Exhibit 10(x)(x)


 


HEWLETT-PACKARD
COMPANY


1997 DIRECTOR STOCK PLAN COMMON STOCK PAYMENT AGREEMENT


 


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


 


WITNESSETH:


 


WHEREAS, the Company has established the
Hewlett-Packard Company 1997 Director Stock Plan (the “Plan”), a copy of which
is attached hereto as Exhibit “A” and made part hereof; and


 


WHEREAS, The Director has filed an election in
accordance with the terms of the Plan to be granted a Common Stock Payment (as
defined the Plan) 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 a Common Stock Payment (the “Shares”) in the amount of # OF SHARES  shares of its $0.01 par
value voting Common Stock upon the terms and conditions set forth herein.


 


1.               The Shares are granted under and pursuant to the Plan
and are subject to each and all of the provisions thereof.


 


2.               The Shares shall be deposited in certificate with the
Company’s Secretary or book entry form in escrow until the six-month
anniversary of the date of issuance.


 


3.               The Shares may not be pledged, sold or otherwise
assigned until all restrictions pertaining to such shares are terminated.


 


4.               The Shares shall be released from escrow and any
applicable restrictions shall terminate after the six-month anniversary of the
issuance date.


 


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


 


	
   

  	
   

  	
   

  	
  HEWLETT-PACKARD COMPANY

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Carleton S. Fiorina

  	
   

  
	
   

  	
   

  	
   

  	
  Chairman, President and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ann O. Baskins

  	
   

  
	
   

  	
   

  	
   

  	
  Vice President, General Counsel and Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
                      
  Name of Director

  	
   

  	
   

  	
   

  	
   

  
									



 

















 


HEWLETT-PACKARD COMPANY


1997 DIRECTOR STOCK PLAN OPTION AGREEMENT


 


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


 


WITNESSETH:


 


WHEREAS, the Company has established the
Hewlett-Packard Company 1997 Director Stock 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 $0.01 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.


 


5.               This Option will expire ten (10) years from the date
hereof, unless sooner terminated or canceled 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 this Option within the term of this Option set forth
in paragraph 5.  The person designated
to exercise this 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

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Carleton S. Fiorina

  	
   

  
	
   

  	
   

  	
   

  	
  Chairman and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Ann O. Baskins

  	
   

  
	
   

  	
   

  	
   

  	
  Senior Vice President, General Counsel and Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
                      
  Name of Director