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Exhibit 10(j)(j)    
    


 
 

HEWLETT-PACKARD COMPANY
  1997 DIRECTOR STOCK PLAN COMMON STOCK PAYMENT AGREEMENT    
    


        THIS AGREEMENT, dated [DATE] ("Grant Date") between HEWLETT-PACKARD COMPANY, a Delaware
corporation ("HP"), and [NAME] (the "Director"), a director of HP is entered into as follows: 


WITNESSETH:  


        WHEREAS, HP has established the Hewlett-Packard Company 1997 Director Stock Plan (the "Plan"), a copy of which is attached hereto as Exhibit "A" and made part
hereof; and 


        WHEREAS,
the Director has filed an election in accordance with the terms of the Plan to be granted a Common Stock Payment (as defined in the Plan) under the Plan as hereinafter set forth
below; 


        NOW
THEREFORE, the parties hereby agree that in consideration of services rendered and to be rendered, HP grants the Director a Common Stock Payment in the amount of  [AMOUNT] shares of its $0.01 par value
HP common stock (the "Shares") upon the terms and conditions set forth herein. 


	1.
	The
Shares are granted under and pursuant to the Plan and are subject to each and all of the provisions thereof.



	2.
	The
Shares shall be deposited in certificate with HP's Secretary or book entry form in escrow until the restrictions on the Shares lapse, i.e., vest.



	3.
	The
Shares may not be pledged, sold or otherwise assigned until all restrictions pertaining to such shares are terminated.



	4.
	The
Shares shall [VESTING PROVISION].



	5.
	The
Director agrees to receive stockholder information, including copies of any annual report, proxy and Form 10-K, from the investor relations section of HP web site at
www.hp.com. The Director acknowledges that additional copies of the Plan, Plan prospectus, Plan information and stockholder information are available upon written or telephonic request to HP's
Secretary. 



IN
WITNESS WHEREOF, the parties have executed this Agreement in duplicate the day and year first above written. 



	

 	
 	

 	
 	
HEWLETT-PACKARD COMPANY
	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

By	
 	

    

	 	 	 	 	 	 	Robert P. Wayman

Chief Executive Officer and

Chief Financial Officer
	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

By	
 	

    

	 	 	 	 	 	 	Ann O. Baskins

Senior Vice President, General Counsel

and Secretary
	
Signed:	
 	

    
Name of Director	
 	

 	
 	

 









 
 

HEWLETT-PACKARD COMPANY
  1997 DIRECTOR STOCK PLAN OPTION AGREEMENT    
    


        THIS AGREEMENT, dated [DATE] ("Grant Date") between HEWLETT-PACKARD COMPANY, a Delaware
corporation ("HP"), and [NAME] (the "Director"), a director of HP is entered into as follows: 


WITNESSETH:  


        WHEREAS, HP has established the Hewlett-Packard Company 1997 Director Stock Plan (the "Plan"), a copy of which is attached hereto as Exhibit "A" and made a part
hereof; and 


        WHEREAS,
the Director has filed an election in accordance with the terms of the Plan to be granted an option under the Plan as hereinafter set forth below; 


        NOW
THEREFORE, the parties hereby agree that in consideration of services rendered and to be rendered, HP grants the Director an option (the "Option") to purchase  [AMOUNT] shares of its $0.01 par value HP
common stock (the "Shares") upon the terms and conditions set forth herein. 


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



	2.
	The
Option price shall be $[PRICE] per Share.



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



	4.
	The
Shares underlying this Option shall [VESTING PROVISION].



	5.
	This
Option will expire ten (10) years from the date hereof, unless sooner terminated or canceled in accordance with the provisions of the Plan.



	6.
	This
Option shall be exercised by delivering to the Secretary of HP at its head office a written notice stating the number of Shares as to which the Option is exercised or by any other
method HP has approved. The written notice must be accompanied by payment of the full Option price for such Shares.



	7.
	All
rights of the Director in this Option, to the extent that it has not been exercised, shall terminate upon the death of the Director (except as hereinafter provided). The Director
may, by written notice to HP, designate one or more persons, including his legal representative, who shall by reason of the Director's death acquire the right to exercise all or a portion of the
Director's Option. The person so designated must exercise this Option within the term of this Option set forth in paragraph 5. The person designated to exercise this Option after the Director's
death shall be bound by the provisions of the Plan.



	8.
	The
Director hereby designates the following person(s) as the one(s) who may exercise this Option after his death as provided above: 






	 	 	Name:	 	    
	 	Relationship:	 	    

	

 	
 	

Name:	
 	

    
	
 	

Relationship:	
 	

    






        The
Director agrees that the designation above shall apply to this Option and all previous options granted to the Director under the Plan, and this designation shall supercede all
previous designations, unless otherwise the Director indicates otherwise. 


        The
Director may change the above designation at his pleasure by filing with the Secretary of HP a written notice of change. 












	9.
	The
Director agrees to receive 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 Director acknowledges that additional copies of the Plan, Plan prospectus, Plan information and stockholder information are available upon written or telephonic request to HP's
Secretary. 



IN
WITNESS WHEREOF, the parties have executed this Agreement in duplicate the day and year first above written. 



	 	 	 	 	HEWLETT-PACKARD COMPANY
	

 	
 	

 	
 	

 	
 	

 
	 	 	 	 	By	 	    

	 	 	 	 	 	 	Robert P. Wayman

Chief Executive Officer and

Chief Financial Officer
	

 	
 	

 	
 	

 	
 	

 
	 	 	 	 	By	 	    

	 	 	 	 	 	 	Ann O. Baskins

Senior Vice President, General Counsel

and Secretary
	
Signed:	
 	

    
Name of Director	
 	

 	
 	

 













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Exhibit 10(j)(j)


HEWLETT-PACKARD COMPANY 1997 DIRECTOR STOCK PLAN COMMON STOCK PAYMENT AGREEMENT

HEWLETT-PACKARD COMPANY 1997 DIRECTOR STOCK PLAN OPTION AGREEMENT