Exhibit 10.1





STOCK
NOTIFICATION AND AWARD AGREEMENT


 


	
  Name:

  	
  Employee ID:

  
	
   

  	
   

  
	
  Manager Name:

  	
   

  
	
   

  	
   

  
	
  Department:

  	
   

  



 


Congratulations on
receiving a stock award.  This award
reflects your management team’s recognition of your significant contributions
to Hewlett-Packard’s success.


 


HP has long been known
for talented employees like you who have an unwavering commitment to HP’s
customers, driving growth and profitability and creating value. Stock awards
are one important way we demonstrate our commitment to rewarding your strong
performance and individual achievements. Thank you for your hard work and
commitment to building a successful company.


 


Once again,
congratulations on a job well done.


 


	
  Grant
  Date:

  
	
   

  
	
  Grant
  Number:

  
	
   

  
	
  Grant
  Price: $

  
	
   

  
	
  Award
  Amount:

  
	
   

  
	
  Award
  Type/Sub Type:

  
	
   

  
	
  Expiration
  Date:

  
	
   

  
	
  Plan: HP 2004 Stock Incentive Plan

  
	
   

  
	
  Program
  Type: Annual

  
	
   

  
	
  Vesting
  Schedule:

  



 


Performance-Based
Restricted Units


 


THIS STOCK NOTIFICATION AND AWARD
AGREEMENT, as of the Grant Date noted above between Hewlett-Packard Company, a
Delaware Corporation (“Company”), and  the Employee
named above, is entered into as follows:


 


WHEREAS, the continued participation
of the Employee is considered by the Company to be important for the Company’s
continued growth; and


 


WHEREAS, in order to give the Employee an incentive to
continue in the employ of the Company (or its Affiliates or Subsidiaries) and
to participate in the affairs of the Company, the HR and Compensation Committee
of the Board of Directors of the Company or its delegates (“Committee”) has
determined that the Employee shall be granted performance-based restricted
units representing hypothetical shares of the Company’s common stock
(“PRUs”).  The


 

















 


award amount stated above reflects the target number of PRUs
that may be awarded to you (the “Target Amount”).  The number of PRUs awarded to you will be
determined at the end of a three-year performance period.  Each PRU will be equal in value to one share
of the Company’s $0.01 par value common stock (“Shares”), subject to the
restrictions stated below and in accordance with the terms and conditions of
the Plan named above, a copy of which can be found on the Stock Incentive
Program website at the following address:  [URL]. A copy may also be obtained by written
or telephonic request to the Company Secretary.


 


            THEREFORE,
the parties agree as follows:


 


1.               Grant of
Performance-based Restricted Units.


 


Subject to the terms and conditions
of this Stock Notification and Award Agreement and of the Plan, the Company
hereby grants to the Employee  a PRU Award as
set forth below.


 


2.               Performance
Criteria.


 


The Employee can earn
the PRUs based on the Company’s performance in (a) achieving annual goals
related to cash flow, and (b) achieving a total shareholder return (“TSR”)
over a three-year period (with such three-year period described as the Vesting
Schedule above and hereafter referred to as the “Performance Period”).  The goals associated with this PRU Award are
established by the Committee, and will be communicated by the Company annually
via the following website:  [URL]. The amount of the PRU Award
will range from 0% to 200% of the Target Amount as determined after the end of
each Performance Period based upon the Company’s performance against the annual
cash flow goals and three-year TSR as reviewed and approved by the
Committee.  No PRUs are awarded if
performance is below minimum levels.


 


3.                    Milestones, Credits, Application of
Modifier.


 


(a)          Milestones and Credits.  The annual cash flow performance criteria
associated with the PRU Award will be established by the Committee. A
percentage of the Target Amount is determined annually based upon performance
against goals that are reviewed and approved annually by the Committee and will
be made available on the following website: [URL].  No percentage of the Target Amount is
credited if performance is below minimum levels.


 


As
milestones are achieved, a portion of the Target Amount shall be credited in
the Employee’s name.  The amounts
credited for the relevant year in connection with the annual cash flow goal as
a percentage of the Target Amount will be as follows: 0% if performance is
below minimum level, 30% if performance is at minimum level and 150% if
performance is at or above maximum level. For performance between the minimum level
and the maximum level, a proportionate percentage between 30% and 150% will be
applied based on relative performance between minimum and maximum.


 


The
amount credited to the Employee is the “Conditional PRU Award”.


 


(b)         Modifier.  Following
the completion of the Performance Period, the Conditional PRU Award will be
adjusted by the TSR modifier to be determined by the Committee based on the
performance criteria set forth below. 
The modifier will be calculated as indicated below with respect to the
Performance Period and will be made available on the following website, [URL].  The modifier will be equal to zero if the
minimum level is not met, resulting in no payout under this Stock Notification
and Award Agreement, and the modifier cannot exceed 133%.   An
Employee’s PRU Award (if any) shall equal the Conditional PRU Award multiplied
by the TSR modifier, as approved by the Committee.


 


The TSR modifier will be as
follows based on the Company’s three-year performance as compared to the
three-year performance of the S&P 500 over the same period: 0% if
performance is below the minimum level, 66% if performance is at the minimum
level and 133% if performance is at or above the maximum level.  For performance between the minimum level and
the maximum level, a proportionate TSR modifier between 66% and 133% will be
applied based on relative performance between minimum and maximum.


 


4.               Payout of Performance-Based Restricted
Units.


 


If the Committee
determines that the goals described in Section 3 have been met and
certifies the extent to which those goals have been met, and the terms and
conditions set forth in this Stock Notification and Award Agreement are
fulfilled, then the Employee’s PRU Award as determined under Section 3(b) shall
no longer be restricted and HP Common Shares will be transferred to the
Employee as soon as administratively practicable at 


 


 


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the end of the
Performance Period (or, if later, the distribution date elected pursuant to Section 14
below), in an amount equal to the number of PRUs earned pursuant to Section 3(b) above,
net of applicable withholdings.


 


5.               Restrictions.


 


Except as otherwise provided for in
this Stock Notification and Award Agreement, the PRUs or rights granted
hereunder may not be sold, pledged or otherwise transferred until paid (if at
all) in accordance with this Stock Notification and Award Agreement.


 


6.               Custody of
Performance-Based Restricted Units.


 


The PRUs subject hereto shall be held
in a restricted book entry account in the name of the Employee.  Upon completion of the Performance Period,
Shares issued pursuant to Section 4 above shall be released into an
unrestricted book entry account; provided, however, that a portion of such
Shares shall be surrendered in payment of taxes in accordance with Section 16
below, unless the Company, in its sole discretion, establishes alternative
procedures for the payment of such taxes.


 


7.               No Stockholder
Rights.


 


PRUs
represent hypothetical Shares.  Until
Shares are issued to the Employee, the Employee shall not be entitled to any of
the rights or benefits generally accorded to stockholders, including, without
limitation, the receipt of dividends.


 


8.               Termination of Employment.


 


Except as
set forth below, the Employee must remain in the employ of the Company on a
continuous basis through the end of the relevant Performance Period in order to
receive any amount of the PRU Award, subject to the terms and conditions of
this Stock Notification and Award Agreement.


 


9.               Retirement of the Employee.


 


If the Employee termination
is due to retirement in accordance with the applicable retirement policy, the
Employee shall receive a pro rata amount of the PRU Award, payable at the end
of the Performance Period.  For each year
or part of a year that the employee works during the Performance Period, the
amount credited towards the Conditional PRU Award will be determined by
multiplying the amount credited at the end of the applicable year by a fraction
equal to the number of whole months elapsed between the beginning of such year
and the Employee’s retirement, divided by 12. 
The resulting amount will be credited towards the Conditional PRU Award
and adjusted by the TSR modifier.   The
Company’s obligation to deliver the pro rata amount due under the PRU Award is
subject to the following conditions:


 


(a)          During the portion of the
Performance Period following termination of the Employee’s active employment,
at the Company’s written request, the Employee shall render such advisory or
consultative services as shall be reasonably specified by the Company,
consistent with the Employee’s health and any other employment or other
activities in which such Employee may be engaged;


 


(b)         The Employee shall have
executed a current Agreement Regarding Confidential Information and Proprietary
Developments (“ARCIPD”) that is satisfactory to the Company, and during the
portion of the Performance Period following termination of the Employee’s
active employment shall be in compliance with any-post employment restrictions
in the ARCIPD and shall not engage in any conduct that creates a conflict of
interest in the opinion of the Company.


 


10.         Total and Permanent Disability of the Employee.


 


In the event termination of employment is due to the
total and permanent disability of the Employee, the Employee (or a legally
designated guardian or representative if the Employee is legally incompetent)
shall receive a pro rata amount of the PRU Award, payable at the end of the
relevant Performance Period.  For each
year or part of a year that the employee works during the Performance Period,
the amount credited towards the Conditional PRU Award will be determined by
multiplying the amount credited at the end of the applicable year by a fraction
equal to the number of whole months worked by the Employee during such year,
divided by 12.  The resulting amount will
be credited towards the Conditional PRU Award and adjusted by the TSR modifier.
The Company’s obligation to deliver the pro rata amount due under the
PRU Award is subject to the following conditions:


 


(a)          During the portion of the
Performance Period following termination of the Employee’s active employment,
at the Company’s written request, the Employee shall render such advisory or
consultative services as shall be reasonably specified by the Company,
consistent with the Employee’s health and any other employment or other
activities in which such Employee may be engaged;


 


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(b)         The Employee shall have
executed a current ARCIPD that is satisfactory to the Company, and during the
portion of the Performance Period following termination of the Employee’s
active employment shall be in compliance with any-post employment restrictions
in the ARCIPD and shall not engage in any conduct that creates a conflict of
interest in the opinion of the Company.


 


11.         Death of the Employee.


 


In the event termination
of employment is due to the Employee’s death, the Employee’s estate or
designated beneficiary shall receive a pro rata amount of the PRU Award,
payable at the end of the relevant Performance Period.  For each year or part of a year that the
employee works during the Performance Period, the amount credited towards the
Conditional PRU Award will be determined by multiplying the amount credited at
the end of the applicable year by a fraction equal to the number of whole
months elapsed between the beginning of such year and the Employee’s death,
divided by 12.  The resulting amount will
be credited towards the Conditional PRU Award and adjusted by the TSR modifier.


 


12.         Workforce Reduction.


 


Unless otherwise
provided by the Committee, in the event the Employee is terminated under a
workforce reduction program approved by the Board of Directors or its
delegate(s), the Employee shall receive a pro rata amount of the PRU Award,
payable at the end of the relevant Performance Period.  For each year or part of a year that the
employee works during the Performance Period, the amount credited towards the
Conditional PRU Award will be determined by multiplying the amount credited at the end of
the applicable year by a fraction equal to the number of whole months elapsed
between the beginning of such year and the Employee’s termination date due to workforce
reduction, divided by 12.  The resulting
amount will be credited towards the Conditional PRU Award and adjusted by the
TSR modifier.


 


13.         Divestiture.


 


Unless otherwise
provided by the Committee, in the event the Employee is terminated due to a
divestiture, the Employee shall receive a pro rata amount of the PRU Award,
payable at the end of the relevant Performance Period.  For each year or part of a year that the
employee works during the Performance Period the amount credited towards the
Conditional PRU Award will be determined by multiplying the amount credited at the end of
the applicable year by a fraction equal to the number of whole months elapsed
between the beginning of such year and the Employee’s termination date due to divestiture,
divided by 12.  The resulting amount will
be credited towards the Conditional PRU Award and adjusted by the TSR modifier.


 


14.         Deferral Election.


 


Certain
Employees who are regular employees on a U.S. payroll of the Company or its
Affiliates or Subsidiaries and who are eligible to participate in the Company’s
Executive Deferred Compensation Plan may be permitted to elect to defer
distribution of the Shares that are otherwise due at the end of the Performance
Period by completing a prescribed deferral election form and returning it to
the Company according to the instructions on the deferral election form.  The deferral election form will be
distributed separately to the employees who are permitted to make a deferral
election. If made, the deferral election is irrevocable by the Employee.  However, the deferred delivery of Shares may
be accelerated under certain circumstances as set forth in the deferral
election form.  Please note that
deferring the distribution of Shares will have tax consequences for the
Employee, and the Employee is strongly advised to consult with his or her
personal tax advisor.


 


15.         Deferral of Compensation.


 


Payments
made pursuant to this Plan and this Stock Notification and Award
Agreement are intended to comply with or
qualify for an exemption from Section 409A of the Internal Revenue Code of
1986, as amended (“Section 409A”). 
The Company reserves the right, to the extent the Company deems
necessary or advisable in its sole discretion, to unilaterally amend or modify
the Plan and/or this Stock Notification and Award
Agreement to ensure that all PRU Awards are
made in a manner that complies with Section 409A (including, without
limitation, the avoidance of penalties thereunder), provided however, that the
Company makes no representations that the PRU Awards will be exempt from any
penalties that may apply under Section 409A and makes no undertaking to
preclude Section 409A from applying to this PRU Award.


 


16.         Taxes.


 


(a)          The Employee shall
be liable for any and all taxes, including withholding taxes and fringe benefit
tax or such other taxes that the Employee’s employer (the “Employer”) is
legally allowed or permitted to recover from the Employee, arising out of this
grant or the issuance of Shares hereunder. In the event that the Company or the
Employer is liable for taxes that are legally permitted to be recovered from
the Employee or is required to withhold taxes as a result of the grant of PRUs
or the issuance or subsequent sale of Shares acquired pursuant to such PRUs,
the Employee shall surrender a sufficient number of whole Shares, make a cash
payment or make adequate arrangements satisfactory to the Company and/or the
Employer to withhold such taxes from the Employee’s wages or other cash
compensation paid to the Employee by the Company 


 


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                        and/or the
Employer at the election of the Company, in its sole discretion, or, if
permissible under local law, the Company may sell or arrange for the sale of
Shares that Employee acquires as necessary to cover all applicable required
withholding taxes, taxes that are legally recoverable from the Employee (such
as fringe benefit tax) and required social security contributions at the time
the restrictions on the PRUs lapse. If the
Employee made a valid deferral election in accordance with Section 14
above, upon the subsequent issuance of Shares at the time so elected (with
respect to any Shares deferred by the Employee in accordance with Section 14
above, the Company or the Employer shall limit any sale of Shares to the
minimum number of Shares permitted to avoid a prohibited acceleration under Section 409A
and the regulations thereunder, as amended from time to time), unless the
Company, in its sole discretion, has established alternative procedures for
such payment.  The Employee will receive
a cash refund for any fraction of a surrendered Share or Shares in excess of
any required withholding taxes, taxes that are legally recoverable from the
Employee (such as fringe benefit tax), and required social insurance
contributions.  To the extent that any
surrender of Shares or payment of cash or alternative procedure for such
payment is insufficient, the Employee authorizes the Company, the Employer, its
Affiliates and Subsidiaries, which are qualified to deduct tax at source, to
deduct from the Employee’s compensation all applicable required withholding
taxes, taxes that are legally recoverable from the Employee (such as fringe
benefit tax) and social security contributions. 
The Employee agrees to pay any amounts that cannot be satisfied from
wages or other cash compensation, to the extent permitted by law.


 


(b)         Regardless of any action the Company
or the Employer takes with respect to any or all income tax, social insurance,
payroll tax, payment on account, taxes that are legally recoverable from the
Employee (such as fringe benefit tax) or other tax-related withholding (“Tax-Related
Items”), the Employee acknowledges and agrees that the ultimate liability for
all Tax-Related Items legally due by him is and remains the Employee’s
responsibility and that the Company and or the Employer (i) make no
representations or undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of this grant of PRUs, including the grant
of PRUs, subsequent issuance of Shares related to such PRUs and the subsequent
sale of any Shares acquired pursuant to such PRUs; and (ii) do not commit
to structure the terms or any aspect of this grant of PRUs to reduce or
eliminate the Employee’s liability for Tax-Related Items.  The Employee shall pay the Company or the
Employer any amount for Tax-Related Items that the Company or the Employer may
be required to withhold as a result of the Employee’s participation in the Plan
or the Employee’s receipt of PRUs that cannot be satisfied by the means
previously described.  The Company may
refuse to deliver the benefit described in Section 4 if the Employee fails
to comply with the Employee’s obligations in connection with the Tax-Related
Items.


 


(c)          In accepting the
PRU Award, the Employee consents and agrees that in the event the PRU Award
becomes subject to an employer tax that is legally permitted to be recovered
from the Employee, as may be determined by the Company and/or the Employer at
their sole discretion, and whether or not the Employee’s employment with the
Company and/or the Employer is continuing at the time such tax becomes
recoverable, the Employee will assume any liability for any such taxes that may
be payable by the Company and/or the Employer in connection with the PRU
Award.  Further, by accepting the PRU
Award, the Employee agrees that the Company and/or the Employer may collect any
such taxes from the Employee by any of the means set forth in this Section 16.  The Employee further agrees to execute any
other consents or elections required to accomplish the above, promptly upon
request of the Company.


 


17.         Data Privacy Consent.


 


The Employee hereby explicitly and
unambiguously consents to the collection, use and transfer, in electronic or
other form, of the Employee’s personal data as described in this document by and
among, as applicable, the Employer, and the Company and its Subsidiaries and
Affiliates for the exclusive purpose of implementing, administering and
managing the Employee’s participation in the Plan. The Employee understands
that the Company, its Affiliates, its Subsidiaries and the Employer hold
certain personal information about the Employee, including, but not limited to,
name, home address and telephone number, date of birth, social insurance number
or other identification number, salary, nationality, job title, any shares of
stock or directorships held in the Company, details of all PRUs, options or any
other entitlement to shares of stock awarded, canceled, purchased, exercised,
vested, unvested or outstanding in the Employee’s favor for the purpose of
implementing, managing and administering the Plan (“Data”). The Employee
understands that the Data may be transferred to any third parties assisting in
the implementation, administration and management of the Plan, that these
recipients may be located in the Employee’s country or elsewhere and that the
recipient country may have different data privacy laws and protections than the
Employee’s country.  The Employee
understands that he may request a list with the names and addresses of any
potential recipients of the Data by contacting the local human resources
representative.  The Employee
authorizes the recipients to receive, possess, use, retain and transfer the
Data, in electronic or other form, for the purposes of implementing,
administering and managing the Employee’s participation in the Plan, including
any requisite transfer of such Data, as may be required to a broker or other


 


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third party with whom the Employee
may elect to deposit any Shares acquired under the Plan.  The Employee understands that Data will be
held only as long as is necessary to implement, administer and manage
participation in the Plan. The Employee understands that he may, at any time,
view Data, request additional information about the storage and processing of
the Data, require any necessary amendments to the Data or refuse or withdraw
the consents herein, in any case without cost, by contacting the local human
resources representative in writing. The Employee understands that refusing or
withdrawing consent may affect the Employee’s ability to participate in the
Plan.  For more information on the
consequences of refusing to consent or withdrawing consent, the Employee
understands that he may contact an HP local human resources representative.


 


18.         Plan Information.


 


The Employee agrees to receive copies
of the Plan, the Plan prospectus and other Plan information, including
information prepared to comply with laws outside the United States, from the
Stock Incentive Program website referenced above and stockholder information,
including copies of any annual report, proxy and Form 10-K, from the
investor relations section of the HP website at www.hp.com.  The Employee acknowledges that copies of the
Plan, Plan prospectus, Plan information and stockholder information are
available upon written or telephonic request to the Company Secretary.


 


In addition, the Employee agrees to
receive information regarding cash flow goals and TSR, including the actual
performance of cash flow and TSR from the following website: [URL]


 


19.         Acknowledgment and Waiver.


 


By accepting this grant of PRUs, the
Employee acknowledges and agrees that: (i) the Plan is established
voluntarily by the Company, it is discretionary in nature and may be modified,
amended, suspended or terminated by the Company at any time unless otherwise
provided in the Plan or this Stock Notification and Award Agreement; (ii) the
grant of PRUs is voluntary and occasional and does not create any contractual
or other right to receive future grants of Shares or PRUs, or benefits in lieu
of Shares or PRUs, even if Shares or PRUs have been granted repeatedly in the
past; (iii) all decisions with respect to future grants, if any, will be
at the sole discretion of the Company; (iv) the Employee’s participation
in the Plan shall not create a right to further employment with the Employer
and shall not interfere with the ability of the Employer to terminate the
Employee’s employment relationship at any time with or without cause, and it is
expressly agreed and understood that employment is terminable at the will of
either party, insofar as permitted by law; 
(v)  the Employee is participating voluntarily in the Plan; (vi) 
PRUs, PRU grants and resulting benefits are an extraordinary item that is outside
the scope of the Employee’s employment contract, if any; (vii) PRUs, PRU
grants and resulting benefits are not part of normal or expected compensation
or salary for any purposes, including, but not limited to, calculating any
severance, resignation, termination, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments insofar as permitted by law;  (viii) in
the event that the Employee is not an employee of the Company, this grant of
PRUs will not be interpreted to form an employment contract or relationship
with the Company, and furthermore, this grant of PRUs will not be interpreted
to form an employment contract with the Employer or any Subsidiary or Affiliate
of the Company;  (ix) the future
value of the underlying Shares is unknown and cannot be predicted with
certainty; (x) in consideration of this grant of PRUs, no claim or
entitlement to compensation or damages shall arise from termination of this
grant of PRUs or diminution in value of this grant of PRUs resulting from
termination of the Employee’s employment by the Company or the Employer (for
any reason whatsoever and whether or not in breach of local labor laws) and the
Employee irrevocably releases the Company and the Employer from any such claim
that may arise; if, notwithstanding the foregoing, any such claim is found by a
court of competent jurisdiction to have arisen, then, by accepting the terms of
this Stock Notification and Award Agreement, the Employee shall be deemed
irrevocably to have waived any entitlement to pursue such claim; (xi)
notwithstanding any terms or conditions of the Plan to the contrary, in the
event of involuntary termination of the Employee’s employment (whether or not
in breach of local labor laws), the Employee’s right to receive benefits under
this Stock Notification and Award Agreement after termination of employment, if
any, will be measured by the date of termination of the Employee’s active
employment and will not be extended by any notice period mandated under local
law; the Committee shall have the exclusive discretion to determine when the
Employee is no longer actively employed for purposes of this grant of PRUs; and
(xii) if the Company’s performance is below minimum levels as set forth in this
Stock Notification and Award Agreement, no PRUs will be awarded and no Shares
will be issued to the Employee.


 


20.         Additional Eligibility Requirements
Permitted.


 


In addition
to any other eligibility criteria provided for in the Plan, the Company may
require, as a condition of receiving this Award, that some or all Awardees
execute a separate document agreeing to the terms of a current 


 


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ARCIPD in a
form acceptable to the Company and/or that the Employee be in compliance with
the ARCIPD throughout the entire Performance Period and through the date the
PRU is to be awarded or paid..


 


21.         Miscellaneous.


 


(a)          The Company shall
not be required to treat as owner of PRUs, and associated benefits hereunder,
to any transferee to whom such PRUs or benefits shall have been so transferred
in violation of any of the provisions of this Stock Notification and Award
Agreement.


 


(b)         The parties agree to execute such
further instruments and to take such action as may reasonably be necessary to
carry out the intent of this Stock Notification and Award Agreement.


 


(c)          Any notice required
or permitted hereunder shall be given in writing and shall be deemed
effectively given upon delivery to the Employee at his address then on file with
the Company.


 


(d)         The Plan is incorporated herein by
reference. The Plan and this Stock Notification and Award Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof
and supersede in their entirety all prior undertakings and agreements of the
Company and the Employee with respect to the subject matter hereof, and may not
be modified adversely to the Employee’s interest except by means of a writing
signed by the Company and the Employee.  Notwithstanding the foregoing, nothing in the Plan or this
Stock Notification and Award Agreement shall affect the validity or
interpretation of any duly authorized written agreement between the Company and
the Employee under which an Award properly granted under and pursuant to the
Plan serves as any part of the consideration furnished to the Employee,
including without limitation, any agreement that imposes restrictions during or
after employment regarding confidential information and proprietary
developments.  This Stock
Notification and Award Agreement is governed by the laws of the state of
Delaware.


 


(e)          The Company’s
obligations under this Stock Notification and Award Agreement and the Employee’s
agreement to the terms of an ARCIPD, if any,
are mutually dependent. 
In the event that the Employee’s
ARCIPD is breached or found not to be binding upon the Employee for any reason
by a court of law, then the Company will have no further obligation or duty to
perform under the Plan or this Stock Notification and Award Agreement.


 


(f)            If the Employee has
received this or any other document related to the Plan translated into a
language other than English and if the translated version is different than the
English version, the English version will control.


 


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(g)         The provisions of this Stock
Notification and Award Agreement are severable and if any one or more
provisions are determined to be illegal or otherwise unenforceable, in whole or
in part, the remaining provisions shall nevertheless be binding and
enforceable.


 


(h)         Any capitalized terms not defined
herein shall have the same meaning they have in the Plan.


 


 


 


HEWLETT-PACKARD COMPANY


 


 


 


Mark V. Hurd


Chairman, CEO and President


 


 


 


Michael J. Holston


Executive Vice President, General Counsel and Secretary


 


 


RETAIN
THIS STOCK NOTIFICATION AND AWARD AGREEMENT FOR YOUR RECORDS


 


Please refer to the Stock
Incentive Program website at


 


[URL], as your primary
source for information on your award, including:


 


·                  Your Stock Notification and Award
Agreement (available to view and print for 6 months from the notification date)


 


·                  Your Stock Incentive Award Report


 


·                  Frequently Asked Questions on
Performance-Based Restricted Unit awards


 


·                  Hewlett-Packard Company Plan Prospectus


 


·                  Information for Non-US Employees


 


·                  Applicable plan documents


 


Please refer to the
following website at


 


[URL], as your primary
source for information on your PRU award performance, including:


 


·                  Annual Cash Flow Goals


 


·                  TSR goals


 


·                  Actual Cash Flow and TSR performance


 


Important Note: 
Your award
is subject to the terms and conditions of this Stock Notification and Award
Agreement and to HP obtaining all necessary government approvals.  If you have questions regarding your award,
please discuss them with your manager.


 


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