RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, dated as of July 17, 1999 ('Grant Date') by and between
Hewlett-Packard Company, a Delaware Corporation ('Company'), and 00547500
Carleton S. Fiorina ('Employee'), is entered into as follows:
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: http://hpweb.corp.hp.com/publish/hwp/stock/stok-opt.htm 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') determined that the Employee be granted shares of the
Company's $1.00 par value Common Stock ('Stock') subject to the restrictions
stated below, as reflected in the terms and conditions contained in the
Employment Agreement by and between the Employee and the Company made as of July
17, 1999 (the 'Employment Agreement') and as hereinafter set forth;
NOW, THEREFORE, the parties hereby 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 the Employee 290,000 shares of Stock.
2. Vesting Schedule.
The interest of the Employee in the Stock shall vest as to one-third of
such Stock on the first anniversary of the Grant Date, and as to an
additional one-third on each succeeding anniversary date, so as to be 100%
vested on the third anniversary thereof, conditioned upon the Employee's
continued employment with the Company as of each vesting date.
Notwithstanding the foregoing, the interest of the Employee in the Stock
shall vest as to:
(a) 100% of the then unvested Stock upon the Employee's termination of
employment due to death, a 'Disability Termination' (as defined in the
Employment Agreement), involuntary termination by the Company other
than for 'Cause' (as defined in the Employment Agreement) or voluntary
termination by the Employee for 'Good Reason' (as defined in the
Employment Agreement); or
(b) 100% of the then unvested Stock upon a 'Change of Control' (as defined
in the Employment Agreement).
(a) The Stock or rights granted hereunder may not be sold, pledged or
otherwise transferred until the Stock becomes vested in accordance
with Section 2. The period of time between the date hereof and the
date Stock becomes vested is referred to herein as the 'Restriction
(b) If the Employee's employment with the Company is terminated by the
Company for Cause or voluntarily by the Employee (other than for Good
Reason), the balance of the Stock subject to the provisions of this
Agreement which have not vested at the time of the Employee's
termination of employment shall be forfeited by the Employee, and
ownership transferred back to the Company.
All certificates representing any shares of Stock of the Company subject to
the provisions of this Agreement shall have endorsed thereon the following
'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.'
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 released by said Escrow Agent to the
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 and except as set forth in Section 7.
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. Changes in Stock.
In the event that as a result of (a) any stock dividend, stock split or
other change in the Stock, or (b) any merger or sale of all or
substantially all of the assets of other acquisition of the Company, and by
virtue of any such change the Employee shall in her capacity as owner of
unvested shares of Stock which have been awarded to her (the 'Prior Stock')
be entitled to new or additional or different shares or securities,
such new or additional or different shares or securities shall thereupon be
considered to be unvested Stock and shall be subject to all of the
conditions and restrictions which were applicable to the Prior Stock
pursuant to this Agreement.
8. Disability Termination or permanent and total disability of Employee.
In the event of a Disability Termination or permanent and total disability
of the Employee, any unpaid but vested Stock shall be paid to the Employee
if legally competent or to a legally designated guardian or representative
if the Employee is legally incompetent.
9. Death of Employee.
In the event of the Employee's death after the vesting date but prior to
the payment of Stock, said Stock shall be paid to the Employee's estate or
The Employee shall be liable for any and all taxes, including withholding
taxes, arising out of this grant or the vesting of Stock hereunder. The
Employee may elect to satisfy such withholding tax obligation by having the
Company retain Stock having a fair market value equal to the Company's
minimum withholding obligation .
(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
(c) Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given upon delivery to the Employee at
her 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 and the Employment Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof.
By /s/ Susan P.Orr
Chairman of the Compensation Committee
By /s/ Ann Baskins
Associate General Counsel
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