Exhibit 10(q)(q)


 


Res_unit.doc





 


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 DATE>


 


Grant Number: <Grant ID>


 


Grant Price:  <PRICE>


 


Award Amount:  <SHARES>


 


Award Type/Sub Type:  e.g. stock option, RSA, RSU,
etc.


 


Expiration Date:  <EXPIRE DATE>


 


Plan:  <PLAN Description>


 


Program Type:  <
description eg. Achievement>


 


Vesting Schedule: 
[insert vesting]


 


Restricted
Stock 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 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 restricted stock units representing hypothetical shares of the
Company’s common stock (“RSUs”), with each RSU 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:
[URL]  or by written or telephonic request to
the Company Secretary.


 


            THEREFORE,
the parties agree as follows:


 


1.              Grant of Restricted
Stock 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  the number of
RSUs set forth above.


 


2.              Vesting Schedule.


 


The interest of the Employee in the
RSUs shall vest according to the vesting schedule set forth above. Provided the
Employee remains in the employ of the Company on a continuous, full-time basis
through the close of business on the last Vesting Date as set forth above, the interest of the Employee in the RSUs shall become
fully vested on that date.


 


3.              Benefit Upon
Vesting.


 


Upon the vesting of the RSUs, the
Employee shall be entitled to receive, as soon as administratively practicable,
Shares or a combination of cash and Shares, as the Company determines in its
sole discretion, equal to:


 


(a)  the number of RSUs that
have vested multiplied by the fair market value (as defined in the Plan) of a
Share on the date on which such RSUs vest, and


 


(b) a dividend equivalent
payment determined by


 


(1)         multiplying the number of vested RSUs
by the dividend per Share on each dividend payment date between the date here
of and the vesting date to determine the dividend equivalent amount for each
dividend payment date;


 


(2)         dividing the amount determined in (1) above
by the fair market value of a Share on the date of such dividend payment to
determine the number of additional RSUs to be credited to the Employee; and


 


(3)         multiplying the number of additional
RSUs determined in (2) above by the fair market value of a Share on the
vesting date to determine the aggregate amount of dividend equivalent payments
for such vested RSUs;


 


provided, however, that if any
aggregated dividend equivalent payments in paragraph (b)(3) above results
in a payment of a fractional share, such fractional share shall be rounded up
to the nearest whole share.


 


4.              Restrictions.


 


(a)         Except as otherwise provided for in
this Stock Notification and Award Agreement, the RSUs or rights granted
hereunder may not be sold, pledged or otherwise transferred until the RSUs
become vested in accordance with the vesting schedule set forth above.  The period of time between the date hereof and
the date the RSUs become fully vested is referred to herein as the “Restriction
Period.”


 


(b)         Except as otherwise provided for in
this Stock Notification and Award 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 RSUs granted hereunder shall be forfeited by the
Employee.


 


5.              Custody of
Restricted Stock Units.


 


The RSUs 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, if the Company determines, in its sole
discretion, to issue Shares pursuant to Section 3 above, such Shares shall
be released into an unrestricted book entry account with the Company’s transfer
agent; provided, however, that a portion of such Shares 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.              No Stockholder
Rights.


 


RSUs represent hypothetical
Shares.  During the Restriction Period,
the Employee shall not be entitled to any of the rights or benefits generally
accorded to stockholders.


 


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, in accordance with the applicable retirement policy, all
outstanding and unvested RSUs 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 of
the Company, 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 payment of cash, Shares
or combination of cash and Shares, as the Company determines in its sole
discretion.  In the event of the Employee’s
death after the vesting date but prior to the payment associated with such the
RSUs, payment for such RSUs shall be made to the Employee’s estate or
designated beneficiary.


 


9.              Taxes.


 


(a)         The Employee shall be liable for any
and all taxes, including withholding taxes and fringe benefit tax, arising out
of this grant or the vesting of RSUs hereunder. In the event that the Company
or the Employee’s employer (the “Employer”) is required, allowed or permitted
to withhold taxes as a result of the grant or vesting of RSUs, or subsequent
sale of Shares acquired pursuant to such RSUs, or due upon receipt of dividend
equivalent payments, the Employee shall surrender a sufficient number of whole
Shares or make a cash payment at the election of the Company, in its sole
discretion, as necessary to cover all applicable taxes legally recoverable from
the Employee and required social security contributions at the time the
restrictions on the RSUs 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 not necessary for required
withholding taxes 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, its Affiliates and Subsidiaries, which are
qualified to deduct tax at source, to deduct all applicable taxes that the
Employer is legally required, allowed or permitted to recover from the Employee
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 Employer takes with respect to any or all income tax, social insurance,
payroll tax, payment on account, fringe benefit tax or other tax-related items
that the Employer is legally required, allowed or permitted to recover from the
Employee (“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 RSUs, including the grant
and vesting of RSUs, subsequent payment of Shares and or cash related to such
RSUs or the subsequent sale of any Shares acquired pursuant to such RSUs and
receipt of any dividend equivalent payments; and (ii)  do not commit to
structure the terms or any aspect of this grant of RSUs 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 legally recover from the
Employee as a result of the Employee’s participation in the Plan or the
Employee’s receipt of RSUs that cannot be satisfied by the means previously
described.  The Company may refuse to
deliver the benefit described in Section 3 if the Employee fails to comply
with the Employee’s obligations in connection with the Tax-Related Items.


 


(c)          In accepting the
RSUs, the Employee consents and agrees that in the event the RSUs become
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 RSUs.  Further, by accepting the RSUs, 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 9.  The Employee further agrees to execute any
other consents or elections required to accomplish the above, promptly upon
request of the Company.


 

















 


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 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 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.


 


12.       Acknowledgment and Waiver.


 


By accepting this grant of RSUs, 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 RSUs is voluntary and occasional and does not create any contractual
or other right to receive future grants of Shares or RSUs, or benefits in lieu
of Shares or RSUs, even if Shares or RSUs 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) 
RSUs, RSU grants and resulting benefits 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) RSUs, RSU 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 RSUs will not be interpreted to
form an employment contract or relationship with the Company, and furthermore,
this grant of RSUs 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 RSUs, no claim or entitlement to compensation or damages shall
arise from termination of this grant of RSUs or diminution in value of this
grant of RSUs 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; 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
benefits under this Stock Notification and Award Agreement, 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 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 RSUs.


 


13.       Miscellaneous.


 


(a)         The Company shall not be required to
treat as owner of RSUs, and associated benefits hereunder, to any transferee to
whom such RSUs 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.  This Stock Notification and Award
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 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.


 


 


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 Restricted
Stock Unit awards


 

















 


·                  Hewlett-Packard Company Plan Prospectus


 


·                  Information for Non-US Employees


 


·                  Applicable plan documents


 


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.