Exhibit
10(a)


 


HEWLETT–PACKARD
COMPANY 2000 STOCK PLAN


 


 


1.  PURPOSES OF THE PLAN.


 


The purpose of this Plan is to encourage ownership in the Company by key
personnel whose long–term employment is considered essential to the
Company’s continued progress and, thereby, encourage recipients to act in the
shareowner’s interest and share in the Company’s success.


 


2.  DEFINITIONS.


 


As
used herein, the following definitions shall apply:


 


(a)                                  “Administrator” means the Board or any of its
Committees as shall be administering the Plan, in accordance with
Section 4 of the Plan.


 


(b)                                 “Affiliate” means any entity that is
directly or indirectly controlled by the Company or any entity in which the
Company has a significant ownership interest as determined by the Administrator.


 


(c)                                  “Applicable Laws” means the requirements relating
to the administration of stock option plans under U.S. federal and state laws,
any stock exchange or quotation system on which the Common Stock is listed or
quoted and the applicable laws of any foreign jurisdiction where Awards are, or
will be, granted under the Plan.


 


(d)                                 “Award” means a Cash Award, Stock Award, or Option
granted in accordance with the terms of the Plan.


 


(e)                                  “Awardee” means the holder of an
outstanding Award.


 


(f)                                    “Award Agreement” means a written or
electronic agreement between the Company and an Awardee evidencing the terms
and conditions of an individual Award. The Award Agreement is subject to the
terms and conditions of the Plan.


 


(g)                                 “Board” means the Board of Directors of the Company.


 


(h)                                 “Cash Awards” means cash awards granted
pursuant to Section 12 of the Plan.


 


(i)                                     “Code” means the United States Internal
Revenue Code of 1986, as amended.


 


 


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(j)                                     “Committee” means a committee
of Directors appointed by the Board in accordance with Section 4 of the
Plan.


 


(k)                                  “Common Stock” means the common stock of the
Company.


 


(l)                                     “Company” means Hewlett–Packard
Company, a Delaware corporation.


 


(m)                               “Consultant” means any person, including an
advisor, engaged by the Company or a Subsidiary to render services to such
entity or any person who is an advisor, director or consultant of an Affiliate.


 


(n)                                 “Director” means a member of the Board.


 


(o)                                 “Employee” means a regular employee of the
Company, any Subsidiary or any Affiliate, including Officers and Directors, who
is treated as an employee in the personnel records of the Company or its
Subsidiary for the relevant period, but shall exclude individuals who are
classified by the Company or its Subsidiary as (A) leased from or
otherwise employed by a third party; (B) independent contractors; or
(C) intermittent or temporary, even if any such classification is changed
retroactively as a result of an audit, litigation or otherwise. An Awardee
shall not cease to be an Employee in the case of (i) any leave of absence
approved by the Company or its Subsidiary or (ii) transfers between
locations of the Company or between the Company, any Subsidiary, or any
successor. Should an Awardee transfer from the Company to Agilent
Technologies, Inc. prior to the Distribution Date (as defined in
Section 1.20 of the Employees Matter Agreement between Agilent
Technologies, Inc. and the Company), the Awardee will cease to be an
Employee at the time of such transfer. Neither service as a Director nor
payment of a director’s fee by the Company shall be sufficient to constitute
“employment” by the Company.


 


(p)                                 “Exchange Act” means the Securities Exchange
Act of 1934, as amended.


 


(q)                                 “Fair Market Value” means, as of any date, the
average of the highest and lowest quoted sales prices for such Common Stock as
of such date (or if no sales were reported on such date, the average on the
last preceding day a sale was made) as quoted on the stock exchange or a
national market system, with the highest trading volume, as reported in such
source as the Administrator shall determine.


 


(r)                                    “Grant Date” means the date
selected by the Administrator, from time to time, upon which Awards are granted
to Participants pursuant to this Plan.


 


(s)                                  “Incentive Stock Option” means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of
the Code and the regulations promulgated thereunder.


 


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(t)                                    “Nonstatutory Stock Option” means an Option not
intended to qualify as an Incentive Stock Option.


 


(u)                                 “Officer” means a person who is an officer
of the Company within the meaning of Section 16 of the Exchange Act and
the rules and regulations promulgated thereunder.


 


(v)                                 “Option” means a stock option granted
pursuant to the Plan. Options granted under the Plan may be Incentive Stock
Options or Nonstatutory Stock Options.


 


(w)                               “Participant” means an Employee, Director or
Consultant.


 


(x)                                   “Plan” means this 2000 Stock Plan.


 


(y)                                 “Restricted Stock” means shares of Common Stock
acquired pursuant to a grant of a Stock Award under Section 11 of the
Plan.


 


(z)                                   “Share” means a share of the Common Stock, as adjusted in
accordance with Section 14 of the Plan.


 


(aa)                            “Stock Awards” means right to purchase or
receive Common Stock pursuant to Section 11 of the Plan.


 


(bb)                          “Subsidiary” means a “subsidiary
corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code.


 


3.  STOCK SUBJECT TO THE PLAN.


 


Subject to the provisions of Section 14 and Section  6(d) of
the Plan, the maximum aggregate number of Shares that may be issued under the
Plan is 250,000,000 Shares. The Shares may be authorized, but unissued, or
reacquired Common Stock. Preferred stock may be issued in lieu of Common Stock
for Awards.


 


If an Award expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject thereto, if any,
shall become available for future grant or sale under the Plan (unless the Plan
has terminated). Shares of Restricted Stock that are either forfeited or
repurchased by the Company at their original purchase price shall become
available for future grant or sale under the Plan. Shares that are tendered,
whether by physical delivery or by attestation, to the Company by the Awardee
as full or partial payment of the exercise price of any Award or in payment of
any applicable withholding for federal, state, city, local or foreign taxes
incurred in connection with the exercise of any Award shall become available
for future grant or sale under the Plan; provided, however, that the total
number of Shares so tendered from which Incentive Stock Options may be granted
shall not exceed 250,000,000.


 


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4.  ADMINISTRATION OF THE PLAN.


 


(a)           Procedure.


 


(i)                                     Multiple Administrative Bodies. The Plan may be
administered by different Committees with respect to different groups of
Participants.


 


(ii)                                  Section 162. To the extent that the
Administrator determines it to be desirable to qualify Awards granted hereunder
as “performance–based compensation” within the meaning of
Section 162(m) of the Code, the Plan shall be administered by a Committee
of two or more “outside directors” within the meaning of Section 162(m) of
the Code.


 


(iii)                               Rule 16–3. To the extent desirable to
qualify transactions hereunder as exempt under Rule 16b–3
promulgated under the Exchange Act (“Rule 16b–3”), the transactions
contemplated hereunder shall be structured to satisfy the requirements for
exemption under Rule 16b–3.


 


(iv)                              Other Administration. The Board may delegate to the
Executive Committee of the Board (the “Executive Committee”) the power to
approve Awards to Participants who are not (A) subject to Section 16
of the Exchange Act or (B) at the time of such approval, “covered
employees” under Section 162(m) of the Code.


 


(v)                                 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.


 


(b)                                 Powers of the Administrator. Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in
its discretion:


 


(i)                                     to select the Participants to
whom Awards may be granted hereunder;


 


(ii)                                  to determine the number of shares
of Common Stock to be covered by each Award granted hereunder;


 


 


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(iii)                               to approve forms of agreement for
use under the Plan;


 


(iv)                              to determine the terms and
conditions, not inconsistent with the terms of the Plan, of any Award granted
hereunder. Such terms and conditions include, but are not limited to, the
exercise price, the time or times when an Award may be exercised (which may or
may not be based on performance criteria), any vesting acceleration or waiver
of forfeiture restrictions, and any restriction or limitation regarding any
Award or the Shares relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;


 


(v)                                 to construe and interpret the
terms of the Plan and Awards granted pursuant to the Plan;


 


(vi)                              to adopt rules and
procedures relating to the operation and administration of the Plan to
accommodate the specific requirements of local laws and procedures. Without
limiting the generality of the foregoing, the Administrator is specifically
authorized (A) to adopt the rules and procedures regarding the
conversion of local currency, withholding procedures and handling of stock
certificates which vary with local requirements, (B) to adopt sub–plans
and Plan addenda as the Administrator deems desirable, to accommodate foreign
tax laws, regulations and practice;


 


(vii)                           to prescribe, amend and rescind
rules and regulations relating to the Plan, including rules and
regulations relating to sub–plans and Plan addenda;


 


(viii)                        to modify or amend each Award,
including the discretionary authority to extend the post–termination
exercisability period of Options longer than is otherwise provided for in the
Plan, provided, however, that any such amendment is subject to
Section 15(c) of the Plan and may not impair any outstanding Award
unless agreed to in writing by the Awardee;


 


(ix)                                to allow Awardees to satisfy
withholding tax obligations by electing to have the Company withhold from the
Shares to be issued upon exercise of an Award that number of Shares having a
Fair Market Value equal to the amount required to be withheld. The Fair Market
Value of the Shares to be withheld shall be determined on the date that the
amount of tax to be withheld is to be determined. All elections by an Awardee
to have Shares withheld for this purpose shall be made in such form and under
such conditions as the Administrator may deem necessary or advisable;


 


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(x)                                   to authorize conversion or
substitution under the Plan of any or all outstanding stock options or
outstanding stock appreciation rights held by service providers of an entity
acquired by the Company (the “Conversion Options”). Any conversion or
substitution shall be effective as of the close of the merger or acquisition.
The Conversion Options may be Nonstatutory Stock Options or Incentive Stock
Options, as determined by the Administrator; provided, however, that with
respect to the conversion of stock appreciation rights in the acquired entity,
the Conversion Options shall be Nonstatutory Stock Options. Unless otherwise
determined by the Administrator at the time of conversion or substitution, all
Conversion Options shall have the same terms and conditions as Options
generally granted by the Company under the Plan;


 


(xi)                                to authorize any person to
execute on behalf of the Company any instrument required to effect the grant of
an Award previously granted by the Administrator;


 


(xii)                             to make all other determinations
deemed necessary or advisable for administering the Plan and any Award granted
hereunder.


 


(c)                                  Effect of Administrator’s Decision. The Administrator’s
decisions, determinations and interpretations shall be final and binding on all
Awardees.


 


5.  ELIGIBILITY.


 


Awards may be granted to Participants, provided, however, that Incentive
Stock Options may be granted only to Employees of the Company or any
Subsidiary.


 


6.  LIMITATIONS.


 


(a)                                  Each Option shall be designated
in the Award Agreement as either an Incentive Stock Option or a Nonstatutory
Stock Option. However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value of the Shares with respect to which Incentive Stock
Options are exercisable for the first time by the Awardee during any calendar
year (under all plans of the Company and any Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options. For purposes of this
Section 6(a), Incentive Stock Options shall be taken into account in the
order in which they were granted. The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.


 


 


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(b)                                 For purposes of Incentive Stock
Options, no leave of absence may exceed ninety (90) days, unless
reemployment upon expiration of such leave is guaranteed by statute or
contract. If reemployment upon expiration of a leave of absence approved by the
Company is not so guaranteed, on the 91st day of such leave an Awardee’s
employment with the Company shall be deemed terminated for Incentive Stock
Option purposes and any Incentive Stock Option held by the Awardee shall cease
to be treated as an Incentive Stock Option and shall be treated for tax
purposes as a Nonstatutory Stock Option three (3) months thereafter.


 


(c)                                  No Participant shall have any
claim or right to be granted an Award and the grant of any Award shall not be
construed as giving a Participant the right to continue in the employ of the
Company, its Subsidiaries or Affiliates. Further, the Company, its Subsidiaries
and Affiliates expressly reserve the right, at any time, to dismiss a
Participant at any time without liability or any claim under the Plan, except
as provided herein or in any Award Agreement entered into hereunder.


 


(d)                                 The following limitations shall
apply to grants of Awards:


 


(i)                                     No Participant shall be granted,
in any fiscal year of the Company, Options to purchase more than 10,000,000
Shares.


 


(ii)                                  In connection with his or her
initial service, a Participant may be granted Options to purchase up to an
additional 10,000,000 Shares which shall not count against the limit set forth
in subsection (i) above.


 


(iii)                               If an Option is cancelled in the
same fiscal year of the Company in which it was granted (other than in
connection with a transaction described in Section 14), the cancelled
Option will be counted against the limits set forth in subsections (i) and
(ii) above.


 


(iv)                              The maximum aggregate number of
Shares underlying Stock Awards that may be granted under this Plan is twenty
million (20,000,000) Shares.


 


(v)                                 The maximum aggregate number of
Shares underlying Non–Statutory Stock Options with an exercise price of
less than Fair Market Value on the Grant Date that may be granted under Section
9(a)(ii) of this Plan is thirty million (30,000,000) Shares.


 


(vi)                              The foregoing limitations shall
be adjusted proportionately in connection with any change in the Company’s
capitalization as described in Section 14.


 


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7.  TERM OF PLAN.


 


Subject to Section 20 of the Plan, the Plan shall become effective
upon its adoption by the Board. It shall continue in effect for a term of ten
(10) years from the later of the date the Plan or any amendment to add
shares to the Plan is adopted by the Board unless terminated earlier under
Section 15 of the Plan.


 


8.  TERM OF AWARD.


 


The term of each Award shall be determined by the Administrator and
stated in the Award Agreement. In the case of an Option, the term shall be ten
(10) years from the Grant Date or such shorter term as may be provided in
the Award Agreement; provided that the term may be 10 1/2
years in certain jurisdictions outside the United States as determined by the
Administrator.


 


9.  OPTION EXERCISE PRICE AND CONSIDERATION.


 


(a)                                  Exercise Price. The per share exercise price for
the Shares to be issued pursuant to exercise of an Option shall be determined
by the Administrator, subject to the following:


 


(i)                                     In the case of an Incentive Stock
Option the per Share exercise price shall be no less than 100% of the Fair
Market Value per Share on the Grant Date.


 


(ii)                                  In the case of a Nonstatutory
Stock Option, the per Share exercise price shall be no less than seventy–five
percent (75%) of the Fair Market Value per Share on the Grant Date. In the case
of a Nonstatutory Stock Option intended to qualify as “performance–based
compensation” within the meaning of Section 162(m) of the Code, the
per Share exercise price shall be no less than 100% of the Fair Market Value
per Share on the Grant Date.


 


(iii)                               Notwithstanding the foregoing, at
the Administrator’s discretion, Conversion Options (as defined in
Section 4(b)(x)) may be granted with a per Share exercise price of less
than 100% of the Fair Market Value per Share on the Grant Date and shall not be
subject to the provisions of Section 6(d)(v) above.


 


(iv)                              Other than in connection with a
change in the Company’s capitalization (as described in Section 14(a)),
Options may not be repriced, replaced, regranted through cancellation or
modified without shareowner approval if the effect of such repricing,
replacement, regrant or modification would be to reduce the exercise price of
such Incentive Stock Options or Nonstatutory Stock Options.


 


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(b)                                 Vesting Period and Exercise Dates.  At the time an Option is granted, the
Administrator shall fix the period within which the Option may be exercised and
shall determine any conditions that must be satisfied before the Option may be
exercised.


 


(c)                                  Form of Consideration. 
The Administrator shall determine the acceptable form of consideration
for exercising an Option, including the method of payment. In the case of an
Incentive Stock Option, the Administrator shall determine the acceptable form
of consideration at the Grant Date. Acceptable forms of consideration may
include:


 


(i)                                     cash;


 


(ii)                                  check or wire transfer
(denominated in U.S. Dollars);


 


(iii)                               other Shares which (A) in
the case of Shares acquired upon exercise of an Option, have been owned by the
Awardee for more than six months on the date of surrender, and (B) have a
Fair Market Value on the date of surrender equal to the aggregate exercise
price of the Shares as to which said Option shall be exercised;


 


(iv)                              consideration received by the
Company under a cashless exercise program implemented by the Company in
connection with the Plan;


 


(v)                                 any combination of the foregoing
methods of payment; or


 


(vi)                              such other consideration and
method of payment for the issuance of Shares to the extent permitted by
Applicable Laws.


 


10. 
EXERCISE OF OPTION.


 


(a)                                  Procedure for Exercise; Rights as a Shareowner. Any Option granted
hereunder shall be exercisable according to the terms of the Plan and at such
times and under such conditions as determined by the Administrator and set
forth in the respective Award Agreement. No Option may be exercised during any
leave of absence other than an approved personal or medical leave with an
employment guarantee upon return. An Option shall continue to vest during any
authorized leave of absence and such Option may be exercised to the extent
vested upon the Awardee’s return to active employment status. An Option may not
be exercised for a fraction of a Share.


 


An
Option shall be deemed exercised when the Company receives (i) written or
electronic notice of exercise (in accordance with the Award Agreement) from the
person entitled to exercise the Option; (ii) full 


 


 


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payment
for the Shares with respect to which the related Option is exercised; and
(iii) with respect to Nonstatutory Stock Options, payment of all
applicable withholding taxes due upon such exercise.


 


Shares
issued upon exercise of an Option shall be issued in the name of the Awardee
or, if requested by the Awardee, in the name of the Awardee and his or her
spouse. Until the Shares are issued (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a
shareowner shall exist with respect to the Shares subject to an Option,
notwithstanding the exercise of the Option. The Company shall issue (or cause
to be issued) such Shares promptly after the Option is exercised. No adjustment
will be made for a dividend or other right for which the record date is prior
to the date the Shares are issued, except as provided in Section 14 of the
Plan.


 


Exercising
an Option in any manner shall decrease the number of Shares thereafter
available, both for purposes of the Plan and for sale under the Option, by the
number of Shares as to which the Option is exercised.


 


(b)                                 Termination of Employment. Unless otherwise provided for by
the Administrator in the Award Agreement, if an Awardee ceases to be an
Employee, other than as a result of circumstances described in
Sections 10(c), (d), (e) and (f) below, the Awardee’s Option,
whether vested or unvested, shall terminate immediately upon the Awardee’s
termination. On the date of the Awardee’s termination of employment, the Shares
covered by the unvested portion of his or her Option shall revert to the Plan.
If, prior to termination of employment, the Awardee does not exercise his or
her vested Option, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.


 


(c)                                  Disability or Retirement of Awardee. Unless otherwise
provided for by the Administrator in the Award Agreement, if an Awardee ceases
to be an Employee as a result of the Awardee’s total and permanent disability
or retirement due to age, in accordance with the Company’s or its Subsidiaries’
retirement policy, all unvested Options shall immediately vest and the Awardee
may exercise his or her Option within three (3) years of the date of such
disability or retirement for a Nonstatutory Stock Option; within three
(3) months of the date of such disability or retirement for an Incentive
Stock Option; or if earlier, the expiration of the term of such Option. If the
Awardee does not exercise his or her Option within the time specified herein,
the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan.


 


(d)                                 Death of Awardee. Unless otherwise provided for by
the Administrator in the Award Agreement, if an Awardee dies while an Employee,
all unvested


 


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Options
shall immediately vest and all Options may be exercised for one (1) year
following the Awardee’s death. The Option may be exercised by the beneficiary
designated by the Awardee (as provided in Section 16), the executor or
administrator of the Awardee’s estate or, if none, by the person(s) entitled to
exercise the Option under the Awardee’s will or the laws of descent or
distribution. If the Option is not so exercised within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.


 


(e)                                  Voluntary Severance Incentive Program. If an Awardee ceases
to be an Employee as a result of participation in the Company’s or its
Subsidiaries’ voluntary severance incentive program approved by the Board or
Executive Committee, all unvested Options shall immediately vest and all
outstanding Options shall be exercisable for three (3) months following
the Awardee’s termination (or such other period of time as provided for by the
Administrator) or, if earlier, the expiration of the term of such Option. If,
after termination, of Awardee’s employment the Awardee does not exercise his or
her Option within the time specified herein, the Option shall terminate, and
the Shares covered by such Option shall revert to the Plan.


 


(f)                                    Divestiture. If an Employee
ceases to be a Participant because of a divestiture of the Company, the
Administrator may, in its sole discretion, make such Employee’s outstanding
Options fully vested and exercisable and provide that such Options remain
exercisable for a period of time to be determined by the Administrator. The
determination of whether a divestiture will occur shall be made by the
Administrator in its sole discretion. If, after the close of the divestiture,
the Awardee does not exercise his or her Option within the time specified
therein, the Option shall terminate and the shares covered by such Option shall
revert to the Plan.


 


(g)                                 Buyout Provisions.  At any time, the
Administrator may, but shall not be required to, authorize the Company to offer
to buy out for a payment in cash or Shares an Award previously granted based on
such terms and conditions as the Administrator shall establish and communicate
to the Awardee in connection with such offer.


 


11. 
STOCK AWARDS.


 


(a)                                  General. Stock Awards may be issued
either alone, in addition to, or in tandem with other Awards granted under the
Plan. After the Administrator determines that it will offer a Stock Award under
the Plan, it shall advise the Awardee in writing or electronically, by means of
an Award Agreement, of the terms, conditions and restrictions related to the
offer, including the number of Shares that the Awardee shall be entitled to
receive or purchase, the price to be paid, if any, and, if applicable, the time
within which the Awardee must accept such offer. The offer shall be accepted by
execution 


 


 


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of
an Award Agreement in the form determined by the Administrator. The
Administrator will require that all shares subject to a right of repurchase or
forfeiture be held in escrow until such repurchase right or risk of forfeiture
lapses.


 


(b)                                 Forfeiture. Unless the Administrator
determines otherwise, the Award Agreement shall provide for the forfeiture of
the unvested Restricted Stock upon the Awardee ceasing to be an Employee except
as provided below in Sections 11(c), (d) and (e). To the extent that
the Awardee purchased the Restricted Stock, the Company shall have a right to
repurchase the unvested Restricted Stock at the original price paid by the
Awardee upon Awardee ceasing to be a Participant for any reason, except as
provided below in Sections 11(c), (d) and (e).


 


(c)                                  Disability or Retirement of Awardee. Unless otherwise
provided for by the Administrator in the Award Agreement, if an Awardee ceases
to be an Employee as a result of the Awardee’s total and permanent disability or
retirement due to age, in accordance with the Company’s or its Subsidiaries’
retirement policy, the Award shall continue to vest, provided the following
conditions are met:


 


(i)                                     The Awardee shall not render
services for any organization or engage directly or indirectly in any business
which, in the opinion of the Administrator, competes with, or is in conflict
with the interest of, the Company. The Awardee shall be free, however, to
purchase as an investment or otherwise stock or other securities of such organizations
as long as they are listed upon a recognized securities exchange or traded over–the–counter,
or as long as such investment does not represent a substantial investment to
the Awardee or a significant (greater than 10%) interest in the particular
organization. For the purposes of this subsection, a company (other than a
Subsidiary) which is engaged in the business of producing, leasing or selling
products or providing services of the type now or at any time hereafter made or
provided by the Company shall be deemed to compete with the Company;


 


(ii)                                  The Awardee shall not, without
prior written authorization from the Company, use in other than the Company’s
business, any confidential information or material relating to the business of
the Company, either during or after employment with the Company;


 


(iii)                               The Awardee shall disclose
promptly and assign to the Company all right, title and interest in any
invention or idea, patentable or not, made or conceived by the Awardee during
employment by the Company, relating in any manner to the actual or anticipated
business, research or development work of the Company and shall


 


 


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do anything reasonably necessary to enable the Company to
secure a patent where appropriate in the United States and in foreign
countries; and


 


(iv)                              An Awardee retiring due to age
shall render, as a Consultant and not as an Employee, such advisory or
consultative services to the Company as shall be reasonably requested by the
Board or the Executive Committee in writing from time to time, consistent with
the state of the retired Awardee’s health and any employment or other
activities in which such Awardee may be engaged. For purposes of this Plan, the
Awardee shall not be required to devote a major portion of time to such
services and shall be entitled to reimbursement for any reasonable out–of–pocket
expenses incurred in connection with the performance of such services.


 


(d)                                 Death of Awardee. Unless otherwise provided for by
the Administrator in the Award Agreement, if an Awardee dies while an Employee,
the Stock Award shall immediately vest and all forfeiture provisions and
repurchase rights shall lapse as to a prorated number of shares determined by
dividing the number of whole months since the Grant Date by the number of whole
months between the Grant Date and the date that the Stock Award would have
fully vested (as provided for in the Award Agreement). The vested portion of
the Stock Award shall be delivered to the beneficiary designated by the Awardee
(as provided in Section 16), the executor or administrator of the
Awardee’s estate or, if none, by the person(s) entitled to receive the
vested Stock Award under the Awardee’s will or the laws of descent or
distribution.


 


(e)                                  Voluntary Severance Incentive Program. If an Awardee
ceases to be an Employee as a result of participation in the Company’s or its
Subsidiaries’ voluntary severance incentive program approved by the Board or
Executive Committee, the Stock Award shall immediately vest and all forfeiture
provisions and repurchase rights shall lapse as to a prorated number of shares
determined by dividing the number of whole years since the Grant Date by the
number of whole years between the Grant Date and the date that the Stock Award
would have fully vested (as provided for in the Award Agreement).


 


(f)                                    Rights as a Shareowner. Unless otherwise
provided for by the Administrator, once the Stock Award is accepted, the
Awardee shall have the rights equivalent to those of a shareowner, and shall be
a shareowner when his or her acceptance of the Stock Award is entered upon the
records of the duly authorized transfer agent of the Company.


 


 


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12. 
CASH AWARDS.


 


Cash
Awards may be granted either alone, in addition to, or in tandem with other
Awards granted under the Plan. After the Administrator determines that it will
offer a Cash Award, it shall advise the Awardee in writing or electronically,
by means of an Award Agreement, of the terms, conditions and restrictions
related to the Cash Award.


 


13. 
NON–TRANSFERABILITY OF AWARDS.


 


Unless
determined otherwise by the Administrator, an Award may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
beneficiary designation, will or by the laws of descent or distribution and may
be exercised, during the lifetime of the Awardee, only by the Awardee. If the
Administrator makes an Award transferable, such Award shall contain such
additional terms and conditions as the Administrator deems appropriate.


 


14. 
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR ASSET
SALE.


 


(a)                                  Changes in Capitalization. Subject to any required action
by the shareowners of the Company, the number and kind of shares of Common
Stock covered by each outstanding Award, and the number and kind of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Awards have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Award, as well as the price per share of
Common Stock covered by each such outstanding Award, shall be proportionately
adjusted for any increase or decrease in the number or kind of issued shares of
Common Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without
receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been
“effected without receipt of consideration.” Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Award.


 


(b)                                 Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Awardee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an Option to
be fully vested and exercisable until ten (10) days prior to such
transaction. In addition, the Administrator may provide that any restrictions
on any Award shall lapse prior to the transaction, provided the proposed
dissolution or 


 


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liquidation
takes place at the time and in the manner contemplated. To the extent it has
not been previously exercised, an Award will terminate immediately prior to the
consummation of such proposed transaction.


 


(c)                                  Merger or Asset Sale. In the event there is a change
of control of the Company, as determined by the Board, the Board may, in its
discretion, (A) provide for the assumption or substitution of, or
adjustment to, each outstanding Award; (B) accelerate the vesting of
Options and terminate any restrictions on Cash Awards or Stock Awards; and
(C) provide for the cancellation of Awards for a cash payment to the
Awardee.


 


15. 
AMENDMENT AND TERMINATION OF THE PLAN.


 


(a)                                  Amendment and Termination. The Board may at any time amend,
alter, suspend or terminate the Plan.


 


(b)                                 Shareowner Approval. The Company shall obtain
shareowner approval of any Plan amendment to the extent necessary and desirable
to comply with Applicable Laws.


 


(c)                                  Effect of Amendment or Termination. No amendment,
alteration, suspension or termination of the Plan shall impair the rights of
any Award, unless mutually agreed otherwise between the Awardee and the
Administrator, which agreement must be in writing and signed by the Awardee and
the Company. Termination of the Plan shall not affect the Administrator’s
ability to exercise the powers granted to it hereunder with respect to Awards
granted under the Plan prior to the date of such termination.


 


16. 
DESIGNATION OF BENEFICIARY.


 


(a)                                  An Awardee may file a
written designation of a beneficiary who is to receive the Awardee’s rights
pursuant to Awardee’s Award or the Awardee may include his or her Awards in an
omnibus beneficiary designation for all benefits under the Plan. To the extent
that Awardee has completed a designation of beneficiary while employed with
Hewlett–Packard Company, such beneficiary designation shall remain in
effect with respect to any Award hereunder until changed by the Awardee.


 


(b)                                 Such designation of beneficiary
may be changed by the Awardee at any time by written notice. In the event of
the death of an Awardee and in the absence of a beneficiary validly designated
under the Plan who is living at the time of such Awardee’s death, the Company
shall allow the executor or administrator of the estate of the Awardee to
exercise the Award, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may allow
the spouse or one or more dependents or relatives of the Awardee to exercise
the Award.


 


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17. 
LEGAL COMPLIANCE.


 


Shares
shall not be issued pursuant to the exercise of an Option or Stock Award unless
the exercise of such Option or Stock Award and the issuance and delivery of
such Shares shall comply with Applicable Laws and shall be further subject to
the approval of counsel for the Company with respect to such compliance.


 


18. 
INABILITY TO OBTAIN AUTHORITY.


 


To
the extent the Company is unable to or the Administrator deems it infeasible to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company’s counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, the Company shall be relieved of any liability
with respect to the failure to issue or sell such Shares as to which such
requisite authority shall not have been obtained.


 


19. 
RESERVATION OF SHARES.


 


The
Company, during the term of this Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.


 


20. 
SHAREOWNER APPROVAL.


 


The
Plan shall be subject to approval by the shareowners of the Company within
twelve (12) months of the date the Plan is adopted. Such shareowner
approval shall be obtained in the manner and to the degree required under
Applicable Laws.


 


21. 
NOTICE.


 


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


 


22. 
GOVERNING LAW.


 


This
Plan and all determinations made and actions taken pursuant hereto shall be
governed by the substantive laws, but not the choice of law rules, of the state
of Delaware.


 


23. 
UNFUNDED PLAN.


 


Insofar
as it provides for Awards, the Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to Participants who are granted Awards
of Shares under this Plan, any such accounts will be used merely as a
bookkeeping convenience. Except for the holding of Restricted Stock in escrow
pursuant to Section 11, the Company shall not be required to segregate any
assets which may at any time be represented by Awards, nor shall this Plan be
construed as providing for such segregation, nor shall the Company nor the
Administrator be deemed to be a trustee of stock or cash to 


 


 


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be
awarded under the Plan. Any liability of the Company to any Awardee with
respect to an Award shall be based solely upon any contractual obligations
which may be created by the Plan; no such obligation of the Company shall be
deemed to be secured by any pledge or other encumbrance on any property of the
Company. Neither the Company nor the Administrator shall be required to give
any security or bond for the performance of any obligation which may be created
by this Plan.


 


***


 


10/27/00     Two for one stock split in the form of a
stock dividend


9/12/02       Section 10(g) amended and plan restated
by HR & Compensation Committee


11/21/02     Section 4.(a)(v) added and plan restated by
HR & Compensation Committee


 


 


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