Exhibit
10(u)(u)


 


 


HEWLETT-PACKARD
COMPANY


<PLAN>


STOCK
OPTION AGREEMENT (NON-QUALIFIED)


 


        THIS AGREEMENT, dated <GRANT DATE>  ("Grant Date") between
HEWLETT-PACKARD COMPANY, a Delaware corporation ("Company"), and
<EMPNO> <NAME> ("Employee"), is entered into as follows:


 


WITNESSETH:


 


        WHEREAS,
the Company has established the <PLAN> ("Plan"), a copy of
which can be found on the Stock Incentive Program Web Site at:  http://hrpay11.corp.hp.com/options/portal/stock/stok_opt.htm  or by written or telephonic request
to the Company Secretary, and which Plan is made a part hereof; and


 


      WHEREAS, the HR and Compensation
Committee of the Board of Directors of the Company or its delegate
("Committee") has determined that the Employee shall be granted an
option under the Plan as hereinafter set forth;


 


        NOW
THEREFORE, the parties hereby agree that the Company grants the Employee an
option ("Option") to purchase <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 Employee
otherwise than by will or the laws of descent and distribution, and is
exercisable only by the Employee during his lifetime.  This Option may not be transferred, assigned, pledged or
hypothecated by the Employee 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, nor may it be exercised as to more than
one-fourth the number of shares covered herein before the second anniversary
hereof, nor may it be exercised as to more than one-half of the number of
shares covered herein before the third anniversary hereof, nor may it be
exercised as to more than three-fourths the number of shares covered herein
before the fourth anniversary hereof. 
Notwithstanding the foregoing, this Option shall be exercisable in full
upon the retirement of the Employee because of age or permanent and total
disability, or upon his death.   (vest#2)


 


5.                     This Option will expire ten (10)  years from the Grant Date, unless sooner
terminated or canceled in accordance with the provisions of the Plan.  This means that this Option must be
exercised, if at all, on or before <EXPIRE DATE>.   The Employee shall be solely responsible
for exercising this Option, if at all, prior to its expiration date.  The Company shall have no obligation to
notify the Employee of this Option’s 
expiration.


 


6.                     This Option may 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; provided, however, that no such
exercise shall be with respect to fewer than twenty-five (25) shares or the
remaining shares covered by the Option if less than twenty-five.  The written notice must be accompanied by
the payment of the full Option price of such shares.  Payment may be in cash or shares of the Company's Common Stock or
a combination thereof to the extent permissible under applicable law; provided,
however, that any payment in shares shall be in strict compliance with all
procedural rules established by the Committee.


 


7.                     All rights of the Employee in this Option, to the
extent that it has not been exercised, shall terminate upon the death of the
Employee (except as hereinafter provided) or termination of his employment for
any reason other than retirement because of age, in accordance with the
Company’s retirement policy, or permanent and total disability, and in case of
such retirement three (3) years from the date thereof; provided, however, that
in the event of the Employee's death his legal representative or designated
beneficiary shall have the right to exercise all or a portion of the Employee's
rights under this Agreement within the time prescribed for exercise after the
death of the Employee as provided herein. 
The representative or designee must exercise the Option within one (1)
year after the death of the Employee, and shall be bound by the provisions of
the Plan.  In all cases, however, this
Option will expire no later than the expiration date set forth in Paragraph 5.


 


8.                     The Employee shall remit to the Company payment for
all applicable withholding taxes, and required social security contributions at
the time the Employee exercises any portion of this Option.  To the extent that the


 


 

















 


Employee’s payment is
insufficient,  the Employee  authorizes the Company, its Affiliates and
Subsidiaries, which are qualified to deduct tax at source, to deduct  all applicable  withholding taxes and social security contributions from the
Employee’s compensation.  The Employee
agrees to pay any amounts that cannot be satisfied from wages or other cash
compensation, to the extent permitted by law. 
Alternatively, or in addition, if permissible under local law, Employee
agrees that HP may (1) sell or arrange for the sale of shares of HP common
stock acquired to meet the applicable withholding obligation, and
(2) withhold in shares of HP common stock, provided that HP only withholds the amount of shares
of HP common stock necessary to satisfy the minimum withholding amount.


 


9.                     By accepting the grant of this Option, the Employee
acknowledges and agrees: (i) that the Plan is discretionary in nature and may
be amended, suspended or terminated by the Company at any time; (ii) that the
grant of this Option is a one-time benefit which does not create any
contractual or other right to receive future grants of options, or benefits in
lieu of options; (iii) that all determinations with respect to any such future
grants, including, but not limited to, the times when options shall be granted,
the maximum number of shares subject to each option, the option price, and the
time or times when each option shall be exercisable, will be at the sole
discretion of the Company; (iv) that participation in the Plan is voluntary;
(v) that the Employee’s participation in the Plan shall not create a right to
further employment with the Employee’s employer and shall not interfere with
the ability of the Employee’s employer to terminate the Employee’s employment
relationship at any time with or without cause insofar as permitted by
law;  (vi)  that the value of this Option is an extraordinary item of
compensation which is outside the scope of the Employee's employment contract,
if any; (vii) that this Option is not part of normal or expected compensation,
and will not be included for purposes of calculating any severance,
resignation, redundancy, end of service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments insofar as permitted by law;
(viii) that the vesting of any option ceases upon termination of employment for
any reason except as may otherwise be explicitly provided in the Plan document
or this Agreement; (ix)  that this
Option has been granted to the Employee in the Employee’s status as an employee
of his employer; and (x) that if the underlying stock does not increase in
value, this Option will have no value.


 


10.               The Company will assess its requirements regarding
tax, social insurance and other payroll tax (“tax-related items”) withholding
and reporting in connection with this Option, including the grant, vesting or
exercise of this Option and the sale of shares acquired pursuant to such
exercise.  These requirements may change
from time to time as laws or interpretations change. Regardless of the Company’s
actions in this regard, the Employee acknowledges and agrees that the ultimate
liability for any and all tax-related items is and remains the Employee’s
responsibility and liability and that the Company (i) makes no representations
nor undertakings regarding the treatment of any tax-related items in connection
with any aspect of this Option, including the grant, vesting or exercise of
this Option and the subsequent sale of shares acquired pursuant to such
exercise; and (ii)  does not commit to
structure the terms or the grant or any aspect of this Option to reduce or
eliminate the Employee’s liability regarding tax-related items.


 


11.               By accepting the grant of this Option, the Employee
explicitly and unambiguously consents to the collection, use, processing and
transfer, in electronic or other form, of personal data by and among, as applicable, the Company, its Subsidiaries, its Affiliates and certain third parties, for
the exclusive purpose of implementing, administering and managing Employee’s
participation in the Plan. The Employee understands that the Company,
its Affiliates, its Subsidiaries and the Employee’s employer hold certain
personal information about the Employee, including, but not limited to, name,
home address and telephone number, date of birth, social security number or
other employee identification number, salary, nationality, job title, any
shares of stock or directorships held in the Company, details of all options or
any other entitlement to shares of stock awarded, canceled, purchased,
exercised, vested, unvested or outstanding in the Employee’s favor, that may be
used for the purpose of implementing, managing and administering the Plan
(“Data”). The Employee further understands that the Company and/or its
Affiliates and/or its Subsidiaries will transfer Data amongst themselves or to
third parties as necessary for the purpose of implementation, administration
and management of the Employee’s participation in the Plan. The Employee
understands that these recipients may be located in the European Economic Area,
or elsewhere, such as the United States and that the recipient country may have
different data privacy laws and protections than Employee’s country. The
Employee authorizes them to receive, possess, use, retain and transfer the Data,
in electronic or other form, for the purposes of implementing, administering
and managing the Employee’s participation in the Plan, including any requisite
transfer of such Data, as may be required for the administration of the Plan
and/or the subsequent holding of shares on behalf of the Employee, to a broker
or other third party with whom the Employee may elect to deposit any shares of
stock acquired pursuant to the Plan. 
Employee understands that Data will be held only as long as is necessary
to implement, administer and manage participation in the Plan. The Employee
understands that he may, at any time, review Data, require any necessary
amendments to it or refuse or withdraw the consents herein, in any case without
cost, by contacting the Company in writing. The Employee understands that
withdrawing consent may affect the Employee’s ability to participate in the
Plan.  For more information on the
consequences of 


 


 

















 


refusing to consent or
withdrawing consent, Employee understands that he may contact an HP local human
resources representative.


 


12.               The Employee agrees to receive copies of the Plan, the
Plan prospectus and other Plan information, including information prepared to
comply with laws outside the United States, from the Stock Incentive Program
Web Site referenced above and stockholder information, including copies of any
annual report, proxy and Form 10K, from the investor relations section of the
HP web site at www.hp.com.  The
Employee acknowledges that  copies of
the Plan, Plan prospectus, Plan information and stockholder information are
available upon written or telephonic request to the Company Secretary.


 


13.               The Plan is incorporated herein by reference. The Plan
and this Agreement constitute the entire agreement of the parties with respect
to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and the Employee with respect to the
subject matter hereof, and may not  be
modified adversely to the Employee's interest except by means of a writing
signed by the Company and the Employee. 
This Agreement is governed by the internal substantive laws, but not the
choice of law rules, of Delaware.


 


14.               Neither the Plan nor this Agreement nor any provision
under either shall be construed so as to grant the Employee any right to
employment, and it is expressly agreed and understood that employment is
terminable at the will of either party.


 


	
   

  	
  HEWLETT-PACKARD COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  

  
	
   

  	
   

  	
  Carleton S. Fiorina

  
	
   

  	
   

  	
  Chairman and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  

  
	
   

  	
   

  	
  Ann O. Baskins

  
	
   

  	
   

  	
  Senior Vice President, General Counsel and Secretary

  



 


RETAIN THIS AGREEMENT FOR YOUR
RECORDS