EXHIBIT 10(v)
HEWLETT-PACKARD COMPANY 2000
EMPLOYEE STOCK PURCHASE PLAN
(Effective November 1, 2000)
(As amended August 16, 2000 and March 29, 2001)
1. PURPOSE.
The purpose of this Plan is to provide an opportunity for Employees of
Hewlett-Packard Company (the "Corporation") and its Designated Subsidiaries, to
purchase Common Stock of the Corporation and thereby to have an additional
incentive to contribute to the prosperity of the Corporation. It is the
intention of the Corporation that the Plan qualify as an "Employee Stock
Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as
amended.
2. DEFINITIONS.
(a) "Board" shall mean the Board of Directors of the Corporation.
(b) "Code" shall mean the Internal Revenue Code of 1986, of the
USA, as amended. Any reference to a section of the Code herein
shall be a reference to any successor or amended section of
the Code.
(c) "Committee" shall mean the committee appointed by the Board in
accordance with Section 14 of the Plan.
(d) "Common Stock" shall mean the Common Stock of the Corporation,
or any stock into which such Common Stock may be converted.
(e) "Compensation" shall mean an Employee's base cash
compensation, commissions and shift premiums paid on account
of personal services rendered by the Employee to the
Corporation or a Designated Subsidiary, but shall exclude
payments for overtime, incentive compensation, incentive
payments and bonuses, with any modifications determined by the
Committee. The Committee shall have the authority to determine
and approve all forms of pay to be included in the definition
of Compensation and may change the definition on a prospective
basis.
(f) "Corporation" shall mean Hewlett-Packard Company, a Delaware
corporation.
(g) "Designated Subsidiary" shall mean a Subsidiary that has been
designated by the Committee as eligible to participate in the
Plan with respect to its Employees.
(h) "Employee" shall mean an individual classified as an employee
(within the meaning of Code Section 3401(c) and the
regulations thereunder) by the Corporation or a Designated
Subsidiary on the Corporation's or such Designated
Subsidiary's payroll records during the relevant participation
period. Employees shall not include individuals whose
customary employment is for not more than five (5) months in
any calendar year or individuals classified as independent
contractors.
(i) "Entry Date" shall mean the first Trading Day of the Offering
Period or, for new Participants, the first Trading Day of
their first Purchase Period. In the event that the Fair Market
Value on the first Trading Day of a subsequent Purchase Period
within an Offering Period is less than the Fair Market Value
on the Participant's Entry Date, the Participant's Entry Date
shall automatically be reset to the first Trading Day of such
subsequent Purchase Period within such Offering Period. The
new Entry Date shall apply to such subsequent Purchase Period
and future Purchase Periods within such Offering Period.
(j) "Fair Market Value" shall be the closing sales price for the
Common Stock (or the closing bid, if no sales were reported)
as quoted on the New York Stock Exchange on the date of
determination if that date is a Trading Day, or if the date of
determination is not a Trading Day, the last market Trading
Day prior to the date of determination, as reported in The
Wall Street Journal or such other source as the Committee
deems reliable.
(k) "Offering Period" shall mean the period of twenty-four (24)
months during which an option granted pursuant to the Plan may
be exercised, commencing on the first Trading Day on or after
November 1, of every other year and
terminating on the last Trading Day in the period ending
twenty-four (24) months later. The duration and timing of
Offering Periods may be changed or modified by the Committee.
(l) "Participant" shall mean a participant in the Plan as
described in Section 5 of the Plan.
(m) "Plan" shall mean this Employee Stock Purchase Plan.
(n) "Purchase Date" shall mean the last Trading Day of each
Purchase Period.
(o) "Purchase Period" shall mean the period of six (6) months
commencing after one Purchase Date and ending with the next
Purchase Date, except that the first Purchase Period shall
commence on the Plan's effective date. Subsequent Purchase
Periods, if any, shall run consecutively after the termination
of the preceding Purchase Period.
(p) "Purchase Price" shall mean 85% of the Fair Market Value of a
share of Common Stock on the Entry Date or on the Purchase
Date, whichever is lower; provided however, that the Purchase
Price may be adjusted by the Committee pursuant to Section
7.4.
(q) "Shareowner" shall mean a record holder of shares entitled to
vote shares of Common Stock under the Corporation's by-laws.
(r) "Subsidiary" shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning
with the Corporation, as described in Code Section 424(f).
(s) "Trading Day" shall mean a day on which U.S. national stock
exchanges and the NASDAQ System are open for trading.
3. ELIGIBILITY.
Any Employee regularly employed on a full-time or part-time (20 hours
or more per week on a regular schedule) basis by the Corporation or by any
Designated Subsidiary on an Entry Date shall be eligible to participate in the
Plan with respect to the Purchase Period commencing on such Entry Date, provided
that the Committee may establish administrative rules requiring that employment
commence some minimum period (e.g., one pay period) prior to an Entry Date to be
eligible to participate with respect to the Purchase Period beginning on that
Entry Date. The Committee may also determine that a designated group of highly
compensated Employees are ineligible to participate in the Plan so long as the
excluded category fits within the definition of "highly compensated employee" in
Code Section 414(q). No Employee may participate in the Plan if immediately
after an option is granted the Employee owns or is considered to own (within the
meaning of Code Section 424(d)) shares of stock, including stock which the
Employee may purchase by conversion of convertible securities or under
outstanding options granted by the Corporation, possessing five percent (5%) or
more of the total combined voting power or value of all classes of stock of the
Corporation or of any of its Subsidiaries. All Employees who participate in the
Plan shall have the same rights and privileges under the Plan, except for
differences that may be mandated by local law and that are consistent with Code
Section 423(b)(5); provided, however, that Employees participating in a sub-plan
adopted pursuant to Section 15 which is not designed to qualify under Code
section 423 need not have the same rights and privileges as Employees
participating in the Code section 423 Plan. The Board may impose restrictions on
eligibility and participation of Employees who are officers and directors to
facilitate compliance with federal or state securities laws or foreign laws.
4. OFFERING PERIODS.
The Plan shall be implemented by consecutive Offering Periods with a
new Offering Period commencing on the first Trading Day on or after the date
twenty-four (24) months from the first date of the immediately preceding
Offering Period, or on such other date as the Committee shall determine, and
continuing thereafter for twenty-four (24) months or until terminated pursuant
to Section 13 hereof. The first Offering Period shall commence on November 1,
2000. The Committee shall have the authority to change the duration of Offering
Periods (including the commencement dates thereof) with respect to future
offerings without Shareowner approval if such change is announced at least five
(5) days prior to the scheduled beginning of the first Offering Period to be
affected thereafter.
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5. PARTICIPATION.
5.1 An Employee who is eligible to participate in the Plan in
accordance with Section 3 may become a Participant by
completing and submitting, on a date prescribed by the
Committee prior to an applicable Entry Date, a completed
payroll deduction authorization and Plan enrollment form
provided by the Corporation or by following an electronic or
other enrollment process as prescribed by the Committee. An
eligible Employee may authorize payroll deductions at the rate
of any whole percentage of the Employee's Compensation, not to
exceed ten percent (10%) of the Employee's Compensation. All
payroll deductions may be held by the Corporation and
commingled with its other corporate funds where
administratively appropriate. No interest shall be paid or
credited to the Participant with respect to such payroll
deductions. The Corporation shall maintain a separate
bookkeeping account for each Participant under the Plan and
the amount of each Participant's payroll deductions shall be
credited to such account. A Participant may not make any
additional payments into such account.
5.2 Under procedures established by the Committee, a Participant
may withdraw from the Plan during a Purchase Period, by
completing and filing a new payroll deduction authorization
and Plan enrollment form with the Corporation or by following
electronic or other procedures prescribed by the Committee,
prior to the fifth business day preceding the Purchase Date.
If a Participant withdraws from the Plan during a Purchase
Period, his or her accumulated payroll deductions will be
refunded to the Participant without interest. The Committee
may establish rules limiting the frequency with which
Participants may withdraw and re-enroll in the Plan and may
impose a waiting period on Participants wishing to re-enroll
following withdrawal.
5.3 A Participant may change his or her rate of contribution
through payroll deductions at any time by filing a new payroll
deduction authorization and Plan enrollment form or by
following electronic or other procedures prescribed by the
Committee. If a Participant has not followed such procedures
to change the rate of contribution, the rate of contribution
shall continue at the originally elected rate throughout the
Purchase Period and future Purchase Periods (including
Purchase Periods of subsequent Offering Periods). In
accordance with Section 423(b)(8) of the Code, the Committee
may reduce a Participant's payroll deductions to zero percent
(0%) at any time during a Purchase Period.
6. TERMINATION OF EMPLOYMENT.
In the event any Participant terminates employment with the Corporation
or any of its Designated Subsidiaries for any reason (including death) prior to
the expiration of a Purchase Period, the Participant's participation in the Plan
shall terminate and all amounts credited to the Participant's account shall be
paid to the Participant or, in the case of death, to the Participant's heirs or
estate, without interest. Whether a termination of employment has occurred shall
be determined by the Committee. The Committee may also establish rules regarding
when leaves of absence or changes of employment status will be considered to be
a termination of employment, including rules regarding transfer of employment
among Designated Subsidiaries, Subsidiaries and the Corporation, and the
Committee may establish termination-of-employment procedures for this Plan that
are independent of similar rules established under other benefit plans of the
Corporation and its Subsidiaries.
7. OFFERING.
7.1 Subject to adjustment as set forth in Section 10, the maximum
number of shares of Common Stock, which may be issued pursuant
to the Plan, shall be one hundred million (100,000,000). If,
on a given Purchase Date, the number of shares with respect to
which options are to be exercised exceeds the number of shares
then available under the Plan, the Corporation shall make a
pro rata allocation of the shares remaining available for
purchase in as uniform a manner as shall be practicable and as
it shall determine to be equitable.
7.2 Each Purchase Period shall be determined by the Committee.
Unless otherwise determined by the Committee, the Plan will
operate with successive six (6) month Purchase Periods
commencing at the beginning of each fiscal year half (November
1 and May 1). The Committee shall have the power to change the
duration of future Purchase Periods, without Shareowner
approval, and without regard to the expectations of any
Participants.
7.3 Each eligible Employee who has elected to participate as
provided in Section 5.1 shall be granted an option to purchase
that number of whole shares of Common Stock (not to exceed
5,000 shares) which may be purchased with the payroll
deductions accumulated on behalf of such Employee during each
Purchase Period at the purchase price specified in Section 7.4
below, subject to the additional limitation that no Employee
participating in the Section 423 Plan shall be granted an
option to purchase Common Stock under the Plan at a rate which
exceeds U.S. twenty-five thousand dollars (U.S. $25,000) of
the Fair Market Value of such Common Stock (determined at the
time such option is granted) for each calendar year in which
such option is outstanding at any time. For purposes of the
Plan, an option is "granted"
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on a Participant's Entry Date. In the event of a new Entry
Date as contemplated by Section 2(i), such option will be
"granted" on such new Entry Date. An option will expire upon
the earlier to occur of (i) the termination of a Participant's
participation in the Plan; (ii) the grant of an option to such
Participant on a new Entry Date within an Offering Period; or
(iii) the termination of an Offering Period. This section
shall be interpreted so as to comply with Code Section
423(b)(8).
7.4 The purchase price under each option shall be the lower of:
(i)a percentage (not less than eighty-five percent (85%))
established by the Committee ("Designated Percentage") of the
Fair Market Value of the Common Stock on the Entry Date on
which an option is granted, or (ii) the Designated Percentage
of the Fair Market Value on the Purchase Date on which the
Common Stock is purchased. The Committee may change the
Designated Percentage with respect to any future Offering
Period, but not below eighty-five percent (85%), and the
Committee may determine with respect to any prospective
Offering Period that the option price shall be the Designated
Percentage of the Fair Market Value of the Common Stock on the
Purchase Date.
8. PURCHASE OF STOCK.
Upon the expiration of each Purchase Period, a Participant's option
shall be exercised automatically for the purchase of that number of whole shares
of Common Stock which the accumulated payroll deductions credited to the
Participant's account at that time shall purchase at the applicable price
specified in Section 7.4. Notwithstanding the foregoing, the Corporation or its
designee may make such provisions and take such action as it deems necessary or
appropriate for the withholding of taxes and/or social insurance which the
Corporation or its Designated Subsidiary is required by law or regulation of any
governmental authority to withhold. Each Participant, however, shall be
responsible for payment of all individual tax liabilities arising under the
Plan.
9. PAYMENT AND DELIVERY.
As soon as practicable after the exercise of an option, the Corporation
shall deliver to the Participant a record of the Common Stock purchased and the
balance of any amount of payroll deductions credited to the Participant's
account not used for the purchase, except as specified below. The Committee may
permit or require that shares be deposited directly with a broker designated by
the Committee or to a designated agent of the Corporation, and the Committee may
utilize electronic or automated methods of share transfer. The Committee may
require that shares be retained with such broker or agent for a designated
period of time and/or may establish other procedures to permit tracking of
disqualifying dispositions of such shares. The Corporation shall retain the
amount of payroll deductions used to purchase Common Stock as full payment for
the Common Stock and the Common Stock shall then be fully paid and
non-assessable. No Participant shall have any voting, dividend, or other
Shareowner rights with respect to shares subject to any option granted under the
Plan until the shares subject to the option have been purchased and delivered to
the Participant as provided in this Section 9.
10. RECAPITALIZATION.
If after the grant of an option, but prior to the purchase of Common
Stock under the option, there is any increase or decrease in the number of
outstanding shares of Common Stock because of a stock split, stock dividend,
combination or recapitalization of shares subject to options, the number of
shares to be purchased pursuant to an option, the price per share of Common
Stock covered by an option and the maximum number of shares specified in Section
7.1 may be appropriately adjusted by the Board, and the Board shall take any
further actions which, in the exercise of its discretion, may be necessary or
appropriate under the circumstances.
The Board's determinations under this Section 10 shall be conclusive
and binding on all parties.
11. MERGER, LIQUIDATION, OTHER CORPORATION TRANSACTIONS.
In the event of the proposed liquidation or dissolution of the
Corporation, the Offering Period will terminate immediately prior to the
consummation of such proposed transaction, unless otherwise provided by the
Board in its sole discretion, and all outstanding options shall automatically
terminate and the amounts of all payroll deductions will be refunded without
interest to the Participants.
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In the event of a proposed sale of all or substantially all of the
assets of the Corporation, or the merger or consolidation of the Corporation
with or into another corporation, then in the sole discretion of the Board, (1)
each option shall be assumed or an equivalent option shall be substituted by the
successor corporation or parent or subsidiary of such successor corporation, (2)
a date established by the Board on or before the date of consummation of such
merger, consolidation or sale shall be treated as a Purchase Date, and all
outstanding options shall be exercised on such date, or (3) all outstanding
options shall terminate and the accumulated payroll deductions will be refunded
without interest to the Participants.
12. TRANSFERABILITY.
Options granted to Participants may not be voluntarily or involuntarily
assigned, transferred, pledged, or otherwise disposed of in any way, and any
attempted assignment, transfer, pledge, or other disposition shall be null and
void and without effect. If a Participant in any manner attempts to transfer,
assign or otherwise encumber his or her rights or interests under the Plan,
other than as permitted by the Code, such act shall be treated as an election by
the Participant to discontinue participation in the Plan pursuant to Section
5.2.
13. AMENDMENT OR TERMINATION OF THE PLAN.
13.1 The Plan shall continue until November 1, 2010 unless
otherwise terminated in accordance with Section 13.2.
13.2 The Board may, in its sole discretion, insofar as permitted by
law, terminate or suspend the Plan, or revise or amend it in
any respect whatsoever, except that, without approval of the
Shareowners, no such revision or amendment shall increase the
number of shares subject to the Plan, other than an adjustment
under Section 10 of the Plan.
14. ADMINISTRATION.
The Board shall appoint a Committee consisting of at least two members
who will serve for such period of time as the Board may specify and whom the
Board may remove at any time. The Committee will have the authority and
responsibility for the day-to-day administration of the Plan, the authority and
responsibility specifically provided in this Plan and any additional duty,
responsibility and authority delegated to the Committee by the Board, which may
include any of the functions assigned to the Board in this Plan. The Committee
may delegate to one or more individuals the day-to-day administration of the
Plan. The Committee shall have full power and authority to promulgate any rules
and regulations which it deems necessary for the proper administration of the
Plan, to interpret the provisions and supervise the administration of the Plan,
to make factual determinations relevant to Plan entitlements and to take all
action in connection with administration of the Plan as it deems necessary or
advisable, consistent with the delegation from the Board. Decisions of the Board
and the Committee shall be final and binding upon all participants. Any decision
reduced to writing and signed by a majority of the members of the Committee
shall be fully effective as if it had been made at a meeting of the Committee
duly held. The Corporation shall pay all expenses incurred in the administration
of the Plan. No Board or Committee member shall be liable for any action or
determination made in good faith with respect to the Plan or any option granted
hereunder.
15. COMMITTEE RULES FOR FOREIGN JURISDICTIONS.
The Committee may adopt rules or procedures relating to the operation
and administration of the Plan to accommodate the specific requirements of local
laws and procedures. Without limiting the generality of the foregoing, the
Committee is specifically authorized to adopt rules and procedures regarding
handling of payroll deductions, payment of interest, conversion of local
currency, payroll tax, withholding procedures and handling of stock certificates
which vary with local requirements.
The Committee may also adopt sub-plans applicable to particular
Subsidiaries or locations, which sub-plans may be designed to be outside the
scope of Code section 423. The rules of such sub-plans may take precedence over
other provisions of this Plan, with the exception of Section 7.1, but unless
otherwise superseded by the terms of such sub-plan, the provisions of this Plan
shall govern the operation of such sub-plan.
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16. SECURITIES LAWS REQUIREMENTS.
The Corporation shall not be under any obligation to issue Common Stock
upon the exercise of any option unless and until the Corporation has determined
that: (i) it and the Participant have taken all actions required to register the
Common Stock under the Securities Act of 1933, or to perfect an exemption from
the registration requirements thereof; (ii) any applicable listing requirement
of any stock exchange on which the Common Stock is listed has been satisfied;
and (iii) all other applicable provisions of state, federal and applicable
foreign law have been satisfied.
17. GOVERNMENTAL REGULATIONS.
This Plan and the Corporation's obligation to sell and deliver shares
of its stock under the Plan shall be subject to the approval of any governmental
authority required in connection with the Plan or the authorization, issuance,
sale, or delivery of stock hereunder.
18. NO ENLARGEMENT OF EMPLOYEE RIGHTS.
Nothing contained in this Plan shall be deemed to give any Employee the
right to be retained in the employ of the Corporation or any Designated
Subsidiary or to interfere with the right of the Corporation or Designated
Subsidiary to discharge any Employee at any time.
19. GOVERNING LAW.
This Plan shall be governed by Delaware law, without regard to that
State's choice of law rules.
20. EFFECTIVE DATE.
This Plan shall be effective November 1, 2000, subject to approval of
the Shareowners of the Corporation within 12 months before or after its adoption
by the Board.
21. REPORTS.
Individual accounts shall be maintained for each Participant in the
Plan. Statements of account shall be given to Participants at least annually,
which statements shall set forth the amounts of payroll deductions, the Purchase
Price, the number of shares purchased and the remaining cash balance, if any.
22. DESIGNATION OF BENEFICIARY FOR OWNED SHARES.
With respect to shares of Common Stock purchased by the Participant
pursuant to the Plan and held in an account maintained by the Corporation or its
assignee on the Participant's behalf, the Participant may be permitted to file a
written designation of beneficiary. The Participant may change such designation
of beneficiary at any time by written notice. Subject to local legal
requirements, in the event of a Participant's death, the Corporation or its
assignee shall deliver such shares of Common Stock to the designated
beneficiary.
Subject to local law, in the event of the death of a Participant and in
the absence of a beneficiary validly designated who is living at the time of
such Participant's death, the Corporation shall deliver such shares of Common
Stock to the executor or administrator of the estate of the Participant, or if
no such executor or administrator has been appointed (to the knowledge of the
Corporation), the Corporation in its sole discretion, may deliver (or cause its
assignee to deliver) such shares of Common Stock to the spouse, dependent or
relative of the Participant, or if no spouse, dependent or relative is known to
the Corporation, then to such other person as the Corporation may determine.
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