Exhibit 10(p)(p)


 


USres.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
Award


 


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 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 (“Share(s)”) 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 Award.


 


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
Shares stated above (“Restricted Stock Award” or “RSA”).


 


2.              Vesting Schedule.


 


The interest of the Employee in the
RSA 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 set forth above, the interest
of the Employee in the RSA shall become fully vested on that date.


 


3.              Restrictions.


 


(a)         The Shares or rights granted
hereunder may not be sold, pledged or otherwise transferred until the RSA
becomes vested in accordance with Section 2.  The period of time between the date hereof
and the date the RSA becomes 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 Shares granted hereunder shall be forfeited by the
Employee, and ownership transferred back to the Company.


 


4.              Legend.


 


All certificates representing any
Shares subject to the provisions of this Stock Notification and Award 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 Shares 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 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.              The Employee’s
Stockholder Rights.


 


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


 


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 RSAs 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 number of Shares
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, said Shares 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 and fringe benefit tax, arising out
of this RSA or the vesting of Shares hereunder. In the event that the Company
or the Employee’s employer (the “Employer”) is legally required, allowed or
permitted to recover taxes from the Employee as a result of the grant or
vesting of the RSA or subsequent sale of Shares hereunder, 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 that the Employer is legally required, allowed or permitted to
recover from the Employee and required social security contributions at the
time the restrictions on the Shares 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
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 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 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 RSA, including the grant, vesting or release, the subsequent sale of
Shares and receipt of any dividends; and (ii)  do not commit to structure
the terms or any aspect of this RSA 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
Shares that cannot be satisfied by the means previously described.  The Company may refuse to deliver the Shares
if the Employee fails to comply with the Employee’s obligations in connection
with the Tax-Related Items.


 


(c)          In accepting the
RSA, the Employee consents and agrees that in the event the RSA 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 RSA.  Further, by accepting the RSA, 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 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 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 RSA, 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
the RSA is voluntary and occasional and does not create any contractual or
other right to receive future grants of RSAs, or benefits in lieu of RSAs, even
if RSAs 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)  RSAs are an extraordinary
item that is outside the scope of the Employee’s employment contract, if any; (vii) RSAs
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 RSA will not be interpreted to form an
employment contract or relationship with the Company, and furthermore, this RSA
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 the grant of this RSA, no claim or
entitlement to compensation or damages shall arise from termination of this RSA
or diminution in value of this RSA 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 Shares and vest in Shares 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 RSA 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
RSA .


 


13.       Miscellaneous.


 


(a)         The Company shall not be required (i) to
transfer on its books any Shares which shall have been sold or transferred in
violation of any of the provisions set forth in this Stock Notification and
Award Agreement, or (ii) to treat as owner of such Shares or to accord the
right to vote as such owner or to pay dividends to any transferee to whom such
Shares 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 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 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.