[HEWLETT-PACKARD LOGO]
EXHIBIT 10(g)
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 1995
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's ("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-fourth the number of
shares covered herein before the second anniversary hereof, nor may it be
exercised as to more than one-half of the number of shares covered herein
before the third anniversary hereof, nor may it be exercised as to more
than three-fourths the number of shares covered herein before the fourth
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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Xxxxxxxx X. Xxxxxxx, President and CEO
By
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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:
WHEREAS, the continued participation of 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
Company is willing to grant to the Employee shares of the Company's $0.01 par
value Common Stock ("Stock") subject to the restrictions stated below and in
accordance with the terms and conditions of the Company's 1995 Incentive
Compensation Plan ("Plan"), a copy of which can be found on the Stock Options
Website at: xxxx://xxxxx.xxxx.xx.xxx/xxxxxxx/xxx/xxxxx/xxxx_xxx.xxx or by
written or telephonic request to the Company Secretary.
THEREFORE, the parties agree as follows:
1. Grant of Stock.
Subject to the terms and conditions of this Agreement and of the Plan, the
Company hereby grants to Employee ________ shares of stock.
2. Vesting Schedule.
The interest of Employee in the Stock shall vest in full 3 years from the
date of this agreement. Provided the Employee remains in the employ of the
Company on a continuous, full-time basis through the close of business on
_______, the interest of the Employee in the Stock shall become fully
vested on that date.
3. Restrictions.
(a) The Stock or rights granted hereunder may not be sold, pledged or otherwise
transferred until the shares become vested in accordance with Section 2.
The period of time between the date hereof and the date shares become
vested is referred to herein as the "Restriction Period."
(b) If Employee's employment with the company is terminated at any time for any
reason other than retirement after attaining 55 years of age with 15 years
of service to the Company or 65 years of age without regard to service
prior to the lapse of the Restriction Period, all Stock granted hereunder
shall be forfeited by the Employee, and ownership transferred back to the
Company.
4. Legend.
All certificates representing any shares of Stock of the Company subject to
the provisions of this Agreement shall have endorsed thereon the following
legend:
"The shares represented by this certificate are subject to an agreement
between the Corporation and the registered holder, a copy of which is on
file at the principal office of this Corporation."
5. Escrow.
The certificate or certificates evidencing the Stock subject hereto shall
be delivered to and deposited with the Secretary of the Company as Escrow
Agent in this transaction. The Stock may also be held in a restricted book
entry account in the name of the Employee. Such certificates or such book
entry shares are to be held by the Escrow Agent until termination of the
Restriction Period, when they shall be by said Escrow Agent or Employee.
6. Employee Shareholder Rights.
During the Restriction Period, the Employee shall have all the rights of a
shareholder with respect to the Stock except for the right to transfer the
Stock, as set forth in Section 3. Accordingly, the Employee shall have the
right to vote the Stock and to receive any cash dividends paid to or made
with respect to the Stock.
7. Retirement of Employee.
If Employee retires after attaining 55 years of age with 15 years of
service to the Company or 65 years of age without regard to service, the
Company's obligation to deliver Stock out of escrow is subject to the
condition that for the entire Restriction Period:
(a) 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
Employee's health and any other employment or other activities in
which such Employee may be engaged;
(b) 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) 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) 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, anything
reasonably necessary to enable the Company to secure a patent where
appropriate in the United States and in foreign countries.
8. Total and Permanent Disability of Employee.
In the event of total and permanent disability of Employee, any unpaid but
vested award shall be paid to Employee if legally competent or to a legally
designated guardian or representative if Employee is legally incompetent.
9. Death of Employee.
In the event of the Employee's death prior to the end of the Restriction
Period, the Employee's estate or designated beneficiary shall receive a pro
rata number of shares determined by multiplying the total shares granted by
a fraction equal to a.) the number of whole years elapsed between the date
of this agreement and the Employee's death, divided by b.) 3. In the event
of the Employee's death after the vesting date but prior to the payment of
shares, said shares shall be paid to the Employee's estate or designated
beneficiary.
10. Taxes.
Employee shall be liable for any and all taxes, including withholding
taxes, arising out of this grant or the vesting of Stock hereunder.
11. Miscellaneous.
(a) The Company shall not be required (i) to transfer on its books any
shares of Stock of the Company which shall have been sold or
transferred in violation of any of the provisions set forth in this
agreement or (ii) to treat as owner of such shares or to accord the
right to vote as such owner or to pay dividends to any transferee to
whom such shares shall have been so transferred.
(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
Agreement.
(c) Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given upon delivery to Employee at his
address then on file with the Company.
(d) Neither the Plan nor this Agreement nor any provisions under either
shall be construed so as to grant the Employee any right to remain in
the employ of the Company.
(e) This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof.
HEWLETT-PACKARD COMPANY
By
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Xxxxxxxx X. Xxxxxxx, President and CEO
By
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Xxx X. Xxxxxxx, Associate General Counsel
RETAIN THIS AGREEMENT FOR YOUR RECORDS
