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Exhibit 10(e)
HEWLETT-PACKARD COMPANY
INCENTIVE STOCK PLAN STOCK OPTION AGREEMENT (NON-QUALIFIED)
THIS AGREEMENT, dated ___________ ("Grant Date") between
HEWLETT-PACKARD COMPANY, a Delaware corporation ("Company"), and
__________("Employee"), is entered into as follows:
WITNESSETH:
WHEREAS, the Company has established the Hewlett-Packard Company 1990
Incentive Stock Plan ("Plan"), a copy of which can be found on the Stock Options
Web Site at: xxxx://xxxxx.xxxx.xx.xxx/xxxxxxx/xxx/xxxxx/xxxx_xxx.xxx or by
written or telephonic request to the Company Secretary, and which Plan made a
part hereof; and
WHEREAS, the Compensation Committee of the Board of Directors of the
Company ("Committee") has determined that the Employee shall be granted an
option under the Plan as hereinafter set forth;
NOW THEREFORE, the parties hereby agree that in consideration of services
rendered and to be rendered, the Company grants the Employee an option
("Option") to purchase ________ shares of its $0.01 par value voting Common
Stock upon the terms and conditions set forth herein.
1. This Option is granted under and pursuant to the Plan and is subject to
each and all of the provisions thereof.
2. The Option price shall be $_______ per share.
3. This Option is not transferable by the Employee otherwise than by will or
the laws of descent and distribution, and is exercisable only by the
Employee during his lifetime. This Option may not be transferred, assigned,
pledged or hypothecated by the Employee during his lifetime, whether by
operation of law or otherwise, and is not subject to execution, attachment
or similar process.
4. This Option may not be exercised before the first anniversary of the date
hereof, nor may it be exercised as to more than one-half the number of
shares covered herein before the second anniversary hereof. Notwithstanding
the foregoing, this Option shall be exercisable in full upon the retirement
of the Employee because of age or permanent and total disability, or upon
his death.
5. This Option will expire ten (10) years from the date hereof, unless sooner
terminated or canceled in accordance with the provisions of the Plan. This
means that the Option must be exercised, if at all, on or before _________.
6. This Option may be exercised by delivering to the Secretary of the Company
at its head office a written notice stating the number of shares as to
which the Option is exercised; provided, however, that no such exercise
shall be with respect to fewer than twenty-five (25) shares or the
remaining shares covered by the Option if less than twenty-five. The
written notice must be accompanied by the payment of the full Option price
of such shares. Payment may be in cash or shares of the Company's Common
Stock or a combination thereof; provided, however, that any payment in
shares shall be in strict compliance with all procedural rules established
by the Committee.
7. All rights of the Employee in this Option, to the extent that it has not
been exercised, shall terminate upon the death of the Employee (except as
hereinafter provided) or termination of his employment for any reason other
than retirement because of age or permanent and total disability, and in
case of such retirement three (3) years from the date thereof; provided,
however, that in the event of the Employee's death his legal representative
or designated beneficiary shall have the right to exercise all or a portion
of the Employee's right under this Option. The representative or designee
must exercise the Option within one (1) year after the death of the
employee, and shall be bound by the provisions of the Plan. In all cases,
however, the Option will expire no later than the expiration date set forth
in Paragraph 5.
8. The Employee shall remit to the Company payment for all applicable
withholding taxes, and required social security contributions at the
time the Employee exercises any portion of this Option.
9. Neither the Plan nor this Agreement nor any provision under either shall be
construed so as to grant Employee any right to remain in the employ of the
Company, and it is expressly agreed and understood that employment is
terminable at the will of either party.
HEWLETT-PACKARD COMPANY
By
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Xxxxx X. Xxxxx, Chairman, CEO and President
By
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D. Xxxxx Xxxxxxxx, Associate General Counsel
and Secretary
RETAIN THIS AGREEMENT FOR YOUR RECORDS
