Exhibit 10(c)(c)


Res_unit.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]


 


Restricted Stock
Units


 


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:


 


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 restricted stock
units representing hypothetical shares of the Company’s common stock (“RSUs”),
with each RSU equal in value to one 


 

















 


share of
the Company’s $0.01 par value common stock (“Shares”), 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: http://hrcms01.atl.hp.com:6047/public/pages/home/en_US/index.htm
or by written or telephonic request to the Company Secretary.


 


THEREFORE,
the parties agree as follows:


 


1.     Grant of Restricted Stock Units.


 


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 RSUs set forth
above.


 


2.     Vesting Schedule.


 


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


 


3.     Benefit Upon Vesting.


 


Upon the vesting of the RSUs, the Employee shall be entitled
to receive, as soon as administratively practicable, Shares or a combination of
cash and Shares, as the Company determines in its sole discretion, equal to:


 


(a)  the number of RSUs
that have vested multiplied by the fair market value (as defined in the Plan)
of a Share on the date on which such RSUs vest, and


 


(b) a dividend equivalent payment determined by


 


(1)   multiplying the number of vested RSUs
by the dividend per Share on each dividend payment date between the date here
of and the vesting date to determine the dividend equivalent amount for each
dividend payment date;


 


(2)   dividing the amount determined in (1)
above by the fair market value of a Share on the date of such dividend payment
to determine the number of additional RSUs to be credited to the Employee; and


 


(3)   multiplying the number of additional RSUs
determined in (2) above by the fair market value of a Share on the vesting date
to determine the aggregate amount of dividend equivalent payments for such
vested RSUs;


 


provided, however, that if any aggregated dividend equivalent
payments in paragraph (b)(3) above results in a payment of a fractional share,
such fractional share shall be rounded up to the nearest whole share.


 


4.     Restrictions.


 


(a)   Except as otherwise provided for in
this Stock Notification and Award Agreement, the RSUs or rights granted
hereunder may not be sold, pledged or otherwise transferred until the RSUs become
vested in accordance with the vesting schedule set forth above. The period of
time between the date hereof and the date the RSUs become 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 RSUs granted hereunder shall be forfeited by the
Employee.


 


5.     Custody of Restricted Stock Units.


 


The RSUs 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, if the Company
determines, in its sole discretion, to issue Shares pursuant to Section 3
above, such 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.     No Stockholder Rights.


 


RSUs represent hypothetical Shares. During the Restriction
Period, the Employee shall not be entitled to any of the rights or benefits
generally accorded to stockholders.


 


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 RSUs 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 payment of cash, Shares or combination of cash
and Shares, as the Company determines in its sole discretion. In the event of
the Employee’s death after the vesting date but prior to the payment associated
with such the RSUs, payment for such RSUs shall be made to the Employee’s
estate or designated beneficiary.


 


9.     Taxes.


 


(a)   The Employee shall be liable for any
and all taxes, including withholding taxes, arising out of this grant or the
vesting of RSUs hereunder. In the event that the Company or the Employer is
required to withhold taxes as a result of the grant or vesting of RSUs, or
subsequent sale of Shares acquired pursuant to such RSUs, or due upon receipt
of dividend equivalent payments, 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 required
withholding taxes and required social security contributions at the time the
restrictions on the RSUs 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 payment of cash 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 required withholding taxes 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 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 grant of RSUs,
including the grant and vesting of RSUs, subsequent payment of Shares and or
cash related to such RSUs or the subsequent sale of any Shares acquired
pursuant to such RSUs and receipt of any dividend equivalent payments; and
(ii)  do not commit to structure the
terms or any aspect of this grant of RSUs 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
be required to withhold as a result of the Employee’s participation in the Plan
or the Employee’s receipt of RSUs that cannot be satisfied by the means
previously described. The Company may refuse to deliver the benefit described
in Section 3 if the Employee fails to comply with the Employee’s obligations in
connection with the Tax-Related Items.


 


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 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 grant of RSUs, 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 RSUs is voluntary and
occasional and does not create any contractual or other right to receive future
grants of Shares or RSUs, or benefits in lieu of Shares or RSUs, even if Shares
or RSUs 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)  RSUs, RSU grants and resulting benefits are an
extraordinary item that does not constitute compensation of any kind for
services of any kind rendered to the Company or the Employer, and is outside
the scope of the Employee’s employment contract, if any; (vii) RSUs, RSU grants
and resulting benefits 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 grant of RSUs will not be interpreted to form an employment contract or
relationship with the Company, and furthermore, this grant of RSUs 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 this grant of RSUs, no claim or entitlement
to compensation or damages shall arise from termination of this grant of RSUs or
diminution in value of this grant of RSUs 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 benefits under this Stock
Notification and Award Agreement, 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 the Employee’s employment
(whether or not in breach of local labor laws), the Employee’s right to receive
benefits under this Stock Notification and Award Agreement 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 grant of RSUs.


 

















 


13.   Miscellaneous.


 


(a)   The Company shall not be required to
treat as owner of RSUs, and associated benefits hereunder, to any transferee to
whom such RSUs or benefits 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


 


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


•      Frequently
Asked Questions on Restricted Stock Unit 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.