Exhibit 10(c)(c)


 


HEWLETT-PACKARD
COMPANY


EXECUTIVE
PAY-FOR-RESULTS PLAN


(Amended and Restated Effective
November 1, 2003)


 


1.                                      Purpose.  The purpose
of the Hewlett-Packard Company Executive Pay-for-Results Plan is to provide
certain employees of Hewlett-Packard Company and its subsidiaries with
incentive compensation based upon the level of achievement of financial,
business and other performance criteria.


 


2.                                      Definitions.  As used in the
Plan, the following terms shall have the meanings set forth below:


 


(a)  “Affiliate” shall mean (i) any entity
that, directly or indirectly, is controlled by the Company and (ii) any entity
in which the Company has a significant equity interest, in either case as
determined by the Committee.


 


(b)  “AFM” shall mean the Company’s Accounting and Financial
Manual, as posted from time to time on the Company’s internal web site.


 


(c)  “Board” shall mean the Board of Directors of the Company.


 


(d)  “Bonus” shall mean a cash payment, which may be an addition to
Base Pay made pursuant to the Plan with respect to a particular Performance
Period.  The amount of a Bonus may be
less than, equal to, or greater than the Target Bonus; provided, however, that
a Bonus shall not be greater than an amount equal to three hundred percent
(300%) of the Target Bonus.


 


(e)  “Code” shall mean the
Internal Revenue Code of 1986 and regulations promulgated thereunder, all as
amended from time to time, and any successors thereto.


 


(f)  “Committee” shall mean the
Committee, designated pursuant to Section 4 of the Plan, or its
delegate(s).


 


(g)  “Company” shall mean Hewlett-Packard Company, a Delaware
corporation.


 


(h)  “Covered Officer” shall
mean at any date (i) any individual who with respect to the previous
taxable year of the Company, was a “covered employee” of the Company within the
meaning of Code section 162(m); provided, however that the term “Covered
Officer” shall not include any such individual who is designated by the
Committee, in its sole discretion, at the time of any Bonus or at any subsequent
time, as reasonably expected not to be such a “covered employee” with respect
to the then current taxable year of the Company, and (ii) any individual who is
designated by the Committee, in its sole discretion, at the time of any Bonus
or at any subsequent time, as reasonably expected to be such a “covered
employee” with respect to the then current taxable year of the Company or with
respect to the taxable year of the Company in which any applicable Bonus will
be paid.


 


(i)  “Eligible Earnings” shall mean the annual base rate of cash
compensation, excluding discretionary or contractual bonuses, actual
commissions/bonus payments paid to commissioned employees pursuant to an
incentive plan, Bonuses, Target


 

















 


Bonuses, payments
under the Hewlett-Packard Company Disability Plan and the Hewlett-Packard
Company Supplemental Disability Plan, or any other additional compensation.
Eligible earnings may be modified in accordance with local law or requirements.


 


(j)  “Fiscal
Year” shall mean the twelve-month period from November 1 through
October 31.


 


(k)  “Net
Order Dollars” shall be as defined in the Company’s Corporate
Marketing Policy, as posted on the Company’s internal web site at the start of
the Performance Period.


 


(l)  “Net
Profit Dollars” shall be as defined in the AFM at the start of the
Performance Period.


 


(m)  “Net
Profit Growth” shall be, with respect to any Performance Period,
as defined by the Committee, in its sole discretion.


 


(n)  “Net
Revenue Dollars” shall be as defined in the AFM at the start of the
Performance Period.


 


(o)  “Participant” shall mean
each salaried employee of the Company or its Affiliates in active service whose
position is designated by the Committee as eligible for participation in the
Plan; provided, however, that Participants who are Covered Officers must be
selected prior to the Predetermination Date.


 


(p)  “Performance
Measure” shall mean any measurable criteria using an
approach, such as a balanced score card, which is tied to the Company’s success
that the Committee may determine, including, but not limited to, Net Order
Dollars, Net Profit Dollars, Net Profit Growth, Net Revenue Dollars, Revenue
Growth, Total Shareholder Return Relative to Peer Index, cash flow, earnings or
earnings per share, growth in earnings or earnings per share, return on equity,
stock price, return on equity or average stockholders’ equity, total
stockholder return, return on capital, return on assets or net assets, return
on investment, revenue, income or net income, operating income or net operating
income, operating profit or net operating profit, operating margin, return on
operating revenue, market share, overhead or other expense reduction, credit
rating, strategic plan development and implementation, succession plan
development and implementation, customer satisfaction indicators, and employee
metrics.


 


(q)  “Performance
Period” shall mean a six-month period of time based upon the halves of the
Company’s Fiscal Year, or such other time period as shall be determined by the
Committee.


 


(r)  “Plan” shall mean the
Hewlett-Packard Company Executive Pay-for-Results Plan, as amended from time to
time.


 


(s)  “Predetermination
Date” shall mean (i) the earlier of: a date 45 days after commencement of
the Performance Period, or a date not later than the expiration of 25% of the
Performance Period; provided that the satisfaction of selected Performance
Measures is substantially uncertain at such time, or (ii) such other date on
which a performance goal is considered to be pre-established pursuant to Code
section 162(m).


 


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(t)  “Revenue
Growth” shall be, with respect to any Performance Period, as defined by the
Committee, in its sole discretion.


 


(u)  “Section 16
Officer” shall mean a Participant who is an officer of the
Company within the meaning of Section 16 of the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.


 


(v)  “Target
Bonus” shall mean a Bonus amount that may be paid if 100% of all the
applicable Performance Measures are achieved at Target in the Performance
Period.  The Target Bonus shall be equal
to a fixed percentage of the Participant’s Base Pay for such Performance
Period.  Such percentage shall be
determined by the Committee prior to the Predetermination Date.


 


(w)  “Total
Shareholder Return Relative to Peer Index” shall be, with respect to
any Performance Period, as defined by the Committee, in its sole discretion.


 


3.                                      Eligibility.  Persons
employed by the Company or any of its Affiliates during a Performance Period
and in active service are eligible to be Participants under the Plan for such
Performance Period (whether or not so employed or living at the date a Bonus is
paid) and may be considered by the Committee for a Bonus.  An individual is not rendered ineligible to
be a Participant by reason of being a member of the Board.  Notwithstanding anything herein to the
contrary, the Committee shall have sole discretion to designate or approve the
Participants for any given Performance Period.


 


4.                                      Administration.


 


(a)  Unless otherwise designated
by the Board, the HR and Compensation Committee of the Board shall be the
Committee under the Plan.  A director
may serve as a member or an alternate member of the Committee only during
periods in which the director is an “outside director” as described in Code
section 162(m).  The Committee
shall have full power and authority to construe, interpret and administer the
Plan.  It may issue rules and
regulations for administration of the Plan and shall meet at such times and
places as it may determine.  A majority
of the members of the Committee shall constitute a quorum and all decisions of
the Committee shall be final, conclusive and binding upon all parties, including
the Company, its stockholders, employees and Participants.  In the case of Participants who are not
Covered Officers, the Committee may empower certain person(s) or a committee to
administer the Plan and to perform the duties of the Committee specified herein,
subject to any limitations imposed by the Committee at the time of delegation,
and subject to modification at any time thereafter, whose decisions shall
similarly be final, conclusive and binding upon all parties.


 


(b)  The expenses of the
administration of the Plan shall be borne the Company.


 


5.                                      Term.  Subject to
Section 10(g), the Plan shall be effective as of November 1, 2002
and shall be applicable for future Fiscal Years of the Company unless amended
or terminated by the Board or the Committee pursuant to Section 10(e).


 


6.                                      Bonuses.


 


(a)  Prior to the
Predetermination Date, the Committee shall designate or approve (a) the
positions or employees who will be Participants for a Performance Period, (b)
the


 


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minimum and
maximum Bonuses and the Target Bonuses for the position or employee, (c) the
applicable Performance Measures and combination of Performance Measures and
percentages allocated to the applicable Performance Measures; and (d) the
Performance Period.  All Performance
Measures pertaining to a Covered Officer shall be of such a nature that an
objective third party having knowledge of all the relevant facts could
determine whether performance results with respect to such Performance Measures
have been achieved.


 


(b)  Notwithstanding the
foregoing, prior to the date which is 90 days after the beginning of the
Performance Period, the Committee shall designate or approve the applicable
Performance Measures and combination of Performance Measures and percentages
allocated to the applicable Performance Measures for regions, business groups,
business units or any other sub-group; provided, however, that such designation
or approval shall not apply to any Covered Officer or Section 16 Officer.


 


(c)  The Committee, in its
discretion, may determine that a portion or all of the entire bonus will be
determined by factors other than Performance Measures; provided, however, that
such determination shall not apply to any Covered Officer or Section 16
Officer.


 


7.                                      Determination
of Amount of Bonus.


 


(a)  Calculation   As soon as administratively practicable
after the end of the relevant Performance Period, the Committee, or, in the
case of a Bonus to a Participant who is not a Covered Officer, the person(s) or
committee empowered by the Committee or the Board, shall determine the amount
of the Bonus for each Participant by:


 


(i)                                     Determining the actual
performance results for each Performance Measure;


 


(ii)                                  Determining the amount to
which each Participant is entitled based on the percentage allocated by the
Committee to each Performance Measure against the Target Bonus for each
Participant; and


 


(iii)                               Certifying by resolution
duly adopted by the Committee the amount of the Bonus for each Covered Officer
so determined.


 


(b)  Adjustments to Bonuses.


 


(i)                                     In General.  In its sole discretion, and in circumstances
deemed appropriate by the Committee, the Committee alone may approve any other
adjustments to a Participant’s Bonus during a Performance Period.  The Committee may, in the exercise of its
sole discretion and based on any factors the Committee deems appropriate,
increase, reduce or eliminate to zero the amount of a Bonus to a Participant
prior to payment thereof.  The Committee
shall make a determination of whether and to what extent to increase, reduce or
eliminate Bonuses under the Plan for each Performance Period at such time or
times following the close of the Performance Period as the Committee shall deem
appropriate.  The increase, reduction or
elimination in the amount of a Bonus to a Participant for a Performance Period
shall have no effect on the amount of the Bonus to any other Participant for
such period.


 


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(ii)                                  No Adjustment Increase for
Covered Officers. 
Notwithstanding the provisions of paragraph (i) above and for purposes
of tax deductibility under Section 162(m) of the Code, any adjustments
made in accordance with or for the purposes of paragraph (i) shall be
disregarded for purposes of calculating the Bonus to any Covered Officer to the
extent that such adjustments would have the effect of increasing such Bonus.


 


(c)  Maximum.  Notwithstanding
any other provision of this Plan, the maximum Bonus that may be paid to a
Covered Officer under the Plan with respect to a particular Performance Period
is $15 million.  To the extent the period of time defining a
Performance Period is changed by the Committee, then the maximum Bonus that may
be paid to a Covered Officer under the Plan is an amount that bears the same
pro rata relationship to the new period of time as the above amount does to the
current six-month Performance Period as set by the Committee.


 


8.                                      Payment
of Bonuses.


 


(a)  Payment of a Bonus to a
Participant shall be made as soon as practicable after determination of the
amount of the Bonus under Section 7 above, and after the Committee has
certified in writing the amount to be paid to Covered Officers, except to the
extent a Participant has made a timely election to defer the payment of all or
any portion of such Bonus under the Hewlett-Packard Company Executive Deferred
Compensation Plan or any other similar plan as the Committee determines in its
discretion.


 


(b)  A Participant will forfeit
any Bonus for a Performance Period during which he or she is involuntarily
terminated for cause or voluntarily terminates his or her employment with the
Company for any reason except as otherwise provided in Section 8(c),
below.


 


(c)  The payment of a Bonus with
respect to a specific Performance Period requires that the employee be on the
Company’s payroll as of the end of such Performance Period, subject to the
following:


 


(i)                                     Non-Pay Status.  A Participant who continues to be on
approved non-pay status through the end of the Performance Period may receive a
bonus payment if return to work is within the maximum period approved by the
Company for the non-pay status.  If the
non-pay status results in a leave of absence or termination, guidelines
governing those situations will apply.


 


(ii)                                  Leave of Absence.  A Participant may receive a bonus payment
while on an approved leave of absence even if the leave began prior to the end
of the Performance Period.  The Bonus
will be based on the Participant’s actual Base Pay for the Performance Period.  While on an approved medical leave of
absence, accrual of Base Pay will continue for as long as the employee is
integrating disability benefits with flexible time off (FTO) hours, or sick or
vacation hours.  Only the FTO or sick or
vacation hours will be included in Base Pay.


 


(iii)                               Work-Related Illness/Injury.  A Participant who cannot work due to a
work-related injury/illness and who may be drawing Workers’ Compensation
benefits will be placed on medical leave from the last day worked.  While on leave, a


 


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Participant may
receive a bonus payment even if the leave began prior to the end of the
Performance Period.


 


(iv)                              Work Force Reduction.  If the reason for a Participant’s
termination of employment prior to the end of a Performance Period is Work
Force Reduction, any bonus may be prorated based upon the Participant’s
Eligible Earnings for the Performance Period, unless otherwise determined due
to local law.


 


(v)                                 Retirement.  If the reason for a Participant’s
termination of employment prior to the end of a Performance Period is his or
her retirement at the age and service-year level set by the Company or the
local law requirements where the Participant is employed, any Bonus may be
pro-rated based upon the employee’s time spent actively at work prior to his or
her retirement date.


 


(vi)                              Death.  If a Participant dies prior to the end of a
Performance Period or after the end of a Performance Period but prior to
payment, any Bonus may be paid to the Participant’s estate and may be based on
the Participant’s actual Base Pay for the Performance Period.


 


(d)  Payments of Bonuses to
Participants who are on the payroll of Affiliates of the Company shall be paid
directly by such entities.


 


9.                                      Changes
in Status.


 


(a)  If prior to the end of a
Performance Period a person is hired for a position previously designated by
the Committee for participation under the Plan, that person will commence
participation in the Plan on a pro-rated basis from the date of hire.  Subject to paragraph (c) below if an
employee’s position changes, or the employee is transferred, from a position
that was eligible for participation in the Company Performance Bonus Plan, or
the Pay-for-Results Short-Term Bonus Plan, he or she will be considered to have
been a Participant in this Plan from the beginning of the Performance Period
or, if later, from the date of hire. Notwithstanding the foregoing, this
Section 9(a) shall not apply to a Covered Officer.


 


(b)  If a Participant transfers
from one eligible position to another prior to the end of a Performance Period,
any Bonus will be based on performance as it relates to the Participant’s
position on the last day of the Performance Period.


 


(c)  If prior to the end of a
Performance Period, a Participant transfers into a position that is not
eligible for participation under the Plan, the employee will not receive a
Bonus under the Plan.


 


10.                               Miscellaneous.


 


(a)  No Assignment.  No portion of any Bonus under the Plan may
be assigned or transferred otherwise than by will or the laws of descent and
distribution prior to the payment thereof.


 


(b)  Tax Requirements.  All payments made pursuant to the Plan or
deferred pursuant to Section 8(a) shall be subject to all applicable taxes
or contributions required by


 


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federal, state or
local law to be withheld, in accordance with the procedures to be established
by the Committee.


 


(c)  No Additional
Participant Rights.  The selection
of an individual for participation in the Plan shall not give such Participant
any right to be retained in the employ of the Company or any of its Affiliates,
and the right of the Company and any such Affiliate to dismiss such Participant
or to terminate any arrangement pursuant to which any such Participant provides
services to the Company, with or without cause, is specifically reserved.  No person shall have claim to a Bonus under
the Plan, except as otherwise provided for herein, or to continued
participation under the Plan.  There is
no obligation for uniformity of treatment of Participants under the Plan.  The benefits provided for Participants under
the Plan shall be in addition to and shall in no way preclude other forms of
compensation to or in respect of such Participants.  It is expressly agreed and understood that the employment is
terminable at the will of either party and, if such Participant is a party to
an employment contract with the Company or one of its Affiliates, in accordance
with the terms and conditions of the Participant’s employment contract.


 


(d)  Liability.  The Board and the Committee shall be
entitled to rely on the advice of counsel and other experts, including the
independent auditors for the Company. 
No member of the Board or of the Committee, any officers of the Company
or its Affiliates or any of their designees shall be liable for any act or
failure to act under the Plan, except in circumstances involving bad faith on
the part of such member, officer or designee.


 


(e)  Amendment; Suspension;
Termination.  The Board or Committee
may, at any time and from time to time, amend, suspend or terminate the Plan or
any part of the Plan as it may deem proper and in the best interests of the
Company.  In the case of Participants
employed outside the United States, the Board, the Committee or their designees
may vary the provisions of the Plan as deemed appropriate to conform with local
laws, practices and procedures.  In
addition, the General Counsel, Secretary or Assistant Secretary of the Company
is authorized to make certain minor or administrative changes required by or
made desirable by government regulation. 
Any modification of the Plan may affect present and future Participants
and the amount of any Bonus hereunder.


 


(f)  Other Compensation
Arrangements.  Nothing contained in
the Plan shall prevent the Company or any Affiliate of the Company from
adopting or continuing in effect other compensation arrangements, which
arrangements may be either generally applicable or applicable only in specific
cases.


 


(g)  Governing Law.  The validity, construction and effect of the
Plan and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Delaware and applicable federal law.


 


(h)  No Trust.  Neither the Plan nor any Bonus shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Participant.  To the extent that the Participant acquires a right to receive
payments from the Company in respect of any Bonus, such right shall be no
greater than the right of any unsecured general creditor of the Company.


 


(i)  Section 162(m).
All payments under this Plan are designed to satisfy the special requirements
for performance-based compensation set forth in Code section


 


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162(m)(4)(C) of
the Code, and the Plan shall be so construed. 
Furthermore, if a provision of the Plan causes a payment to fail to
satisfy these special requirements, it shall be deemed amended to satisfy the
requirements to the extent permitted by law and subject to Committee approval.


 


(j)  Designation of
Beneficiaries.  A Participant may,
if the Committee permits, designate a beneficiary or beneficiaries to receive
all or part of the Bonuses which may be paid to the Participant, or may be
payable, after such Participant’s death. 
A designation of beneficiary shall be made in accordance with procedures
specified by the Company and may be replaced by a new designation or may be
revoked by the Participant at any time. 
In case of the Participant’s death, a Bonus with respect to which a
designation of beneficiary has been made (to the extent it is valid and
enforceable under applicable law) shall be paid to the designated beneficiary
or beneficiaries.  Any Bonus granted or
payable to a Participant who is deceased and not subject to such a designation
shall be distributed to the Participant’s estate.  If there shall be any question as to the legal right of any
beneficiary to receive a Bonus under the Plan, the amount in question may be
paid to the estate of the Participant, in which event the Company or its
Affiliates shall have no further liability to anyone with respect to such
amount.


 


(k)  Stockholder Approval.  Plan amendments shall require stockholder
approval only if and to the extent required by applicable law or the applicable
rules of any stock exchange.


 


(l)  Severability.  If any portion of this Plan is deemed to be
in conflict with local law, that portion of the Plan, and that portion only,
will be deemed void under local law. 
All other provisions of the Plan will remain in effect.


 


(m)  Savings Clause.  If any portion of this Plan as it relates to
a Covered Officer is construed as failing to satisfy the provisions of Code
section 162(m), then the Plan will be deemed amended to satisfy the
requirements to the extent permitted by law and subject to Committee approval.


 


11.                               Execution


 


IN WITNESS
WHEREOF, the Company has caused this Plan to be adopted this 15th day of
January 2004, effective November 1, 2003.


 


	
   

  	
  HEWLETT-PACKARD COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Philip M. Condit

  
	
   

  	
  Chair, HR and
  Compensation Committee

  



 


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