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EXHIBIT 10(s)
[Hewlett-Packard Logo]
HEWLETT-PACKARD COMPANY
INCENTIVE STOCK PLAN STOCK OPTION AGREEMENT (NON-QUALIFIED)
THIS AGREEMENT, dated ("Grant Date") between
HEWLETT-PACKARD COMPANY, a California corporation ("Company"), and
("Employee"), an employee of is entered into as follows:
WITNESSETH:
WHEREAS, the Company has established the Hewlett-Packard Company 1995
Incentive Stock Plan ("Plan"), a copy of which is attached hereto as Exhibit "A"
and made a part hereof; and
WHEREAS, the Compensation Committee 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 $1 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. This 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.
6. This Option shall 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 U.S.
withholding taxes at the time the Employee exercises any portion of this
Option.
9. Whenever used in this Agreement, the masculine gender shall be deemed to
include the feminine.
10. 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
--------------------------------
Lewis E. Platt
Chairman, CEO and President
By
--------------------------------
D. Craig Nordlund
Associate General Counsel and Secretary
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[Hewlett-Packard Logo]
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").
WHEREAS the continued participation of the 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 $1 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
Stock Plan ("Plan").
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 delivered by said Escrow Agent to
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.
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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:
--------------------------------------
Lewis E. Platt
Chairman, CEO, and President
By:
---------------------------------------
D. Craig Nordlund
Associate General Counsel and Secretary
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[Hewlett-Packard Logo]
HEWLETT-PACKARD COMPANY
RESTRICTED STOCK AGREEMENT
This Agreement is made as of by and between Hewlett-Packard
Company, a California Corporation ("Company"), and Employee
Number .
WHEREAS in order to give the Employee an incentive to continue in the employ
of the Company, to participate in the affairs of the Company, and to help the
Company attain certain performance objectives, the Company is willing to grant
to the Employee shares of the Company's $1 par value Common Stock subject to the
restrictions stated below and in accordance with the terms and conditions of the
Company's 1995 Incentive Stock Plan ("Plan").
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 the
Company's $1 par value Common Stock ("Shares").
2. Vesting Conditions and Schedule
(a) The vesting of the Shares shall be based on the average
of the annual growth rates in the Company's reported earnings per share
("EPS") and return on assets ("ROA") for the 1997, 1998 and 1999 fiscal
years using fiscal 1996 EPS of $2.46 and fiscal 1995 and 1996 average
ROA of 9.67% as baselines. The full number of shares shall vest only if
the respective averages of EPS and ROA growth rates for fiscal 1997
through 1999 . If actual performance does not meet those
objectives, the percentage of Shares that will vest, if any, shall be
determined by the Committee in accordance with the attached matrix.
(b) During the six-month period following the publication of the
Company's consolidated financial results for the fiscal year ending
October 31, 1999, the Compensation Committee of the Company's Board of
Directors ("Committee") shall determine whether and to what extent the
EPS and ROA goals described in the preceding paragraph have been
attained, and shall authorize a.) the removal of restrictions and
release from escrow of the percent of Shares indicated by the attached
EPS/ROA matrix and b.) the cancellation of remaining Shares.
(c) EPS goals for fiscal 1997-1999
shall be adjusted to reflect the impact of any required changes in
accounting policies implemented in any of these years where such changes
are required by an external financial accounting standards body such as
the Financial Accounting Standards Board.
(d) In the event the Employee dies prior to October 31, 1999
without having previously forfeited his Shares, his beneficiary shall
be entitled to receive, in fiscal 2000, a portion of the Shares equal
to a.) the number of Shares determined by the Committee to have vested,
multiplied by b.) the number of whole years elapsed between November 1,
1996 and the date of the employee's death, divided by c.) 3.
3. Potential Unrestricted Stock Bonus
If the average of the annual EPS growth rates for fiscal 1997-1999
exceed , the Committee will grant an unrestricted stock
bonus in an amount determined in accordance with the matrix, which shall
not exceed Shares (such maximum to be adjusted to reflect
any stock split or similar occurrence). The grant shall not be made, if
at all, until the six-month period following the publication of the
Company's consolidated financial results for the fiscal year ending
October 31, 1999, and will be made only if Employee remains an active
employee of the Company through October 31, 1999.
4. Restrictions
(a) The Shares granted hereunder may not be sold, pledged or
otherwise transferred until the Shares become vested in accordance with
Section 1. 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 prior to
October 31, 1999 for any reason other than retirement after attaining 55
years of age with 15 years of service to the Company or 65 years without
regard to service prior to the lapse of the Restriction Period, all
Shares granted hereunder shall be forfeited by the Employee, and
ownership transferred back to the Company.
5. Legend
All certificates representing any Shares 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 as the principal office of this Corporation."
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6. Escrow
The certificate or certificates evidencing the Shares subject hereto
shall be delivered to and deposited with the Secretary of the Company as
Escrow Agent in this transaction. The Shares 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
delivered by said Escrow Agent to Employee.
7. Employee Shareholder Rights
During the Restriction Period, the Employee shall have all the rights of
a shareholder with respect to the Shares except for the right to
transfer the Shares as set forth in Section 4. Accordingly, the Employee
shall have the right to vote the Shares and to receive any cash
dividends paid to or made with respect to the Shares.
8. Retirement or Total and Permanent Disability 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, or
if Employee becomes totally and permanently disabled, the Company's
obligation to deliver Shares is subject to the vesting requirements of
Section 2 and 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 be reasonable 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
reasonable necessary to enable the Company to secure a patent where
appropriate in the United States and in foreign countries.
9. Taxes
Employee shall be liable for any and all taxes, including withholding
taxes, arising out of this grant or the vesting of Shares hereunder.
10. Miscellaneous
(a) The Company shall not be required (i) to transfer on its books
any Shares 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 further 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 provision 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 parties with
respect to the subject matter hereof.
HEWLETT-PACKARD COMPANY
By
-------------------------------------
Lewis E. Platt
Chairman, CEO and President
EMPLOYEE
By
-------------------------------------
- ---------------------------------- D. Craig Nordland
Associate General Counsel and Secretary
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COMPANY CONFIDENTIAL
FY97 Performance-Based Restricted Stock
Payout Table
[3-YEAR PERFORMANCE CYCLE]
EPS Delta %
===================================================================
0 25 50 75 100
-------------------------------------------------------------------
R
O 25 50 75 100 125
A
-------------------------------------------------------------------
D
E 50 75 100 125 150
L
T -------------------------------------------------------------------
A
75 100 125 150 200
%
===================================================================
Baseline: FY96 EPS = $2.46
ROA = 9.67 (Average of 10.0 (fy95) & 9.34 (fy96))