Exhibit 10(g)(g)


 


 


Hewlett-Packard
Company


Executive
Deferred Compensation Plan 


(Amended
and Restated effective October 1, 2002)


 


Section
1.   Establishment and Purpose of Plan


 


                The Hewlett-Packard Company
Executive Deferred Compensation Plan was adopted and established effective
January 1, 1994, and has been amended from time to time.  The Plan provides deferred compensation for
a select group of management or highly compensated employees as  established
in Title I of ERISA.  Effective October
1, 2002, the Plan is hereby amended and restated.


 


                The Plan is  intended to be an unfunded
and unsecured deferred compensation arrangement between the Participant and the
Company, in which the Participant agrees to give up a portion of the
Participant’s current compensation in exchange for the Company’s unfunded and
unsecured promise to make a deferred payment at a future date, as specified in
Section 6.  The Company retains the
right, as provided in Section  14, to amend or terminate the Plan at any
time. Certain capitalized words used in the text of the Plan are defined in
Section 21 in alphabetical order.


 


Section
2.  Participation in the Plan.


 


                All Eligible Employees are
eligible to defer Base Pay or Bonuses under the Plan


 


Section
3. Timing and Amounts
of Deferred Compensation


 


                Eligible Employees shall make
elections to participate in the Plan, as follows:


 


                3.1           Base Pay Deferrals.


 


                                3.1.1        Timing of Base Pay Deferral.  With respect to a deferral of Base Pay, an
election to participate must be made prior to December 16 of the calendar year
preceding the calendar year with respect to which an election to defer Base Pay
is made, in accordance with any procedures established by the Committee.


 


                                3.1.2        Amount of Base Pay Deferral.  Once an election is made by an  Eligible
Employee, an annual whole dollar amount will be deferred from Base Pay, taken
equally over the twenty-four (24) pay periods falling within the calendar year
to which the election pertains.  The
minimum amount of Base Pay which may be deferred is $6,000 per calendar
year.  The maximum amount of Base Pay
which may be deferred each calendar year is equal to the amount of Base Pay
exceeding the amount defined in Code section 401(a)(17), as adjusted by the
Secretary of the Treasury under Code section 415(d), in effect on January 1 of
the calendar year to which the deferral election pertains.


 


 


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                3.2           Bonus Deferrals.


 


                                3.2.1        Timing of Bonus Deferral.  Participants must make an election to defer
an H1 Bonus and/or H2 Bonus before December 16 of the calendar year ending
within the fiscal year to which the H1 and H2 Bonuses pertain, in accordance
with any procedures established by the Committee.  Participants must make an election to defer the Deferred Cash
Bonus or any other Bonus that is neither an H1 Bonus nor an H2 Bonus in
accordance with any procedures established by the Committee.  Notwithstanding the foregoing, an election
to defer an H2 Bonus may be amended or revoked at any time prior to the
commencement of the Performance Period to which the H2 Bonus relates, in
accordance with any procedures established by the Committee.


 


                3.2.2        Amount of Bonus Deferral.   An Eligible Employee may defer any portion,
up to 95%, of any Bonus to which he or she may become entitled, so long as the
deferral amount is expressed in terms of a whole percentage point.  Once an election is made by an  Eligible
Employee to defer a portion of a Bonus, the appropriate amount will be
withheld from the Bonus when the amount of the Bonus has been certified by the
Committee (with respect to a Bonus under the BSC Plan or PFR Plan), but not
before the Bonus would otherwise have been paid to the Participant in cash
under the plan from which the Bonus is payable.


 


                3.3           Effect of Taxes on Maximum
Deferrals.  Notwithstanding any
provision herein to the contrary, and to the extent consistent with the terms
of the BSC Plan and PFR Plan, the Company may withhold Taxes from any cash
payment made under such plans, owing as a result of any deferral or payment
hereunder, as the Company deems appropriate in its sole discretion.  If, with respect to the pay period within
which a deferral, payment or Bonus is made under this Plan or other plans from
which a Bonus is payable, the Participant receives insufficient actual cash
compensation to cover such Taxes, then the Company may withhold any remaining
Taxes owing from the Participant’s subsequent cash compensation received, until
such Tax obligation is satisfied, or otherwise make appropriate arrangements with
the Participant for satisfaction of such obligation.


 


                3.4           Committee Discretion.  Notwithstanding anything in this Section 3 to the contrary, the
Committee shall have the discretion to modify the availability and timing of a
valid deferral election under this Section 3, in any manner it deems
appropriate; provided, however, that any alteration with respect to a Covered
Officer must be consistent with the requirements for deductibility of
compensation under section 162(m) of the Code.


 


Section
4.  Deferral Accounts.


 


                4.1           In General.  Amounts deferred pursuant to Section 3 shall
be credited to a Deferral Account in the name of the Participant. Deferred
Amounts arising from deferrals of Base Pay shall be credited to a Deferral
Account at least quarterly.  Deferrals
resulting from amounts credited to a Participant’s Deferral Account from the
deferral of Bonuses shall be credited to a Deferral Account as soon as
practicable after the Committee — as appropriate under, and in accordance with,
the terms of the plan from which the Bonus is payable - has certified the
amount of a Bonus, but not before
the Bonus would otherwise have been paid to the Participant in cash.  The
Participant’s rights in the Deferral Account shall be no greater than the
rights of 


 


 


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any other unsecured general creditor of the
Company.  Deferred Amounts and Earnings
thereon invested hereunder shall for all purposes be part of the general funds
of the Company.  Any payout to a
Participant of amounts credited to a Participant’s Deferral Account are not
due, nor are such amounts ascertainable, until the Payout Commencement Date.


 


                4.2           Hewlett-Packard Company Officers Early Retirement Plan
Deferrals.  A Deferral Account may
be created or credited pursuant to the termination of the Hewlett-Packard
Company Officers Early Retirement (OER) Plan, as restated effective October 31,
1999.  Except as otherwise provided in
this Section 4.2, an OER Deferral shall be forfeited in full, if the
Termination Date of a Rollover Participant for whom the OER Deferral was
created or credited, occurs prior to April 1, 2001.  Notwithstanding the foregoing, the OER Deferral of a Rollover
Participant shall not be forfeited due to his or her Termination Date occurring
prior to April 1, 2001, if the Rollover Participant has attained the age of 58
on or before March 31, 1999.


 


Section
5.  Earnings on the Deferral Account.


 


                5.1           Crediting in General.  Amounts in a Participant’s Deferral Account
will be credited at least quarterly with Earnings until such amounts are paid
out to the Participant under this Plan as set forth in Section 6.   All Earnings attributable to the Deferral
Account shall be added to the liability of and retained therein by the
Company.  Any such addition to the
liability shall be appropriately reflected on the books and records of the
Company and identified as an addition to the total sum owing the
Participant.  The Deferral Account of a
Rollover Participant shall be credited with Earnings at the same time and
accounted for in the same manner as the Deferral Account of a Participant
(regardless of the Rollover Participant’s eligibility to participate in the
Plan), pro-rated to reflect the date on which the deferral account from a
Rollover Plan is transferred into the Plan.


 


                5.2           Hypothetical Investment Choice.  Except as otherwise provided in this Section 5.2, and subject to provisions of
Section 4.1, the Committee may, in its discretion, offer Participants a choice
among various hypothetical investments on which their Deferral Accounts may be
credited.  Such a choice is nominal in
nature, and grants Participants no real or beneficial interest in any specific
fund or property.  Provision of a choice
among hypothetical investment options grants the Participant no ability to
affect the actual aggregate investments the Company may or may not make to
cover its obligations under the Plan. 
Any adjustments the Company may make in its actual investments for the
Plan may only be instigated by the Company, and may or may not bear a
resemblance to the Participants’ hypothetical investment choices on an
account-by-account basis.  The timing,
allowance and frequency of hypothetical investment choices, and a Participant’s
ability to change how his or her Deferral Account is credited, is within the
sole discretion of the Committee.


 


                5.3           OER Deferral Fund.  The balanced Fund, referenced in Section
21.16.3, with respect to which OER Deferrals are credited, is a frozen
fund.  Participants will not have, among
the hypothetical investment choices, the right to request that additional
Deferral Account balances be credited in accordance with the deemed return on
investment of this Fund.  However,
Participants may choose to have any or all of the balance of a Deferral Account
being credited in accordance with the deemed return on investment of this Fund,
credited instead using 


 


 


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any of
the hypothetical investment choices referenced in Section 5.2.


 


Section
6.  Payout to the Participants.


 


                6.1           Termination After Retirement Date.  If a Participant’s Termination Date is on or
after his or her Retirement Date and the Participant’s Deferral Account balance
is no less than $15,000 on the Retirement Date, an election as to the form and
commencement of benefit may be made in accordance with this Section 6.1.  An election under this section is only valid
if made before the date which is at least twelve (12) months prior to the
Participant’s Termination Date, and on or before the last day of the calendar
year preceding the Termination Year.


 


                                6.1.1        Form of Payout.  A Participant making a valid election under
this Section 6.1 may elect to receive either (a) a single lump sum payout by
January 15 of the year following the Termination Year, or (b) a payout in
annual installments over a five (5) to fifteen (15) year period beginning with
the January 15 following the Termination Year.


 


                                6.1.2        Commencement of Payout.  A Participant making a valid election under this Section 6.1 may elect to further defer
the Payout Commencement Date, under either the single lump sum or the annual
installment election addressed in Section 6.1.1, by an additional  one (1), two (2) or three (3) years
beginning after the January 15 following the Termination Year.


 


                                6.1.3        Earnings on Deferral Accounts.  Whatever the form of payout under Section 6,
and whatever the timing of the Payout Commencement Date, the Deferral Account
of a Participant shall continue to be credited with Earnings until all amounts
in such an account are paid out to the Participant.


 


                6.2           Default Form and Commencement of Payout.  If a Participant’s Termination Date is on or
after his or her Retirement Date, a valid election under Section 6.1 is not
made, and the Participant’s Deferral Account balance is no less than $15,000 on
the Retirement Date, then the Participant shall receive his or her payout in
annual installments over the fifteen (15) year period beginning with the
January 15 following the Termination Year. 
If, however, such Deferral Account balance is less than $15,000 on the
Retirement Date, then the Participant shall receive a single lump sum payout as
soon as practicable after the Retirement Date.


 


                6.3           Death
of Participant.  If a Participant
dies and an election was made under Section 6.1, the Beneficiary shall be paid
according to the election even though the election was not made twelve (12)
months or more prior to the Participant’s death.  If the Participant dies and no election was made, and the Participant’s
Deferral Account balance is no less than $15,000 on the date of death, then the
Beneficiary will receive the payout in annual installments over the fifteen
(15) year period beginning with the January 15 in the calendar year following
the year of the Participant’s death. If, however, such Deferral Account balance
is less than $15,000 on the date of death, then the Beneficiary shall receive a
single lump sum payout as soon as practicable after the date of death.


 


                6.4           Termination Prior to Retirement Date.  If the Participant’s Termination Date 


 


 


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precedes
his or her Retirement Date, then the Participant will receive a single lump sum
payout as soon as practicable after the Termination Date.


 


                6.5           Committee Discretion.  Notwithstanding anything in this Section 6 to the contrary, the
Committee shall have the discretion to modify the availability and timing of a
valid election under Section 6.1, and the timing, form and amount (e.g.,
payouts affected by a forfeiture under Section 4.2) of any payout, in any
manner it deems appropriate; provided, however, that any alteration with
respect to a Covered Officer must be consistent with the requirements for
deductibility of compensation under section 162(m) of the Code.


 


Section
7.  Hardship Provision.


 


                7.1           Unforeseeable Emergencies.  Neither the Participant nor his or her
Beneficiary is eligible to withdraw amounts credited to a Deferral Account
prior to the time specified in Section 6.   
However, such credited amounts may be subject to early withdrawal if an
unforeseeable emergency occurs that is caused by an event beyond the
Participant’s or Beneficiary’s control and would result in severe financial
hardship to the individual if early withdrawal is not permitted.  A severe financial hardship exists only when
all other reasonably available financial resources have been exhausted.   The Committee shall have sole discretion to determine whether to
approve any hardship withdrawal, which amount will be limited to the amount
necessary to meet the emergency.    The
Committee’s decision will be final and binding on all interested parties.


 


                7.2           Waiting Period. 
If the Committee approves a hardship withdrawal, the Participant (1) may
not defer Base Pay, as specified in Section 3, for the remainder of the calendar
year within which the hardship withdrawal is received, or for the next
succeeding calendar year, and (2) may not defer Bonuses, as specified in
Section 3, for the remainder of the fiscal year in which the hardship
withdrawal is received, or for the next succeeding fiscal year.


 


Section
8.  Other Access to Deferral Accounts.


 


                8.1           Unanticipated Needs.  Neither the Participant nor his or her Beneficiary is eligible to
withdraw amounts credited to a Deferral Account prior to the time specified in
Section 6. However, such credited amounts may be subject to early
withdrawal if an unanticipated need for funds occurs, other than a need
specified in Section 7; provided that the Participant permanently forfeits ten
(10) percent of the amount to be withdrawn. 
Additionally, withdrawals based on an unanticipated need for funds may
be made no more than once each calendar year and the amount to be withdrawn
must be at least $12,000.


 


                8.2           Waiting Period. 
If the Participant withdraws amounts credited to a Deferral Account
under this section, he or she (1) may not defer Base Pay, as specified in
Section 3, for the remainder of the calendar year within which the withdrawal
is received, or for the next succeeding calendar year, and (2) may not defer
Bonuses, as specified in Section 3, for the remainder of the fiscal year in
which the withdrawal is received, or for the next succeeding fiscal year.


 


 


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Section
9.  Designation of Beneficiary


 


                The Participant shall, by written
notice to the Company,  (1) at the time
of the first election designate a Beneficiary hereunder, and (2) shall have the
right thereafter to change any Beneficiary previously designated by the
Participant. In the case of a Participant’s death, payment due under this Plan
shall be made to the designated Beneficiary or, in the absence of such
designation, by will or the laws of descent and distribution in the state of
residence of the Participant.


 


Section
10.  Change in Control


 


                10.1         Discretion
to Accelerate.  In the event of a
proposed change in control of the Company, as defined below, the Committee
shall have complete authority and discretion, but no obligation, to accelerate
payments of both terminated and active Participants.


 


                10.2         Proposed Change in Control.  A “proposed change in control” shall mean (1) a tender offer by
any person or entity, other than the Company or a Company subsidiary, to
acquire securities representing 40 percent or more of the voting power of the
Company or (2) the submission to the Company’s shareholders for approval of a
transaction involving the sale of all or substantially all of the assets of the
Company or a merger of the Company with or into another corporation.


 


                10.3         Request for Negotiation.  The Committee may also ask the Board of Directors to negotiate,
as part of any agreement involving the sale or merger of the Company, or a sale
of substantially all of the Company’s assets or a similar transaction, terms
providing for protection of Participants and their interests in the Plan.


 


Section
11.  Limitation on Assignments


 


                Benefits under this Plan are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment or garnishments by creditors of the Participant
or the Participant’s Beneficiary and any attempt to do so shall be void.


 


Section
12.  Administration


 


                12.1         Administration by Committee.  The Plan shall be administered by the
Committee.  No member of the Committee
shall become a Participant of the Plan.  
The Committee shall have the sole  authority to interpret the Plan, to
establish and revise rules and regulations relating to the Plan and to make any
other determinations that it believes necessary or advisable for the
administration of the Plan.  Decisions and determination by the
Committee shall be final and binding upon all parties, including shareholders,
Participants,  Beneficiaries  and other employees.  The Committee may delegate its
administrative responsibilities as it deems appropriate.


 


                12.2         Books and Records. 
Books and records maintained for the purpose of the Plan shall be
maintained by the officers and employees of the Company at its expense and
subject to supervision and control of the Committee.


 


 


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Section
13.  No Funding Obligation


 


                The Company is under no
obligation to transfer amounts credited to the Participant’s Deferral Account
to any trust or escrow account, and the Company is under no obligation to
secure any amount credited to a Participant’s Deferral Account by any specific
assets of the Company or any other asset in which the Company has an
interest.  This Plan shall not be
construed to require the Company to fund any of the benefits provided hereunder
nor to establish a trust for such purpose 
The Company may make such arrangements as it desires to provide for the
payment of benefits, including, but not limited to, the establishment of a
rabbi trust or such other equivalent arrangements as the Company may
decide.  No such arrangement shall cause
the Plan to be a funded plan within the meaning of Title I of ERISA, nor shall
any such arrangement change the nature of the obligation of the Company nor the
rights of the Participants under the Plan as provided in this document.  Neither the Participant nor his or her
estate shall have any rights against the Company with respect to any portion of
the Deferral Account except as a general unsecured creditor.  No Participant has an interest in his or her  Deferral Account until the Participant
actually receives the deferred payment.


 


Section
14.   Amendment and Termination of the Plan.


 


                The Company, by action of the Committee,
in its sole discretion may suspend or terminate the Plan or revise or amend it
in any respect whatsoever; provided, however, that amounts already allocated to
the Deferral Accounts will continue to be owed to the Participants or
Beneficiaries and will continue to accrue Earnings and continue to be a
liability of the Company.  Any amendment
or termination of the Plan will not affect the entitlement of any Participant
or the Beneficiary of a Participant who terminates employment before the
amendment or termination.  All benefits
to which any Participant or Beneficiary may be entitled shall be determined
under the Plan as in effect at the time the Participant terminates employment
and shall not be affected by any subsequent change in the provisions of the
Plan; provided, that the Company reserves the right to change the basis of
return on investment of the Deferral Account with respect to any Participant or
Beneficiary.  Participants or
Beneficiaries will be given notice prior to the discontinuance of the Plan or
reduction of any benefits provided by the Plan.


 


Section
15.  Tax Withholding.


 


                If the Company concludes that
Tax is owing with respect to any deferral of income or payment hereunder, the
Company shall withhold such amounts from any payments due the Participant, or
otherwise make appropriate arrangements with the Participant or his or her
Beneficiary for satisfaction of such obligation.


 


 


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Section
16.  Choice of Law.


 


                This Plan, and all rights under
this Plan, shall be interpreted and construed in accordance with ERISA and, to
the extent not preempted, the law of the State of Delaware, unless otherwise
stated in the Plan.


 


Section
17.  Notice.


 


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


 


Section
18.  No Employment Rights.


 


                Nothing in the Plan, nor any
action of the Company pursuant to the Plan, shall be deemed to give any person
any right to remain in the employ of the Company or affect the right of the
Company to terminate a person’s employment at any time, with or without cause.


 


Section
19. Rollovers from
other Plans.


 


                19.1         Discretion to Accept.  The Committee shall have complete authority and discretion, but
no obligation, to allow the Plan to create Deferral Accounts for Rollover
Participants and credit such accounts with amounts to reflect the Rollover
Participant’s deferral account in a Rollover Plan.  The amounts credited to such Deferral Accounts are fully subject
to the provisions of this Plan.  Reference
in the Plan to such a crediting as a “rollover” or “transfer” of assets from a
Rollover Plan is nominal in nature, and confers no additional rights upon a
Rollover Participant other than those specifically set forth in the Plan.


 


                19.2         Status of Rollover Participants.  A Rollover Participant and his or her
Beneficiary are fully subject to the provisions of this Plan, except as
otherwise expressly set forth herein.  A
Rollover Participant who is not already a Participant in the Plan and is not
otherwise eligible to participate in the Plan at the time of rollover, shall
not be entitled to make any additional deferrals under the Plan unless and
until he or she has becomes an Eligible Employee under the terms of the Plan.


 


                19.3         Payment to Rollover Participants.  If at the time of rollover or transfer,
payments from a Rollover Participant’s account in a Rollover Plan have already
commenced from a Rollover Plan, he or she shall continue to receive such
payments in accordance with the form and timing of payment provisions of such
plan.  If a Rollover Participant is not
yet eligible to receive payments from the Rollover Plan at the time of the
rollover or transfer, he or she is bound by the payout provisions of this Plan.


 


Section
20.  Code Section 162(m).


 


                With respect to Covered
Employees, this Plan is designed to satisfy the special requirements for
performance-based compensation set forth in Section 162(m)(4)(C) of the 


 


 


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Code,
and the Plan shall be so construed. 
Furthermore, if a provision of the Plan as it relates to a Covered
Officer causes a deferral or payment to fail to satisfy these special
requirements, the Plan shall be deemed amended to satisfy the requirements to
the extent permitted by law and subject to Committee approval.


 


Section
21.  Definitions.


 


                21.1         Balanced
Score Card Plan or BSC Plan refers to the Hewlett-Packard Company
Balanced Score Card Plan, as amended from time to time, formerly known as the
Hewlett-Packard Company Executive Pay-for-Results Plan.


 


                21.2         Base Pay means the annual base cash compensation,
determined on October 1 preceding the calendar years within which deferrals are
to be made, for employees on the U.S. payroll of the Company, excluding
commissions, overtime pay, bonuses or Bonuses, shift differential, payments
under the Hewlett-Packard Company Disability Plan, or any other additional
compensation.


 


                21.3         Beneficiary means the person or persons designated by
a Participant under Section 9 to receive any amounts payable under the Plan in
the event of the Participant’s death.


 


                21.4         Bonus refers to an H1 Bonus, an H2 Bonus,  the Deferred Cash Bonus and any other bonus
that the Committee may deem from time to time eligible to be deferred under
this Plan.


 


                21.5         Code means the Internal Revenue Code of 1986, as
amended from time to time.


 


                21.6         Committee means the HR and Compensation Committee of
the Board of Directors of the Company, or its delegate.


 


                21.7         Company means Hewlett-Packard Company, a Delaware
corporation, and any business entity within the Hewlett-Packard Company
consolidated group.


 


                21.8         Company Performance Bonus Plan or CPB Plan
refers to the Company’s Company Performance Bonus Plan, as amended from time to
time.


 


                21.9         Covered Officer shall have the same meaning as set
forth in the PFR Plan.


 


                21.10       Deferral Account means the account balance of a
Participant in the Plan created from Deferred Amounts or from a credit to a
Participant’s account from a Rollover Plan, and the Earnings thereon prior to
payout to the Participant.


 


                21.11       Deferred
Amount means the amount the Participant elects to have deferred from Base
Pay and/or a Bonus, pursuant to Section 3.


 


                21.12       Deferred Cash Bonus means the deferred cash bonus,
which is a bonus arising from, and as defined in, the Merger Transition
Deferred Cash Agreement entered into by and 


 


 


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between
the Eligible Employee and the Company in connection with the merger of the
Company and Compaq Computer Corporation.


 


                21.13       Earnings refers to the deemed return on investment (or charge on investment loss)
allocated to the Participant’s Deferral Account, based on the return of the
Fund.


 


                21.14       Eligible Employee means an individual who is an active
(i.e., not on paid or unpaid leave) and regular employee on the U.S. payroll of
the Company on the first day of October preceding the calendar years within
which deferrals are to be made, who has Base Pay  at such time equal to or in
excess of the sum of (1) the amount defined in Code section 401(a)(17), which
is in effect on January 1 of the calendar year to which the deferral election
pertains, as adjusted by the Secretary of the Treasury under Code section
415(d), plus (2) $6,000; notwithstanding the foregoing, individuals who are classified
by the Company as (A) leased from or otherwise employed by a third party, (B)
independent contractors, or (C) intermittent or temporary, even if such
classification is changed retroactively as a result of an audit, litigation or
otherwise shall be excluded.


 


                21.15       ERISA means the Employee Retirement Income Security Act
of 1974, as amended from time to time.


 


21.16       Fund means-


 


21.16.1    With respect to Earnings credited to
deferrals of Base Pay or Bonuses, those funds representing the investment returns
of the hypothetical investment choices designated by the Committee from time to
time, in accordance with the provisions of Section 5;


 


21.16.2    With respect to Earnings credited to the
Deferral Account of a Covered Officer, the term Fund shall specifically refer
to the Vanguard Institutional Index Fund, or such other fund as permitted in
accordance with Section 5; and


 


21.16.3    With respect to an OER Deferral, the term
Fund shall specifically refer to a fund the investments of which are comprised
of a mix of debt and equity, as chosen in the sole discretion of the Committee,
and as subject to the forfeiture provisions of Section 4.2.


 


                21.17       H1 Bonus means a Bonus arising from the Performance
Period described by the first half of the Company’s fiscal year (November 1
through April 30), as defined in the BSC Plan, PFR Plan and the CPB Plan. The
term “H1 Bonus” also relates to any other bonus payable to a Participant on the
same cycle as the BSC Plan, PFR Plan and CPB Plan — i.e., with a Performance
Period defined by the first half of the Company’s fiscal year (November 1
through April 30).


 


                21.18       H2 Bonus means a Bonus arising from the Performance
Period described by the second half of the Company’s fiscal year (May 1 through
October 31), as defined in the BSC 


 


 


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Plan,
PFR Plan and CPB Plan. The term “H2 Bonus” also relates to any other bonus
payable to a Participant on the same cycle as the BSC Plan, PFR Plan and CPB
Plan — i.e., with a Performance Period defined by the second half of the
Company’s fiscal year (May 1 through October 31).


 


                21.19       OER Deferral means that portion of a Participant’s
Deferral Account comprised of amounts deferred and credited to the account
arising from the termination of the Hewlett Packard Company Officers Early
Retirement Plan, as restated effective October 31, 1999, including any earnings
thereon.


 


                21.20       Participant
means any individual who has benefits in a Deferral Account under the Plan or
who is receiving or entitled to receive benefits under the Plan.  The term Participant also refers to a
Rollover Participant, except where expressly provided otherwise.


 


                21.21       Pay-for-Results Short-Term Bonus Plan or “PFR” Plan
refers to ““the Hewlett-Packard Company Pay-for-Results Short-Term Bonus Plan,
as amended from time to time.


 


                21.22       Payout Commencement Date means the date on which the
payout to a Participant of amounts credited to his or her Deferral Account
first commence.


 


                21.23       Performance Measure shall have the same meaning as set
forth in the PFR Plan.


 


                21.24       Performance Period shall have the same meaning as set
forth in the PFR Plan.


 


                21.25       Plan means, unless preceded by (i) “BSC” in which case
the term refers to the BSC Plan, (ii) “PFR” in which case the term refers to
the PFR Plan, (iii) “CPB” or “Company Performance Bonus” in which case the term
refers to the CPB Plan, or (iv) “Rollover” in which case the term refers to a
Rollover Plan, the Hewlett-Packard Company Executive Deferred Compensation
Plan, as adopted effective January 1, 1994, as amended and restated from time
to time.


 


                21.26       Retirement Date means (1) the date on which a
Participant has completed at least 15 years of service, as defined in the
Retirement Plan, and has attained age 55; or (2) the Termination Date of a
Participant who participated in the Hewlett-Packard Company 2002 Enhanced Early
Retirement Program and who terminated employment during the period June 14,
2002 through August 31, 2002.  For
purposes of Section 21.26(1) above, the Committee may, in its discretion,
permit the years of service of a Rollover Participant to include the years of
service with the employer for which a Rollover Participant worked immediately
preceding employment with the Company.


 


                21.27       Retirement Plan means the Hewlett-Packard Company
Retirement Plan, as amended from time to time.


 


                21.28       Rollover Participant means an individual with a
Deferral Account in the Plan transferred from a Rollover Plan in accordance
with the provisions of Section 19.  The
term Rollover Participant may also refer to an individual who has previously
been a Participant in the 


 


 


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Plan, or
an existing Participant at the time of transfer.


 


                21.29       Rollover Plan means either-


 


21.29.1    The nonqualified deferred compensation plan
of a business entity acquired by the Company through acquisition of a majority
of the voting interest in, or substantially all of the assets of, such entity;
or,


 


21.29.2    Any plan or program of the Company, or any
employing business entity within the Hewlett-Packard Company consolidated
group, including but not limited to the Hewlett-Packard Company Officers Early
Retirement Plan, pursuant to the termination of which a Deferral Account is
created or added to for a Participant or Rollover Participant.


 


                21.30       Tax or Taxes means any federal, state, local, or
any other governmental income tax, employment or payroll tax, excise tax, or
any other tax or assessment owing with respect to amounts deferred, any
Earnings thereon, and any payments made to Participants under the Plan.


 


                21.31       Termination Date means the date on which the
Participant ceases to be an employee of the Company.


 


                21.32       Termination Year means the calendar year within which a
Participant’s Termination Date falls.


 


Section
22.  Execution


 


IN
WITNESS WHEREOF, the Company has caused this Plan to be duly amended and
restated by the undersigned this
         day of
                               ,
2002, effective October 1, 2002.


 


Hewlett-Packard Company


 


 


 


	
  By:

  	
   

  
	
   

  	
  Philip M. Condit

  
	
   

  	
  Chair, HR and Compensation
  Committee

  



 


 


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