Exhibit 10(r)(r)


 


USnq.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]


 


Non-Qualified Stock Option


 


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:


 


WITNESSETH:


 


WHEREAS,
the Company has established 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, and which Plan is made a part hereof; and


 

















 


WHEREAS,
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 a
stock option under the Plan as hereinafter set forth;


 


NOW
THEREFORE, the parties hereby agree that the Company grants the Employee a
stock option (“Stock Option”) to purchase the number of shares stated above of
its $0.01 par value voting Common Stock (“Share(s)”) upon the terms and
conditions set forth herein.


 


1.                   This Stock
Option is granted under and pursuant to the Plan and is subject to each and all
of the provisions thereof.


 


2.                   The Grant Price
is the price per Share set forth above.


 


3.                   This Stock
Option is not transferable by the Employee otherwise than by will or the laws
of descent and distribution, and is exercisable only by the Employee during his
lifetime.  This Stock Option may not be
transferred, assigned, pledged or hypothecated by the Employee during his
lifetime, whether by operation of law or otherwise, and is not subject to
execution, attachment or similar process.


 


4.                   This Stock
Option will vest and become exercisable according to the vesting schedule set
forth above.  Notwithstanding the
foregoing, this Stock Option shall be exercisable in full upon the retirement
of the Employee, in accordance with the applicable retirement policy, or
permanent and total disability, or upon his death.


 


5.                   This Stock
Option will expire on the expiration date set forth above, unless sooner
terminated or canceled in accordance with the provisions of the Plan.  You must exercise your award, if at all, on a
day the New York Stock Exchange is open for trading and before the expiration
date noted above.   The Employee shall be
solely responsible for exercising this Stock Option, if at all, prior to its
expiration date.  The Company shall have
no obligation to notify the Employee of this Stock Option’s expiration.


 


6.                   This Stock
Option may be exercised by delivering to the Secretary of the Company at its
head office a written notice stating the number of Shares as to which the Stock
Option is exercised or by any other method the Committee has approved;
provided, however, that no such exercise shall be with respect to fewer than
twenty-five (25) Shares or the remaining Shares covered by the Stock Option if
less than twenty-five.  The written
notice must be accompanied by the payment of the full Grant Price of such
Shares.  Payment may be in cash or Shares
or a combination thereof to the extent permissible under applicable law;
provided, however, that any payment in Shares shall be in strict compliance
with all procedural rules established by the Committee.


 


7.                   All rights of
the Employee in this Stock Option, to the extent that it has not been
exercised, shall terminate upon the death of the Employee (except as
hereinafter provided) or termination of his employment for any reason other
than retirement, in accordance with the applicable retirement policy, or
permanent and total disability, and in case of such retirement three (3) years
from the date thereof; provided, however, that in the event of the Employee’s
death his legal representative or designated beneficiary shall have the right
to exercise all or a portion of the Employee’s rights under this Stock
Notification and Award Agreement within the time prescribed for exercise after
the death of the Employee as provided herein. 
The representative or designee must exercise the Stock Option within one
(1) year after the death of the Employee, and shall be bound by the
provisions of the Plan.  In all cases,
however, this Stock Option will expire no later than the expiration date set
forth above.


 


8.                   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, 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 Stock Option, including the grant,
vesting or exercise of this Stock Option, the subsequent sale of Shares
acquired pursuant to such exercise and receipt of any dividends; and (ii) 
do not commit to structure the terms or the grant or any aspect of this Stock
Option to reduce or eliminate the Employee’s liability for Tax-Related
Items.  Prior to the exercise of this
Stock Option, the Employee shall pay or make adequate arrangements satisfactory
to the Company and or the Employer to withhold all applicable Tax-Related Items
legally recoverable from the Employee from Employee’s wages or other cash
compensation paid to Employee by the Company and or the Employer or from
proceeds of the sale of Shares. 
Alternatively, or in addition, if permissible under local law, the
Company may (1) sell or arrange for the sale of Shares that Employee
acquires to meet the withholding obligation for Tax-Related Items, and or (2) withhold
in Shares, provided that the Company only withholds the amount of Shares
necessary to satisfy the minimum withholding amount.  In addition, 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 Employee’s
participation in the Plan or Employee’s purchase of Shares that cannot be
satisfied by the means previously described. 
The Company may refuse to honor the exercise and refuse to deliver the
Shares if Employee fails to comply with Employee’s obligations in connection
with the Tax-Related Items.


 


In
accepting the Stock Option, the Employee consents and agrees that in the event
the Stock Option 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 Stock Option.  Further, by accepting
the Stock Option, 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 8.  The Employee further agrees to execute any
other consents or elections required to accomplish the above, promptly upon
request of the Company.


 


9.                   By accepting
the grant of this Stock Option, 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 this Stock Option is voluntary and occasional
and does not create any contractual or other right to receive future grants of
stock options, or benefits in lieu of stock options, even if stock options 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)  this Stock Option is an extraordinary item
that is outside the scope of the Employee’s employment contract, if any; (vii) this
Stock Option is 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 Stock Option award will not be
interpreted to form an employment contract or relationship with the Company,
and furthermore, this Stock Option award 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) if
the underlying Shares do not increase in value, this Stock Option will have no
value;  (xi) if the Employee exercises
this Stock Option and obtains Shares, the value of those Shares acquired upon
exercise may increase or decrease in value, even below the grant price; (xii)
in consideration of the grant of this Stock Option, no claim or entitlement to
compensation or damages shall arise from termination of this Stock Option or
diminution in value of this Stock Option or Shares purchased through exercise
of this Stock Option 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 (xiii) 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 options and vest in stock options 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 exercise this Stock Option 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 Option.


 


10.            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 stock 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 upon the exercise of
this Stock Option.  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.            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 10K, 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.            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 a
Stock Option 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.


 


13.            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.


 


14.            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


 


·    Information regarding how to
exercise your stock options


 


·    Frequently Asked Questions on
stock option 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.