<PAGE>   1
                                                                  EXHIBIT 10.12
DIRECTOR KEY GRANT
CONFIDENTIAL

                    FORM OF NONQUALIFIED STOCK OPTION NOTICE
          NONQUALIFIED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS



<TABLE>
<CAPTION>                                                                                                                    
----------------------------------------------------------------------------------------------------------------------       
                        OPTIONEE                                               GRANT DATE               SHARES GRANTED       
----------------------------------------------------------------------------------------------------------------------       
<S>                                                                            <C>                      <C>                  
                                                                               
                                                                               
                                                                               
                                                                               
<CAPTION>                                                                                                                    
----------------------------------------------------------------------------------------------------------------------       
                                                                       PLAN NUMBER     VESTING CODE       OPTION PRICE       
----------------------------------------------------------------------------------------------------------------------       
<S>                                                                    <C>             <C>                <C>                
                                                                               
                                                                               
<CAPTION>                                                                                                                    
----------------------------------------------------------------------------------------------------------------------       
SUB. CODE        COST CENTER       SOCIAL SECURITY NUMBER                                                                    
----------------------------------------------------------------------------------------------------------------------       
<S>              <C>               <C>                                                                                       


</TABLE>
                                                                               


We are pleased to inform you have been granted you an option to
purchase Compaq common stock under the Company's Nonqualified Stock Option plan
for Non-Employee Directors (the "Director Plan"), which, together with the
terms contained in this Notice, sets forth the terms and conditions of your
grant is incorporated herein by reference.  a copy of the director Plan has
been provided to you.  Please review it carefully; capitalized terms in this
Notice have the same meaning as the Director Plan.

1.       Vesting:  Subject to the conditions set forth below and in the
         Director 1995 Plan, you may exercise this Option in whole or in part
         (i) with respect to 50% of the Shares, one year from the date of grant
         and (ii) with respect to the remaining 50% of the Shares, two years
         from the date of grant to purchase a number of Shares equal to the
         difference between A and B, where

2.       Exercise:  Your Option may be exercised to the extent vested at any
         time during the period beginning on the grant date and ending ten
         years from the date hereof; provided that you may only exercise this
         Option with respect to whole shares.

3.       Transferability: Your Option may be transferred to a member of your
         immediate family or to an estate planning vehicle in accordance with
         the policies adopted by Board of Directors.  No subsequent transfers
         are permitted other than by laws of descent and distribution.

4.       Termination of Service as Director Suspension of Employment:  The
         Director Plan sets forth the terms and conditions of this grant that
         apply in the event of your termination of service as Director.
         employment.

5.       To Exercise:  You may exercise this grant by delivering to the Company
         at its principal office notice of intent to exercise and payment in
         full of the exercise price.  This option is a nonqualified option.
<PAGE>   2
DIRECTOR GRANT IN LIEU OF RETAINER
CONFIDENTIAL

                    FORM OF NONQUALIFIED STOCK OPTION NOTICE
           NONQUALIFIED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------       
                        OPTIONEE                                               GRANT DATE               SHARES GRANTED       
----------------------------------------------------------------------------------------------------------------------       
<S>                                                                            <C>                      <C>                  
                                                                                                                             
                                                                                                                             
                                                                                                                             
                                                                                                                             
<CAPTION>
----------------------------------------------------------------------------------------------------------------------       
                                                                       PLAN NUMBER     VESTING CODE       OPTION PRICE       
----------------------------------------------------------------------------------------------------------------------       
<S>                                                                    <C>             <C>                <C>                
                                                                                                                             
                                                                                                                             
<CAPTION>                                                                                                                    
----------------------------------------------------------------------------------------------------------------------       
SUB. CODE        COST CENTER       SOCIAL SECURITY NUMBER                                                                    
----------------------------------------------------------------------------------------------------------------------       
<S>              <C>               <C>                                                                                       


</TABLE>
                                                                               

You have elected to receive all or a portion of your retainer for acting as a
director of Compaq in the form of options to purchase Compaq common stock under
the Company's Nonqualified Stock Option Plan for Non-Employee Directors (the
"Director Plan"), which, together with the terms contained in this Notice, sets
forth the terms and conditions of your options and is incorporated herein by
reference.  A copy of the Director Plan has been provided to you.  Please
review it carefully; capitalized terms in this Notice have the same meaning as
the Director Plan.

1.       Vesting:  Subject to the conditions set forth below and in the
         Director Plan, you may exercise this Option in whole or in part one
         year from the date of grant.

2.       Exercise:  Your Option may be exercised to the extent vested at any
         time during the period beginning on the grant date and ending ten
         years from the date hereof;  provided that you may only exercise this
         Option with respect to whole shares.

3.       Transferability: Your Option may be transferred to a member of your
         immediate family or to an estate planning vehicle in accordance with
         the policies adopted by the Board of Directors. No subsequent
         transfers are permitted other than by laws of descent and
         distribution.

4.       Termination of Service as Director:  The Director Plan sets forth the
         terms and conditions of this grant that apply in the event of your
         termination of service as Director.

5.       To Exercise:  You may exercise this grant by delivering to the Company
         at its principal office notice of intent to exercise and payment in
         full of the exercise price.  This option is a nonqualified option.