Exhibit
10(a)(a)


USnq.doc


 





STOCK NOTIFICATION AND AWARD AGREEMENT


 


	
  Name:

  	
   

  	
  John Smith

  	
   

  	
  Employee ID: 00123456

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Manager Name:

  	
   

  	
  John
  Doe

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Department:

  	
   

  	
  United
  States

  	
   

  	
   

  



 


[Introductory
paragraphs, as appropriate: 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: http://hrcms01.atl.hp.com:6047/public/pages/home/en_US/index.htm
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 or other tax-related withholding (“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
payable by 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 be required to withhold 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.


 


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 http://hrcms01.atl.hp.com:6047/public/pages/home/en_US/index.htm,
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.