PACKARD COMPANY. By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- STOCKHOLDER By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- Stockholder's Address for Notice: --------------------------------------------- --------------------------------------------- --------------------------------------------- __________ Outstanding Shares of Common Stock of the Company __________ Outstanding Shares of Common Stock of the Company subject to outstanding stock options ***VOTING AGREEMENT*** EXHIBIT A IRREVOCABLE PROXY The undersigned Stockholder of Heartstream, Inc., a Delaware corporation (the "COMPANY"), hereby irrevocably appoints D. Xxxxx Xxxxxxxx and Xxx X Xxxxxxx, the Secretary and Assistant Secretary, respectively, of Hewlett-Packard Company, a California corporation ("PARENT"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to the voting of the Shares and the New Shares (as such terms are defined in the Voting Agreement of even date herewith between Parent and the Stockholder (the "VOTING AGREEMENT")) on the matters described below (and on no other matter), until such time as that certain Agreement and Plan of Reorganization dated as of December 29, 1997 (the "MERGER AGREEMENT"), among Parent, Whistler Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("MERGER SUB"), and the Company, shall be terminated in accordance with its terms or the Merger (as defined in the Merger Agreement) becomes effective. Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares, the New Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and no subsequent proxies will be given. This proxy is irrevocable, is granted pursuant to the Voting Agreement and is granted in consideration of Parent entering into the Merger Agreement. The attorneys and proxies named above will be empowered at any time prior to the earlier of termination of the Merger Agreement and the date on which the Merger becomes effective to exercise all voting rights (including, without limitation, the power to execute and deliver written consents with respec...
PACKARD COMPANY. By /s/ Xxxxx X. Xxx ---------------- Xxxxx X. Xxx Chairman of the Compensation Committee By /s/ Xxx Xxxxxxx --------------- Xxx Xxxxxxx Associate General Counsel RETAIN THIS AGREEMENT FOR YOUR RECORDS
PACKARD COMPANY. By: -------------------------------------- Name: Title:
PACKARD COMPANY. By ------------------------------------------ Xxxxx X. Xxxxx, Chairman, CEO and President By ------------------------------------------ D. Xxxxx Xxxxxxxx, Associate General Counsel and Secretary
PACKARD COMPANY. By -------------------------------- Lewix X. Xxxxx Chairman, CEO and President By -------------------------------- D. Craix Xxxxxxxx Associate General Counsel and Secretary HEWLETT-PACKARD COMPANY RESTRICTED STOCK AGREEMENT This agreement is made as of the by and between Hewlett-Packard Company, a California Corporation ("Company"), and ("Employee").
PACKARD COMPANY. By: /s/ Xxx X. Xxxxxxx ----------------------------------- Name: Xxx X. Xxxxxxx --------------------------------- Title: Associate General Counsel and -------------------------------- Assistant Secretary AGILENT TECHNOLOGIES, INC. By: /s/ Xxxxx Xxxxxxxx ----------------------------------- Name: Xxxxx Xxxxxxxx --------------------------------- Title: Senior Vice President, General -------------------------------- Counsel and Secretary.
PACKARD COMPANY. By: ----------------------------------------- Name: --------------------------------------- Title: -------------------------------------- SMARTSERV ONLINE, INC. By: ----------------------------------------- Name: --------------------------------------- Title: --------------------------------------
PACKARD COMPANY. Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939:
PACKARD COMPANY. By: ------------------------------------------ Name: Title: CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION, As Trustee By: ------------------------------------------ Name: Title:
PACKARD COMPANY. By --------------------------------------- Xxxxxxxx X. Xxxxxxx, President and CEO By --------------------------------------- Xxx X. Xxxxxxx, Associate General Counsel RETAIN THIS AGREEMENT FOR YOUR RECORDS [HEWLETT-PACKARD LOGO] HEWLETT-PACKARD COMPANY RESTRICTED STOCK AGREEMENT THIS AGREEMENT, is made as of __________ by and between Hewlett-Packard Company, a Delaware Corporation ("Company"), and ___________ (Employee"), is entered into as follows:
