AMENDMENT ONE TO THE HEWLETT-PACKARD COMPANY <PLAN> LONG-TERM PERFORMANCE CASH AWARD AGREEMENT 2004 Program (May 2004 – April 2007)
Exhibit 99.3
AMENDMENT
ONE TO THE
HEWLETT-PACKARD COMPANY
<PLAN>
LONG-TERM PERFORMANCE CASH AWARD AGREEMENT
2004 Program (May 2004 – April 2007)
THIS AMENDMENT TO THE AGREEMENT, dated July 21, 2005 between HEWLETT-PACKARD COMPANY, a Delaware corporation (“Company”), and <EMPNO> <NAME> (the “Employee”), is entered into as follows, effective [DATE], 2005:
WITNESSETH:
WHEREAS, the Company has established the <PLAN> (“Plan”), a copy of which is available at the Stock Incentive Program Web Site at: xxxx://xxxxxxx.xxxx.xx.xxx/xxxx/xxxxxxxx/xxxxxxx/xxx/xxxx_xxx.xxx or by written request to the Company Secretary, and which Plan is made a part hereof; and
WHEREAS, the HR and Compensation Committee of the Board of Directors of the Company or its delegate(s) (the “Committee”) has determined that the Employee’s cash award agreement dated March 18, 2004 (“Agreement”) under the Plan shall be amended as hereinafter set forth;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Section 3(b)(1) shall be amended in its entirety by substituting the following:
(b) Milestones
(1) Milestone Periods: The amount of the Cash Award credited in accordance with paragraph 5 is determined after the end of each prescribed period. Period 1 shall be the twelve-month period ending on April 30, 2005. Period 2 shall be the six-month period ending on October 31, 2005. Period 3 shall be the twelve-month period ending on October 31, 2006. Period 4 shall be the six-month period ending on April 30, 2007.
(2) Crediting of Cash Award
• If 100% of the associated milestones are achieved for each of the following periods, then the respective percentage of the Cash Award will be credited in accordance with paragraph 5 below:
• Periods 1 and 3 - 33% for each respective period ; and
• Periods 2 and 4 - 17% for each respective period.
• If 90% of the associated milestones are achieved for each of the following periods, then the respective percentage of the Cash Award will be credited in accordance with paragraph 5 below:
• Periods 1 and 3 – 16.5% for each respective period; and
• Periods 2 and 4 - 8.5% for each respective period.
• If greater than 90%, but less than 100%, of the associated milestones are achieved at the end of the applicable period, then the following formulae will be used to determine the percentage of the Cash Award that will be credited in accordance with paragraph 5 below (where X is the percentage of the associated milestones are met): (i) (5X-400)*0.33 for Periods 1 and 3, and (ii) (5X-400)*0.17 for Periods 2 and 4.
• If greater than 100% of the associated milestones are achieved at the end of the applicable period, then the following formulae will be used to determine the percentage of the Cash Award that will be credited in accordance with paragraph 5 below (where X is the percentage of the associated milestones are met): (i) ((5/2)X-150)*0.33 for Periods 1 and 3, and (ii) ((5/2)X-150)*0.17 for Periods 2 and 4; provided, however, that such percentage cannot exceed 150%.
• If less than 90% of the associated milestones are achieved, nothing will be credited.
The total amount credited at the end of the Restriction Period is the “Conditional Payout”.
2. The term “third Anniversary” in Section 3(b)(2)(c) shall be replaced with “Period 4”.
|
|
HEWLETT-PACKARD COMPANY |
|||
|
|
|
|||
|
|
|
|||
|
|
By |
|
|
|
|
|
|
Xxxx X. Xxxx |
||
|
|
|
CEO and President |
||
|
|
|
|||
|
|
|
|||
|
|
By |
|
|
|
|
|
|
Xxx X. Xxxxxxx |
||
|
|
|
Senior Vice President, General Counsel and |
||
RETAIN THIS AGREEMENT FOR YOUR RECORDS
APPENDIX A
PERFORMANCE CONDITIONS
Total Shareowner Return (TSR)
The following multiplier will be applied to the Conditional Payout at the end of the Restriction Period, depending on the Company’s three-year average performance as compared to the three-year average of the S&P 500 beginning on ‹DATE›:
|
|
|
TSR percentile of the |
|
Multiplier |
|
|
Below Threshold |
|
|
|
|
|
|
Threshold |
|
|
|
|
|
|
Target |
|
|
|
|
|
|
Aspirational |
|
|
|
|
|
The multiplier is linearly applied between threshold and target, and target and aspirational.
MILESTONES
‹METRIC INSERTED HERE›
|
|
|
Cash Flow |
|
Amount |
|
|
Below Threshold |
|
|
|
|
|
|
Threshold |
|
|
|
|
|
|
Target |
|
|
|
|
|
|
Aspirational |
|
|
|
|
|
