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Exhibit 10(i)(i)
  res.doc    
    




  


 
 

HEWLETT-PACKARD COMPANY
  <PLAN>
  RESTRICTED STOCK AGREEMENT    
    


        THIS AGREEMENT, dated <GRANT DATE> between Hewlett-Packard Company, a Delaware Corporation ("Company"),
and <EMPNO> <NAME> (the "Employee"), is entered into as follows: 


WITNESSETH: 


        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 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 shares of the Company's $0.01 par value Common Stock ("Stock") subject to the
restrictions stated below and in accordance with the terms and conditions of the <PLAN> ("Plan"), a copy of which can be found on the Stock
Incentive Program Web Site at: http://hrcms01.atl.hp.com:6047/public/pages/

home/en_US/index.htm or by written or telephonic request to the Company Secretary. 


        THEREFORE,
the parties agree as follows: 


	1.
	Grant
of Stock. 



Subject
to the terms and conditions of this Agreement and of the Plan, the Company hereby grants to the Employee <SHARES> shares of Stock. 



	2.
	Vesting
Schedule. 



The
interest of the Employee in the Stock shall vest as follows: <INSERT VESTING PROVISION HERE>. Provided the Employee remains in the employ of the Company on a continuous,
full-time basis through the close of business on the <INSERT FULL VESTING DATE HERE>, the interest of the Employee in the Stock shall become fully vested on that date. 



	3.
	Restrictions. 
	(a)
	The
Stock or rights granted hereunder may not be sold, pledged or otherwise transferred until the Stock becomes vested in accordance with Section 2. The period of time between
the date hereof and the date the Stock becomes fully vested is referred to herein as the "Restriction Period."



	(b)
	Except
as otherwise provided for in this Agreement, if the Employee's employment with the Company is terminated at any time for any reason prior to the lapse of the Restriction
Period, all Stock granted hereunder shall be forfeited by the Employee, and ownership transferred back to the Company.






	4.
	Legend. 



All
certificates representing any Stock of the Company subject to the provisions of this Agreement shall have endorsed thereon the following legend: 


"The
shares represented by this certificate are subject to an agreement between the Corporation and the registered holder, a copy of which is on file at the principal office of this Corporation." 



	5.
	Escrow.




The
Stock subject hereto shall be held in escrow in a restricted book entry account with the Company's transfer agent in the name of the Employee. Upon termination of the Restriction 









Period,
the Stock shall be released into an unrestricted book entry account with the Company's transfer agent; provided, however, that a portion of such Stock shall be surrendered in payment of
required withholding taxes in accordance with Section 9 below, unless the Company, in its sole discretion, establishes alternative procedures for the payment of required withholding taxes. 



	6.
	The
Employee's Stockholder Rights. 



During
the Restriction Period, the Employee shall have all the rights of a stockholder with respect to the Stock except for the right to transfer the Stock, as set forth in Section 3.
Accordingly, the Employee shall have the right to vote the Stock and to receive any cash dividends paid to or made with respect to the Stock. 



	7.
	Disability
or Retirement of the Employee. 



If
the Employee's termination of employment is due to the Employee's total and permanent disability or retirement after attaining 55 years of age with 15 years of service to the Company
or 65 years of age or age under local law without regard to service, in accordance with the Company's retirement policy, all outstanding and unvested Stock shall continue to vest in accordance
with Section 2, provided that the following conditions are met for the entire Restriction Period: 


	(a)
	The
Employee shall render, as an independent contractor and not as an employee, such advisory or consultative services to the Company as shall reasonably be requested 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 not render services for any organization or engage directly or indirectly in any business which, in the opinion of the Company, competes with or is in conflict with
the interests of the Company;



	(c)
	The
Employee shall not, without prior written authorization from the Company, disclose to anyone outside the Company, or 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; and



	(d)
	The
Employee 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 Employee during
employment by the Company, relating in any manner to the actual or anticipated business, anything reasonably necessary to enable the Company to secure a patent where appropriate in the United States
and in foreign countries.






	8.
	Death
of the Employee. 



In
the event of the Employee's death prior to the end of the Restriction Period, the Employee's estate or designated beneficiary shall have the right to receive a pro rata number of shares of Stock
determined by the Company in its discretion. In the event of the Employee's death after the vesting date but prior to the payment of shares of Stock, said Stock shall be paid to the Employee's estate
or designated beneficiary. 



	9.
	Taxes.



	(a)
	The
Employee shall be liable for any and all taxes, including withholding taxes, arising out of this grant or the vesting of Stock hereunder. In the event that the Company or the
Employer is required to withhold taxes as a result of the grant or vesting or subsequent sale of Stock hereunder, the Employee shall surrender a sufficient number of whole shares of Stock or make a
cash payment at the election of the Company, in its sole discretion, as necessary to cover all applicable required withholding taxes and required social security contributions at the time the
restrictions on the Stock lapse, 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 of Stock not necessary for required withholding taxes and required social insurance contributions. To the extent that any surrender of Stock or cash payment or alternative
procedure for such payment is insufficient, the 












Employee
authorizes the Company, its Affiliates and Subsidiaries, which are qualified to deduct tax at source, to deduct all applicable required withholding taxes and social security contributions
from the Employee's compensation. 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 Employee's employer (the "Employer") takes with respect to any or all income tax, social insurance, payroll tax, payment on account 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 nor undertakings regarding the treatment of any Tax-Related Items
in connection with any aspect of this grant of Stock, including the grant, vesting or release, the subsequent sale of Stock and receipt of any dividends; and (ii) do not commit to structure
the terms or any aspect of this grant of Stock to reduce or eliminate the Employee's liability for Tax-Related Items. The Employee shall pay the Company or the Employer any amount of
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 Stock that cannot be
satisfied by the means previously described. The Company may refuse to deliver the Stock if the Employee fails to comply with the Employee's obligations in connection with the Tax-Related
Items.






	10.
	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
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 third party with whom the Employee may elect to deposit any shares of stock 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. 








	11.
	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 Web Site referenced above and stockholder information, including copies of any annual report, proxy and Form 10-K, from the investor relations section of the HP
web site 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. 



	12.
	Acknowledgment
and Waiver. 



By
accepting this grant of Stock, 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 Agreement; (ii) the grant of Stock is voluntary and occasional and does not create any
contractual or other right to receive future grants of Stock, or benefits in lieu of Stock, even if Stock has 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 Employer and shall not interfere
with the ability of 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) Stock and Stock grants are an extraordinary item that does not constitute
compensation of any kind for services of any kind rendered to the Company or the Employer, and is outside the scope of the Employee's employment contract, if any; (vii) Stock and Stock grants
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 Stock will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of Stock 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 Stock is unknown and cannot be predicted with certainty; (x) in
consideration of this grant of Stock, no claim or entitlement to compensation or damages shall arise from termination of this grant of Stock or diminution in value of this grant of Stock 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 Agreement, the Employee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (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 Stock and vest in Stock under the Plan,
if any, will terminate effective as of the date that the Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would
not include a period of "garden leave" or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), the
Employee's right to vest in this Stock 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 Stock grant. 



	13.
	Miscellaneous.



	(a)
	The
Company shall not be required (i) to transfer on its books any shares of Stock of the Company which shall have been sold or transferred in violation of any of the
provisions set 












forth
in this agreement, or (ii) to treat as owner of such Stock or to accord the right to vote as such owner or to pay dividends to any transferee to whom such Stock shall have been so
transferred. 



	(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 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 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. This Agreement is governed by the laws of the state of Delaware.



	(e)
	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.



	(f)
	The
provisions of this 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. 







	 	 	HEWLETT-PACKARD COMPANY
	

 	
 	
By	

 
	 	 	 	
 Mark V. Hurd

CEO and President
	

 	
 	
By	

 
	 	 	 	
 Charles N. Charnas

Vice President, Acting General Counsel and Assistant Secretary





RETAIN THIS AGREEMENT FOR YOUR RECORDS











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Exhibit 10(i)(i) res.doc


HEWLETT-PACKARD COMPANY <PLAN> RESTRICTED STOCK AGREEMENT