Exhibit
10(a)(a)(a)


 





STOCK
NOTIFICATION AND AWARD AGREEMENT


 


 


	
  Name:

  	
  Employee ID:

  
	
   

  	
   

  
	
  Manager Name:

  	
   

  
	
   

  	
   

  
	
  Department:

  	
   

  



 


 


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 Number:

  
	
   

  
	
  Grant Price:

  
	
   

  
	
  Award Amount:

  
	
   

  
	
  Award Type/Sub Type:

  
	
   

  
	
  Expiration Date:

  
	
   

  
	
  Plan:

  
	
   

  
	
  Program Type:

  
	
   

  
	
  Vesting Schedule:

  



 


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 


 


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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: [URL]  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, or if earlier, in accordance with Section 7,
below. Unless, the provisions of Section 7 apply the Employee must remain
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, for  the interest of the Employee in the RSUs shall become fully
vested on that date.


 


3.             Benefit Upon Vesting.


Within 90 days of each date set forth on the above vesting
schedule, the Company shall issue or pay, as applicable, to 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.  Notwithstanding the foregoing to
the contrary, in the event that the provisions of Section 7 apply, the
issuance or payment to the Employee, as applicable, shall be made in accordance
with the vesting schedule set forth above.


 


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 10 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 


 


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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, then within 90 days of the Employee’s death, 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, then within 90 days of the Employee’s
death, payment for such RSUs shall be made to the Employee’s estate or
designated beneficiary.


 


9.             Accelerations or Delayed Delivery.


Notwithstanding anything in this Stock
Notification and Award Agreement to the contrary, the Company, in its sole
discretion may accelerate or delay the delivery of any RSUs subject to Section 409A
of the Internal Revenue Code of 1986, as amended and the regulations and
guidance issued thereunder (“Section 409A”) under the circumstances, and
to the extent, permitted by Section 409A. 
Further, in the event the Company elects to accelerate delivery of any
RSUs subject to Section 409A or pay cash in exchange for the cancellation
of any RSUs subject to Section 409A as the result of a Change in Control
pursuant to the Plan such acceleration or exchange shall only be effective to
the extent the event constitutes a change in control event for purposes of Section 409A.
In all other circumstances delivery will be made in accordance with the normal
vesting schedule.


 


10.      Taxes.


(a)         The Employee shall be liable for any and all taxes, including
withholding taxes and fringe benefit tax, arising out of this grant or the
vesting of RSUs hereunder. In the event that the Company or the Employee’s
employer (the “Employer”) is required, allowed or permitted 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 taxes legally recoverable from the Employee and required
social security contributions at the time the restrictions on the RSUs lapse (however, with respect
to any Shares subject to Section 409A, the Employer shall limit the
surrender of Shares at vesting to the minimum number of Shares permitted to
avoid a prohibited acceleration under Section 409A), 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 taxes that the
Employer is legally required, allowed or permitted to recover from the Employee
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 Employer takes
with respect to any or all income tax, social insurance, payroll tax, payment
on account, fringe benefit tax or other tax-related items that the Employer is
legally required, allowed or permitted to recover from the Employee (“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 


 


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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 legally recover from the Employee 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.


 


(c)         In accepting the RSUs, the Employee consents and agrees that
in the event the RSUs become subject to an employer tax that is legally
permitted to be recovered from the Employee, as may be determined by the
Company and/or the Employer at their sole discretion, and whether or not the
Employee’s employment with the Company and/or the Employer is continuing at the
time such tax becomes recoverable, the Employee will assume any liability for
any such taxes that may be payable by the Company and/or the Employer in
connection with the RSUs.  Further, by
accepting the RSUs, the Employee agrees that the Company and/or the Employer
may collect any such taxes from the Employee by any of the means set forth in
this Section 10.  The Employee
further agrees to execute any other consents or elections required to
accomplish the above, promptly upon request of the Company.


 


11.      Data Privacy Consent.


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
RSUs, options or any other entitlement to shares of stock awarded, canceled,
purchased, exercised, vested, unvested or outstanding in the Employee’s favor
for the exclusive 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. HP is committed to protecting the
privacy of your personal data in such cases. By contract with both the HP
affiliate and with HP vendors, the people and companies that have access to
your personal data are bound to handle your data in a manner consistent with
the HP Privacy Policy and law. We also perform due diligence and audits on our
vendors in accordance with good commercial practices to ensure their
capabilities and compliance with those commitments.


 


The Employee 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 understands that data will
be held only as long as is necessary to implement, administer and manage
participation in the Plan.


 


12.      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.


 


13.      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 


 


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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.


 


14.      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 in violation of any of the provisions
of this Stock Notification and Award Agreement.


(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.


 


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(g)         Payments made pursuant
to the Plan and this Stock Notification and Award Agreement are intended to
comply with Section 409A.  The
Company reserves the right, to the extent the Company deems necessary or
advisable in its sole discretion, to unilaterally amend or modify the Plan
and/or this Stock Notification and Award Agreement to ensure that all RSU
Awards made to United States taxpayers are made in a manner that complies with Section 409A
(including, without limitation, the avoidance of penalties thereunder),
provided however, that the Company makes no representations that the RSUs will
be exempt from any penalties that may apply under Section 409A and makes
no undertaking to preclude Section 409A from applying to this RSU award


 


 


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


 


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.


 


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