Exhibit 10(x)


 


1993 METRIX STOCK OPTION
CONVERSION PLAN


 


PART 1.                PLAN ADMINISTRATION AND ELIGIBILITY


 


I.                              Purpose


 


The purpose of this 1993
Metrix Stock Option Conversion Plan (the “Plan”) is to comply with the
Agreement and Plan of Merger, dated as of May 20, 1993 (the “Merger
Agreement”), by and among Hewlett-Packard Company (the “Company”), Weaver
Acquisition Corporation, a wholly owned subsidiary of the Company (“Newco”),
Metrix Network Systems, Inc. (“Metrix”), Matthew L. Russell and Neeraj Sangal,
pursuant to which Newco was merged with and into Metrix, with the result that
Metrix was the survivor of the merger and thereby became a wholly-owned
subsidiary of the Company.  Pursuant to
the Merger Agreement, the Company agreed to convert all stock options
outstanding as of May 27, 1993, (the “Effective Date”) which were granted under
Metrix’s 1992 Stock Plan (the “Metrix Plan”) into options to purchase Common
Stock of the Company (“Conversion Options”).


 


II.                            Administration


 


                A
Stock Option Committee (the “Committee”), consisting of three or more
disinterested directors of the Company who are not participants in the Plan,
shall supervise and administer the Plan. 
All questions of interpretation of the Plan shall be determined by the
Committee and such determination shall be final and binding upon all persons
having an interest in the Plan.  Any or
all powers and discretion vested in the Committee under this Plan may be
exercised by any subcommittee so authorized by the committee.


 


                Delegation
of Authority for the Day-to-Day Administration of the Plan.  Except to the extent prohibited by applicable law or applicable rules of
a stock exchange, the Board or any of its committees as shall be administering
the Plan may delegate to one or more individuals the day-to-day administration
of the Plan and any of the functions assigned to it in this Plan. The
delegation may be revoked at any time.


 


III.                           Participation
in the Plan


 


Eligible participants in the
Plan include only those persons who were Metrix employees on the Effective Date
and who, on such date held valid and outstanding options to purchase shares of
Metrix Common Stock under Metrix’s 1992 Stock Plan (the “Optionees”).


 


 


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IV.                           Stock Subject to the
Plan


 


                The maximum number of shares which may be optioned
under the Plan shall be Eight Thousand Seven Hundred Seventy-Two (8,772) shares
of the Company’s $1 par value Common Stock.


 


                If
any outstanding option under the Plan for any reason expires or is terminated
without having been exercised in full, the shares allocable to the unexercised
portion of such option shall again become available for grant pursuant to the
Plan.


 


PART 2.                OPTIONS


V.                            Incentive Stock
Options


 


                Any
Conversion Option granted under the Plan may be designated by the Committee as
a non-statutory option or as an incentive stock option (“ISO”) entitled to
special tax treatment under Section 422 of the Internal Revenue Code of 1986,
as amended to date and as may be amended from time to time (the “Code”).


 


VI.                           Terms, Conditions and
Form of Options


 


                Each option converted under the
Plan shall be evidenced by a written agreement in the form approved by the
Committee (“Conversion Agreement”).  The
Conversion Agreement shall comply with and be subject to the following terms
and conditions:


 


A.            Options
Non-Transferable.  The
Conversion Options issued under the Plan are nontransferable except by will or
by the laws of descent and distribution, and may be exercised only by the
Optionee during his lifetime, as set forth in the applicable Conversion
Agreement issued pursuant to the Plan. 
The Plan authorizes an Optionee to designate a person to exercise a
Conversion Option after the death of the Optionee.


B.            Period
of Option.  Each
Conversion Option issued under the Plan became immediately exercisable in full
as of the Effective Date and may be exercised at any time prior to its
expiration.  No Conversion Option may be
exercised to any extent by anyone after the date of expiration of the
Conversion Option.


C.            Exercise
of Options.  Conversion
Options may be exercised by written notice to the Secretary of the Company,
accompanied by payment in full of the option price of the shares purchased as
well as any estimated U.S. Federal, state or local income or employment taxes
which the Company is or will be required to withhold with respect to shares
acquired by the Optionee upon exercise of an Option.  Amounts received in payment of option prices are retained by the
Company.


The provisions
regarding payment of the option price are the same in the Conversion Agreement
as were specified in the Optionee’s applicable Metrix stock option
agreement:  the option price must be
paid in cash or by check or, at the discretion 


 


 


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of
the Committee (a) by delivery of the Optionee’s personal recourse notes bearing
interest payable not less than annually at no less than one hundred percent
(100%) of the lowest applicable federal rate, as defined in Section 1274(d) of
the Code, or (b) any combination of cash, check or note.


D.            Termination
of Options.  A Conversion
Option expires on the same date that the Optionee’s Metrix stock option would
have expired if it had not been converted. 
In most cases, Conversion Options will expire on the tenth (10th)
anniversary of the Option Date.  The
Optionee should refer to the Conversion Agreement which controls his Conversion
Option for confirmation of the expiration date.  The Option may be terminated prior to its expiration date in the
event of the Optionee’s death, retirement, disability, resignation or
termination of employment with the Company or a subsidiary.


E.             Exercise
by Representative Following Death of Employee.  If an Optionee dies while in the employ of
the Company or a subsidiary, his Conversion Option may be exercised by the
Optionee’s estate or legally designated beneficiary, to the same extent that
the Optionee was entitled to exercise it on the date of his death, for one (1)
year after the Optionee’s death.  After
this period, the Conversion Option will terminate.  However, the Conversion Option may not be exercised with respect
to any shares which were not vested shares on the date of the Optionee’s death;
furthermore, the Conversion Option may not be exercised to any extent by anyone
after its expiration date.


F.             Buyout
Provisions. At any time, the Committee may, but shall not be
required to, authorize the Company to offer to buy out for a payment in cash or
shares a Conversion Option previously granted based on such terms and
conditions as the Committee shall establish and communicate to the Optionee in
connection with such offer.


VII.                         Modification, Extension
and Renewal of Options


 


                The
Committee shall have the power to modify, extend or renew outstanding options,
provided that any such action may not have the effect of altering or impairing
any rights or obligations of any option previously granted without the consent
of the Optionees.


VIII.                        Option Price


 


                The exercise price per share
(“Option Price”) of the Company’s Common Stock under a Conversion Option was
calculated by dividing $84.875 by a fraction, the numerator of which is
$8,300,000 and the denominator of which is the 5,000,000 shares of Metrix
Common Stock immediately prior to the Effective Date of the Merger, multiplied
by the exercise price of the Metrix option immediately prior to the Effective
Date of the Merger.


 


 


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PART 3.                GENERAL PROVISIONS


 


IX.                           Assignments


 


The rights and benefits under this Plan may not be
assigned except for the designation of a beneficiary as provided in Section VI.


 


X.                            Time
for Granting Options


                Options
issued under the Plan are conversions of preexisting Metrix stock options;
consequently, they do not constitute newly granted options.  The grant date (“Option Date”) of a
Conversion Option is therefore the same as the grant date of the Metrix stock
option which was converted.


XI.                           Limitation of Rights.


A.            No Right to an Option.  Nothing in the Plan shall be construed to
give any personnel of Metrix any right to be granted additional options after
the Effective Date of the Merger.


B.            No Employment Right.  Neither the Plan, nor the conversion of a
Metrix Option pursuant to the Plan, shall constitute or be evidence of any
agreement or understanding, express or implied, that Metrix or the Company will
employ an Optionee for any period of time or in any position, or at any
particular rate of compensation.


C.            No Shareholders’ Rights for Options.  An Optionee shall have no rights as a
shareholder with respect to the shares covered by his options until the date of
the issuance to him of a stock certificate therefore, and no adjustment will be
made for dividends or other rights for which the record date is prior to the
date such certificate is issued.


XII.                         Changes in Present
Stock


 


                In the event of any merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
or other change in the corporate structure or capitalization affecting the
Company’s present Common Stock, appropriate adjustment shall be made by the
Board of Directors in the number (including the aggregate numbers specified in
Section IV) and kind of shares which are or may become subject to options
converted hereunder, and in the option price of shares which are subject to
option converted hereunder.


 


 


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XIII.                        Change in Control


 


All previously
unvested Conversion Options outstanding at the time of a change in control of
the Company shall become vested in full or released from restrictions, as
appropriate, upon such change in control. 
“Change in control” for purposes of this section shall mean the
acquisition by an investor or group of investors of shares sufficient to elect
a majority of directors of the Company under California law.


XIV.                        Effective
Date of the Plan


 


The effective date
of the Plan is May 27, 1993.


XV.                         Amendment
of the Plan


 


The Committee may
suspend or discontinue the Plan or revise or amend it in any respect
whatsoever; provided, however, that the Committee may seek shareholder approval
of an amendment if determined to be required by or advisable under regulations
of the Securities and Exchange Commission or the Internal Revenue Service, the
rules of any stock exchange on which the Company’s stock is listed or other applicable
law or regulations.


XVI.                        Notice


 


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


XVII                       Company Benefit Plans


 


Nothing contained
in this Plan shall prevent the employee prior to death, or the employee’s
dependents or beneficiaries after the employee’s death, from receiving, in
addition to any awards provided for under this Plan and any salary, any
payments under a Company retirement plan or which may be otherwise payable or
distributable to such employee, or to the employee’s dependents or
beneficiaries under any other plan or policy of the Company or otherwise.


XVIII.                     Governing Law


 


This Plan and all
determinations made and actions taken pursuant hereto shall be governed by the
law of the State of California and construed accordingly.


 


 


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9/12/02                                  Part
2, Section VI(F) added and plan restated by HR & Compensation Committee


11/21/02                            Part
1, Section II added new paragraph and plan restated by HR & Compensation
Committee


 


 


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