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Exhibit 10(p)(p)    
    


 
 

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


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


WITNESSETH:  


        WHEREAS, the Company 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 and election in accordance with the terms of the Plan to be granted a Common Stock Payment (as defined 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, the Company grants the Director a Common Stock Payment in the amount of  SHARES shares of its $0.01 par
value Company 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 the Company'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.
	One-third
of the Shares shall vest and be released from escrow on the first anniversary of the Grant Date, an additional one-third of the Shares shall vest and
be released from escrow on the second anniversary of the Grant Date and all shares shall vest and be released from escrow on the third anniversary of the Grant Date.



	5.
	The
Director agrees to receive stockholder information, including copies of any annual report, proxy and Form 10K, 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 the Company
Secretary. 



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



	 	 	HEWLETT-PACKARD COMPANY
	
 	
 	

By	

/s/  CARLTON S. FIORINA      
 Carlton S. Fiorina

Chairman and Chief Executive Officer
	

 	
 	

By	

/s/  ANN O. BASKINS      
 Ann O. Baskins

Sr. 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 (the "Company"),
and NAME (the "Director"), a director of Company is entered into as follows: 


WITNESSETH:  


        WHEREAS, the Company 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, the Company grants the Director an option (the "Option") to purchase  # OF SHARES shares of its $0.01
par value Company 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.
	One-third
of the Shares underlying this Option shall vest, i.e., become exercisable, on the first anniversary of the Grant Date, an additional one-third of the
Shares underlying this Option shall vest on the second anniversary of the Grant Date and this Option shall be fully vested on the third anniversary of the Grant Date.



	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 the Company at its head office a written notice stating the number of Shares as to which the Option is exercised or by
any other method the Company 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 the Company, 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 the Company a written notice of change. 



	9.
	The
Director agrees to receive stockholder information, including copies of any annual report, proxy and Form 10K, 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 the Company
Secretary. 



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



	 	 	HEWLETT-PACKARD COMPANY
	
 	
 	

By	

/s/  CARLTON S. FIORINA      
 Carlton S. Fiorina

Chairman and Chief Executive Officer
	

 	
 	

By	

/s/  ANN O. BASKINS      
 Ann O. Baskins

Sr. Vice President, General Counsel and

Secretary





	Signed	 	 	 
	 	
 Name of Director	 	 













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Exhibit 10(p)(p)


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

HEWLETT-PACKARD COMPANY 1997 DIRECTOR STOCK PLAN OPTION AGREEMENT