Exhibit 10(z)(z)


 


	
   

  	
  1985 Stock Option Plan

  
	
   

  	
  Four Year Grant

  



 


COMPAQ COMPUTER CORPORATION


 


NONQUALIFIED STOCK OPTION AGREEMENT


 


 


                THIS AGREEMENT, made this ____ day of ____________,
19__, in Houston, Texas between COMPAQ COMPUTER CORPORATION, a Delaware corporation
(hereinafter called the “Company”), and ________________________________
(hereinafter called “Optionee”):


 


 


R E C I T A L S:


 


                The Company has adopted the Compaq Computer
Corporation 1985 Stock Option Plan (the “Plan”), which Plan is incorporated
herein by reference and made a part of this Agreement.


 


                The Company has determined that it would be in the
best interests of the Company and its stockholders to grant the option provided
for herein (the “Option”) to Optionee pursuant to the Plan and the terms set
forth herein as an inducement to remain in the service of the Company and as an
incentive for increased efforts during such service;


 


                NOW THEREFORE, in consideration of the mutual
covenants hereinafter set forth, the parties hereto agree as follows:


 


                1.  Grant
of the Option.  The Company hereby
grants to Optionee the right and option to purchase, on the terms and
conditions hereinafter set forth, all or any part of an aggregate of _______
shares of the presently authorized but unissued Common Stock of the Company
(hereinafter called the “Stock”).  The
purchase price of the Stock subject to this Option shall be $_______ per share,
which price is not less than the per share fair market value of such Stock as
of the date hereof.


 


                2.  Exercise
of Option.


 


                                (a) 
Providing the conditions of subparagraphs (b), (c), (d), and (e) of this
paragraph 2 have been satisfied, Optionee may exercise this Option to purchase
a number of shares of Stock which shall not exceed the difference between A and
B, where


 


                                                                A =  the product of the number of shares subject to this Option
multiplied by a


 


 


 


 

















 


fraction, the numerator of
which is the number of whole months which have elapsed since Optionee’s date of
this Agreement (not to exceed 48) and the denominator of which is 48.


 


                                                                B =  the number of shares of Stock previously acquired by Optionee’s
partial exercise of this Option.


 


                                (b) 
This Option may be exercised in whole or in part at any time during the
period beginning on the date of this Agreement first written above and ending
ten years from the date of this Agreement first above written, provided that
Optionee may not exercise this option more often than twice during any calendar
year.  The Option is not transferable or
assignable by the Optionee other than by will or the laws of descent and
distribution.  During the Optionee’s
lifetime, this Option shall be exercisable only by the Optionee.


 


                                (c) 
Options may be exercised in whole or in part with respect to whole
shares only within the period permitted for exercise thereof, and shall be
exercised by written notice of intent to exercise the Option with respect to a
specified number of shares delivered to the Company at its principal office and
payment in full to the Company at its principal office in the amount of the
option price for the number of shares of the Common Stock with respect to which
the Option is then being exercised.  The
payment of the option price shall be made in cash or by certified check, bank
draft, or postal or express money order payable to the order of the Company,
or, with the consent of the Board (or the Committee, if established by the
Board), in whole or in part in Common Stock valued at Fair Market Value which
is owned by the Optionee.


 


                                (d) 
This Option may not be exercised prior to the registration of the Stock
with the Securities and Exchange Commission and any applicable state
agencies.  However, this condition may
be waived by the Board (or Committee, if any) if it determines that such registration
is not necessary in order to legally issue shares of Stock to Optionee.


 


                                (e) 
Upon the Company’s determination that the Option has been validly
exercised as to any of the Stock, the Secretary of the Company shall issue
certificates in the Optionee’s name for the number of shares set forth in his
written notice.  However, the Company
shall not be liable to the Optionee for damages relating to any delays in
issuing the certificates to him, any loss of the certificates, or any mistakes
or errors in the issuance of the certificates or in the certificates
themselves.


 


                3.  Employment
of Optionee.  Subject to the terms
of any employment contract to the contrary, the Company shall have the right to
terminate or change the terms of employment of Optionee at any time and for any
reason whatsoever.


 


 


 

















 


                4.  Notices.  Any notice required to be given under the
terms of this Option Agreement shall be addressed to the Company in care of its
Secretary at the principal executive office of the Company in Houston, Texas,
and any notice to be given to Optionee shall be addressed to him at the address
given by him beneath his signature hereto or such other address as either party
hereto may hereafter designate in writing to the other.  Any such notice shall be deemed to have been
duly given when addressed as aforesaid, registered or certified mail, and
deposited (postage or registration or certification fee prepaid) in a post
office or branch post office regularly maintained by the United States.


 


                5.  Disputes.  As a condition of the granting of the Option
hereby, the Optionee and his heirs and successors agree that any dispute or
disagreement which may arise hereunder shall be determined by the Board (or
Committee, if any) in its sole discretion and judgment, and that any such
determination and any interpretation by the Board (or Committee, if any) of the
terms of this Option shall be final and shall be binding and conclusive, for
all purposes, upon the Company, Optionee, his heirs and personal
representatives.


 


                6.  Legend
on Certificates.  The certificates
representing the shares of Stock purchased by exercise of this Option will be
stamped or otherwise imprinted with a legend in such form as the Company or its
counsel may require with respect to any applicable restrictions on sale or
transfer and the stock transfer records of the Company will reflect
stop-transfer instructions with respect to such shares.


 


                7.  Option
Subject to Plan.  This Option is
subject to the Plan.  The terms and
provisions of the Plan (including any subsequent amendments thereto) are hereby
incorporated herein by reference thereto. 
In the event of a conflict between any term or provision contained
herein and a term or provision of the Plan, the applicable terms and provisions
of the Plan will govern and prevail. 
All definitions of words and terms contained in the Plan shall be
applicable to this Option.


 


                8.  Miscellaneous.


 


                                (a) 
All decisions of the Board (or Committee, if any) upon any questions
arising under the Plan or under this Option Agreement shall be conclusive.


 


                                (b) 
Nothing herein contained shall affect Optionee’s right to participate in
and receive benefits from and in accordance with the then current provisions of
any


 


 

















 


pension, insurance or other
employee welfare plan or program of the Company.


 


                                (c) 
Optionee agrees to make appropriate arrangements with the Company for
satisfaction of any applicable federal, state or local income tax, withholding
requirements or like requirements, including the payment to the Company at the
time of exercise of the Option of all such taxes and requirements.


 


                                (d) 
This Agreement shall be binding upon and inure to the benefit of any
successor or successors of the Company.


 


                                (e) 
The interpretation, performance and enforcement of this Option Agreement
shall be governed by the laws of the State of Delaware.


 


                IN WITNESS WHEREOF, the Company has, as of the date
and place first above written, caused this Agreement to be executed on its
behalf by its President or any Vice President, attested to by any Vice
President, and Optionee has hereunto set his hand as of the date and place
first above written, which date is the date of grant of this Option.


 


	
   

  	
   

  	
   

  	
  COMPAQ COMPUTER
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
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  “OPTIONEE”

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address: