(B)
ADJUSTMENTS TO BONUSES.
(I)
IN GENERAL.
IN ITS SOLE DISCRETION, THE COMMITTEE OR THE
COMMITTEE'S DELEGATE MAY, BUT IS NOT REQUIRED TO, MAKE AN ADJUSTMENT TO A
PARTICIPANT'S BONUS TO TAKE INTO ACCOUNT EVENTS OR SITUATIONS WHICH: (A) HAVE A
FINANCIAL IMPACT RELEVANT TO THE APPLICABLE PERFORMANCE PERIOD, (B) WERE NOT
ALREADY TAKEN INTO ACCOUNT IN THE PARTICIPANT'S PERFORMANCE MEASURES FOR SUCH
PERIOD, AND (C) WHICH HAD A FINANCIAL IMPACT IN THE APPLICABLE PERFORMANCE
PERIOD IN EXCESS OF U.S. $50 MILLION DUE TO ANY OF THE FOLLOWING:
(I) ACQUISITIONS AND INVESTMENTS, (II) DIVESTITURES, (III) A MAJOR CHANGE IN
U.S. ACCOUNTING PRINCIPLES, OR (IV) A MAJOR REORGANIZATION WITHIN THE COMPANY.
IN ITS SOLE DISCRETION, AND WITHOUT DELEGATION, THE COMMITTEE ALONE MAY APPROVE
ANY OTHER ADJUSTMENTS TO A PARTICIPANT'S BONUS DURING A PERFORMANCE PERIOD.
(II)
REDUCTIONS. IN ADDITION TO A GENERAL BONUS ADJUSTMENT ADDRESSED
IN SECTION 7(B)(I), THE COMMITTEE MAY, IN THE EXERCISE OF ITS SOLE DISCRETION
AND BASED ON ANY FACTORS THE COMMITTEE DEEMS APPROPRIATE, REDUCE OR ELIMINATE TO
ZERO THE AMOUNT OF A BONUS TO A PARTICIPANT OTHERWISE CALCULATED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 7(A) PRIOR TO PAYMENT THEREOF.
THE COMMITTEE
SHALL MAKE A DETERMINATION OF WHETHER AND TO WHAT EXTENT TO REDUCE BONUSES UNDER
THE PLAN FOR EACH PERFORMANCE PERIOD AT SUCH TIME OR TIMES FOLLOWING THE CLOSE
OF THE PERFORMANCE PERIOD AS THE COMMITTEE SHALL DEEM APPROPRIATE.
THE
REDUCTION IN THE AMOUNT OF A BONUS TO A PARTICIPANT FOR A PERFORMANCE PERIOD
SHALL HAVE NO EFFECT ON THE AMOUNT OF THE BONUS TO ANY OTHER PARTICIPANT FOR
SUCH PERIOD.
(C)
NO ADJUSTMENTS FOR COVERED OFFICERS.
NOTWITHSTANDING THE
PROVISIONS OF SECTION 7(B) ABOVE AND FOR PURPOSES OF TAX DEDUCTIBILITY UNDER
SECTION 162(M) OF THE CODE, ANY ADJUSTMENTS MADE IN ACCORDANCE WITH OR FOR THE
PURPOSES OF SECTION 7(B) SHALL BE DISREGARDED FOR PURPOSES OF CALCULATING THE
BONUS TO ANY COVERED OFFICER TO THE EXTENT THAT SUCH ADJUSTMENTS WOULD HAVE THE
EFFECT OF INCREASING SUCH BONUS.
(D)
MAXIMUM.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS PLAN, THE
MAXIMUM BONUS THAT MAY BE PAID TO A COVERED OFFICER UNDER THE PLAN WITH RESPECT
TO A PARTICULAR PERFORMANCE PERIOD IS $15 MILLION.
TO THE EXTENT THE PERIOD OF
TIME DEFINING A PERFORMANCE PERIOD IS CHANGED BY THE COMMITTEE, THEN THE MAXIMUM
BONUS THAT MAY BE PAID TO A COVERED OFFICER UNDER THE PLAN IS AN AMOUNT THAT
BEARS THE SAME PRO RATA RELATIONSHIP TO THE NEW PERIOD OF TIME AS THE ABOVE
AMOUNT DOES TO THE CURRENT SIX-MONTH PERFORMANCE PERIOD AS SET BY THE COMMITTEE.
4
8.
PAYMENT OF BONUSES.
(A)
PAYMENT OF A BONUS TO A PARTICIPANT SHALL BE MADE AS SOON AS
PRACTICABLE AFTER DETERMINATION OF THE AMOUNT OF THE BONUS UNDER SECTION 7
ABOVE, AND AFTER THE COMMITTEE HAS CERTIFIED IN WRITING THE AMOUNT TO BE PAID,
EXCEPT TO THE EXTENT A PARTICIPANT HAS MADE A TIMELY ELECTION TO DEFER THE
PAYMENT OF ALL OR ANY PORTION OF SUCH BONUS UNDER THE HEWLETT-PACKARD COMPANY
EXECUTIVE DEFERRED