Exhibit 10(b)(b)


USres.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
Award


 


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 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 shares of the
Company’s $0.01 par value Common Stock (“Share(s)”) 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 Award.


 


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 Shares stated above
(“Restricted Stock Award” or “RSA”).


 


2.     Vesting Schedule.


 


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


 


3.     Restrictions.


 


(a)   The Shares or rights granted
hereunder may not be sold, pledged or otherwise transferred until the RSA becomes
vested in accordance with Section 2. The period of time between the date hereof
and the date the RSA becomes 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 Shares granted hereunder shall be forfeited by the
Employee, and ownership transferred back to the Company.


 


4.     Legend.


 


All certificates representing any Shares subject to the
provisions of this Stock Notification and Award Agreement shall have endorsed
thereon the following legend:


 


“The shares represented by this certificate are subject to an
agreement between the Corporation and the registered holder, a copy of which is
on file at the principal office of this Corporation.”


 


5.     Escrow.


 


The Shares 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, the 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.     The Employee’s Stockholder Rights.


 


During the Restriction Period, the Employee shall have all
the rights of a stockholder with respect to the RSA except for the right to transfer
the Shares, as set forth in Section 3. Accordingly, the Employee shall have the
right to vote the Shares and to receive any cash dividends paid to or made with
respect to the Shares.


 


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 RSAs 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 number of Shares determined by the Company in
its discretion. In the event of the Employee’s death after the vesting date but
prior to the payment of Shares, said Shares shall be paid 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 RSA or the
vesting of Shares hereunder. In the event that the Company or the Employer is
required to withhold taxes as a result of the grant or vesting of the RSA or
subsequent sale of Shares hereunder, 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 Shares 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 cash payment 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 RSA, including
the grant, vesting or release, the subsequent sale of Shares and receipt of any
dividends; and (ii)  do not commit to
structure the terms or any aspect of this RSA 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 Shares that cannot be
satisfied by the means previously described. The Company may refuse to deliver
the Shares 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 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 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 RSA, 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 the RSA is voluntary and
occasional and does not create any contractual or other right to receive future
grants of RSAs, or benefits in lieu of RSAs, even if RSAs 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)  RSAs are
an extraordinary item that is outside the scope of the Employee’s employment
contract, if any; (vii) RSAs 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 RSA will not be interpreted to form an employment contract or relationship
with the Company, and furthermore, this RSA 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 the grant of this RSA, no claim or entitlement to compensation
or damages shall arise from termination of this RSA or diminution in value of
this RSA 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
Shares and vest in Shares 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 vest in
this RSA 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 RSA .


 


13.   Miscellaneous.


 


(a)   The Company shall not be required (i)
to transfer on its books any Shares which shall have been sold or transferred
in violation of any of the provisions set forth in this Stock Notification and
Award Agreement, or (ii) to treat as owner of such Shares or to accord the
right to vote as such owner or to pay dividends to any transferee to whom such Shares
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 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.