
   

  	
  HEWLETT-PACKARD COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  _________________________________

  
	
   

  	
   

  	
  Susan P. Orr

  
	
   

  	
  Title: 

  	
  Chair of the Compensation
  Committee

  
	
   

  	
   

  



 


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