{"id":38168,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1990-incentive-stock-plan-hewlett-packard-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1990-incentive-stock-plan-hewlett-packard-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1990-incentive-stock-plan-hewlett-packard-co.html","title":{"rendered":"1990 Incentive Stock Plan &#8211; Hewlett-Packard Co."},"content":{"rendered":"<pre>\n                             HEWLETT-PACKARD COMPANY\n\n                            1990 INCENTIVE STOCK PLAN\n\n                 PART 1. PLAN ADMINISTRATION AND ELIGIBILITY\n\nI. PURPOSE\n\n         The purpose of this 1990 Incentive Stock Plan (the \"Plan\") of\nHewlett-Packard Company (the \"Company\") is to encourage ownership in the Company\nby key personnel whose long-term employment is considered essential to the\nCompany's continued progress and thus to provide them with a further incentive\nto continue in the employ of the Company or its subsidiaries or affiliates. (The\nCompany and all such subsidiaries are collectively referred to hereinafter as\nthe \"Participating Companies.\")\n\nII. ADMINISTRATION\n\n         The Board of Directors (the \"Board) of the Company or any committee\n(the \"Committee\") of the Board that will satisfy Rule 16b-3 of the Securities\nExchange Act of 1934, as amended (the \"Exchange Act\"), and any regulations\npromulgated thereunder, as from time to time in effect, including any successor\nrule (\"Rule 16b-3\"), shall supervise and administer the Plan. The Committee\nshall consist solely of two or more non-employee directors of the Company, who\nshall be appointed by the Board. A member of the Board shall be deemed to be a\n\"non-employee director\" only if he satisfies such requirements as the Securities\nand Exchange Commission may establish for non-employee directors under Rule\n16b-3. Members of the Board receive no additional compensation for their\nservices in connection with the administration of the Plan.\n\n         The Committee or the Board shall from time to time designate the key\nemployees of the Participating Companies who shall be granted stock options,\nstock or cash awards under the Plan and the amount and nature of the award to be\ngranted to each such employee.\n\n         The Board or the Committee may adopt such rules or guidelines as it\ndeems appropriate to implement the Plan. All questions of interpretation of the\nPlan or of any shares issued under it shall be determined by the Board or the\nCommittee and such determination shall be final and binding upon all persons\nhaving an interest in the Plan. Any or all powers and discretion vested in the\nBoard or the Committee under this Plan may be exercised by any subcommittee so\nauthorized by the Board or the Committee and satisfying the requirements of Rule\n16b-3 for employees subject to Section 16 of the Exchange Act. In addition, the\nBoard or the Committee may delegate to the Executive Committee of the Board of\nDirectors the power to approve stock options and stock awards to employees not\nsubject to Section 16 of the Exchange Act.\n\nIII. PARTICIPATION IN THE PLAN\n\n         Key employees of the Company, including officers (with the exception of\nDavid Packard), and directors of the Company who are also employed by a\nParticipating Company shall be eligible to participate in the Plan.\n\n\n\nIV. STOCK SUBJECT TO THE PLAN\n\n         The maximum number of shares which may be optioned or awarded under the\nPlan shall be 128,000,000 shares of the Company's $0.01 par value Common Stock.\nIn any fiscal year, no individual may be granted stock awards or stock options\nexceeding 1,000,000 shares or five percent of all shares optioned or awarded\nthat year, whichever is less. If a class of Preferred Stock is created and\nauthorized by the Company's Certificate of Amendment to the Certificate of\nIncorporation, Preferred Stock may be used in lieu of Common Stock for Plan\ngrants. The limitation on the number of shares which may be optioned or awarded\nunder the Plan shall be subject to adjustment as provided in Section XX of the\nPlan.\n\n         The grant of a stock award not pursuant to an option under the Plan\n(\"Stock Award\") shall be subject to such restrictions as the Committee shall\ndetermine to be appropriate, including but not limited to restrictions on\nresale, repurchase provisions, special vesting requirements or forfeiture\nprovisions. The grant and exercise of a stock option shall be subject to such\nrestrictions as the Committee may determine to be appropriate in accordance with\nSection VI of the Plan.\n\n         If any outstanding option under the Plan for any reason expires or is\nterminated without having been exercised in full, or if any Stock Awards are\nforfeited, the forfeited shares or shares allocable to the unexercised portion\nof such option shall again become available for grant pursuant to the Plan.\n\n\n                PART 2. OPTIONS AND STOCK APPRECIATION RIGHTS\n\nV. INCENTIVE STOCK OPTIONS\n\n         Any option granted under the Plan may be designated by the Committee as\na nonstatutory option or as an incentive stock option (\"ISO\") entitled to\nspecial tax treatment under Section 422A of the Internal Revenue Code of 1986,\nas amended to date and as may be amended from time to time (the \"Code\").\n\n         No option intended to qualify as an ISO may be granted under the Plan\nif such grant, together with any applicable prior grants, would exceed any\nmaximum established under the Code for ISOs that may be granted to a single\nemployee. Should it be determined that any ISO granted under the Plan exceeds\nsuch maximum, the ISO shall be null and void to the extent, but only to the\nextent, of such excess. Section 422A(b)(7) of the Code presently provides that\nwith respect to options granted after December 31, 1986 the aggregate fair\nmarket value (determined as of the time the ISO is granted) of the stock with\nrespect to which ISOs are exercisable for the first time by an employee in any\ncalendar year under all incentive stock option plans of the Company shall not\nexceed $100,000.\n\n         Nothing in this section shall be deemed to prevent the grant of options\nin excess of the maximum established by the Code where such excess amount is\ntreated as a nonstatutory option not entitled to special tax treatment under\nSection 422A of the Code.\n\n\n                                                                               2\n\n\nVI. TERMS, CONDITIONS AND FORM OF OPTIONS\n\n         Each option granted under this Plan shall be authorized by action of\nthe Committee and shall be evidenced by a written agreement in such form as the\nCommittee shall from time to time approve, which agreements shall comply with\nand be subject to the following terms and conditions:\n\n         A. OPTIONS NON-TRANSFERABLE. Each option granted under the Plan by its\nterms shall not be transferable by the optionee otherwise than by will, or by\nthe laws of descent and distribution, and shall be exercised during the lifetime\nof the optionee only by him. No option or interest therein may be transferred,\nassigned, pledged or hypothecated by the optionee during his lifetime, whether\nby peration of law or otherwise, or be made subject to execution, attachment or\nsimilar process.\n\n         B. PERIOD OF OPTION. The Committee may specify, at the time of grant a\nvesting schedule for any option. If no vesting schedule is specified, no option\nmay be exercised before the first anniversary of the date upon which it was\ngranted, nor may it be exercised as to more than one-fourth of the number of\nshares covered thereby before the second anniversary of such date, nor as to\nmore than one-half of the number of shares covered thereby before the third\nanniversary of such date, nor as to more than three-fourths of the number of\nshares covered thereby before the fourth anniversary of such date. Any option\ngranted pursuant to the Plan shall become exercisable in full upon the\nretirement of the optionee because of age or total and permanent disability or\nupon the death of the optionee. Except as provided in this subsection B, no\noption shall be exercisable after the expiration of 10 years from the date upon\nwhich such option is granted. However, the Committee may, at the time an option\nis granted to any employee who is not subject to Section 16 of the Exchange Act,\nspecify a different term for the option up to a maximum term of 10.5 years. Each\noption shall be subject to termination before its date of expiration as\nhereinafter provided.\n\n         C. EXERCISE OF OPTIONS. Options may be exercised only by written notice\nto the Company at its head office accompanied by payment in cash of the full\nconsideration for the shares as to which they are exercised, and, with respect\nto nonstatutory options, by payment of all applicable U.S. withholding taxes\nupon such exercise. In addition, if and to the extent authorized by the\nCommittee, optionees may make all or any portion of any payment due to the\nCompany upon exercise of an option by delivery of any property (including\nsecurities of the Company) other than cash, as long as such property constitutes\nvalid consideration for the stock under applicable law.\n\n         The Committee may permit the payment of required tax withholding due\nupon exercise of an option by the withholding of shares otherwise issuable upon\nexercise of the option. Option shares withheld in payment of such taxes shall be\nvalued at the fair market value of the stock on the date of exercise. Fair\nmarket value shall be deemed to be the mean of the highest and lowest quoted\nselling prices for such shares on the exercise date as reported on the New York\nStock Exchange Composite Tape. The Committee may impose special restrictions on\nthe use of option shares as payment for withholding taxes by individuals subject\nto Section 16(b) of the Exchange Act.\n\n\n                                                                               3\n\n\n         No option may be exercised while the optionee is on any leave of\nabsence from the Company other than an approved medical leave. Options will\ncontinue to vest during any authorized leave of absence, and may be exercised to\nthe extent permitted by subsection VI(B) above upon the optionee's return to\nactive employment status.\n\n         D. TERMINATION OF OPTIONS. All rights of an employee in an option, to\nthe extent that it has not been exercised, shall terminate upon the termination\nof his employment for any reason other than the death of the employee or\nretirement because of age or total and permanent disability and in case of such\nretirement three years from the date thereof with respect to nonstatutory\noptions and three months from the-retirement date with respect to ISOs. In the\nevent of the death of the employee, the option shall terminate upon failure of\nhis designated representative to exercise the option in accordance with the time\nperiod provided in subsection VI(E) below. The Committee may authorize the\ncontinuation of options held by terminating employees who, at the Company's\nrequest or with the Company's consent, are terminating to accept employment with\nnot-for-profit corporations, governmental agencies or industry associations.\nSuch approval must be obtained from the Committee prior to termination of\nemployment in order to prevent termination of options.\n\n(1)   Divestiture.\n\n            Notwithstanding the foregoing, if an employee terminates because\nof a divestiture by the Company, the Committee may, in its sole discretion, \namend any option previously granted to such employee pursuant to the Plan such\nthat the option becomes exercisable in full and\/or permits the employee to \nexercise such option which has not already been exercised until the earlier of:\n(i) three months from the closing date of the divestiture, or such longer date,\nif any which the committee may authorize, or (ii) the expiration of the option.\nThe Committee may, in its sole discretion, delegate its authority under this \nsubsection to the Executive Committee.\n\n(2)   Voluntary Severance Program.\n\n            Notwithstanding the foregoing, if an employee who is not a Section\n16 officer terminates as a result of participation in a Company voluntary \nseverance program approved by the Executive Committee, any option granted \npursuant to the Plan shall become exercisable in full, and the employee may \nexercise any such option which has not already been exercised until the earlier\nof (i) three months from the employee's termination date, or (ii) the \nexpiration of the option.\n\n         E. EXERCISE BY REPRESENTATIVE FOLLOWING DEATH OF EMPLOYEE. The\nemployee, by written notice to the Company, may designate one or more persons\n(and from time to time change such designation) including his legal\nrepresentative, who, by reason of his death, shall acquire the right to exercise\nall or a portion of the option. If the person or persons so designated wish to\nexercise any portion of the option, they must do so within one year after the\ndeath of the employee or retired employee, as the case may be. All rights of the\nrepresentative(s) in the option shall terminate upon failure to exercise the\noption within the time period set forth in this subsection VI(E). Any exercise\nby a representative shall be subject to the provisions of this Plan.\n\n\n                                                                               4\n\n\nVII. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS\n\n         The Committee shall have the power to modify, extend or renew\noutstanding options and authorize the grant of new options in substitution\ntherefor, provided that any such action may not have the effect of altering or\nimpairing any rights or obligations of any option previously granted without the\nconsent of the optionee.\n\n         The Committee shall have the power to lower the exercise price of an\noutstanding option not intended to qualify as an ISO under the Code; provided,\nhowever, that the exercise price per share may not be reduced below 75% of the\nfair market value of a share of Common Stock of the Company on the date the\naction is taken to reduce the exercise price. Such fair market value shall be\ndeemed to be the mean of the highest and lowest quoted selling prices for such\nshares on that date as reported on The New York Stock Exchange Composite Tape.\n\nVIII. OPTION PRICE\n\n         The option price per share for the shares covered by each nonstatutory\noption shall be not less than 75% of the fair market value of a share of Common\nStock of the Company on the date the option is granted. The option price per\nshare for ISOs shall be not less than the fair market value on the option grant\ndate. Such fair market value shall be deemed to be the mean of the highest and\nlowest quoted selling prices for such share on that date as reported on The New\nYork Stock Exchange Composite Tape.\n\nIX. LOANS FOR EXERCISE OF OPTIONS\n\n         Any option agreement under this Plan entered into with an employee may,\nbut need not, provide that the Company shall lend to the employee who holds the\noption the funds for any exercise of his option. Any such loans made to\nindividuals subject to Section 16 of the Exchange Act shall be at a rate of\ninterest adequate to avoid imputation of income under Sections 483 and 7872 of\nthe Code and shall be for a term not to exceed 15 months from the date of\nexercise of the related option. Any loan by the Company to fund the exercise of\nan option shall be subject to such other terms and conditions as shall be set\nforth in the option agreement, which terms and conditions shall be determined by\nthe Committee at the time of the grant of the option. Loans may or may not be\nsecured by stock issued pursuant to such option exercises, at the Committee's\ndiscretion.\n\nX. STOCK APPRECIATION RIGHTS\n\n         This section shall apply to employees who hold options heretofore or\nhereafter granted under the Plan (\"Options\") and who are or may hereafter be\nsubject to Section 16 of the Exchange Act. The Committee may, but shall not be\nrequired to, grant to such employees stock appreciation rights as herein\nprovided with respect to not more than the number of shares from time to time\nsubject to the Options held by such employees. The stock appreciation rights\nshall be integral parts of the respective Options and shall have no existence\napart therefrom.\n\n         A stock appreciation right shall be the right of the holder thereof to\nelect to surrender part or all of any Option which is wholly exercisable, or of\nany exercisable portion of an Option which is partially exercisable, and receive\nin exchange therefor cash or shares (valued at current\n\n\n                                                                               5\n\n\nfair market value) or a combination thereof. Such cash or shares or combination\nshall have an aggregate value (\"Appreciation\") equal to the excess of the\ncurrent fair market value of one share over the Option price of one share\nspecified in such Option multiplied by the number of shares subject to such\nOption or the portion thereof which is surrendered. The current fair market\nvalue of a share shall be the mean of the highest and lowest quoted selling\nprices for shares as reported on The New York Stock Exchange Composite Tape on\nthe day on which a stock appreciation right is exercised, or if no sale was made\non such date, then on the next preceding day on which such a sale was made. No\nfractional share shall be issued on the exercise of a stock appreciation right,\nand settlement therefor shall be made in cash.\n\n         Each stock appreciation right granted under this Plan shall be subject\nto the following terms and conditions: (1) each stock appreciation right shall\nbe evidenced by a written agreement between the Company and the holder in such\nform as the Committee shall authorize; (2) each stock appreciation right granted\nunder the Plan by its terms shall not be transferable by the holder otherwise\nthan by will or by the law of descent and distribution, and shall be exercised\nduring the lifetime of the holder only by him, and no stock appreciation right\nor interest therein may be transferred, assigned, pledged or hypothecated by the\nholder during his lifetime, whether by operation of law or otherwise, or be made\nsubject to execution, attachment or similar process; (3) all rights of an\nemployee in a stock appreciation right, to the extent that it has not been\nexercised, shall terminate upon the death of the employee or the termination of\nhis employment for any reason other than retirement because of age or total and\npermanent disability, and in case of such retirement three years from the date\nthereof with respect to nonstatutory Options and three months from the date\nthereof with respect to Options intended to qualify as ISOs; provided, however,\nthat the employee, by written notice to the Company, may designate one or more\npersons (and from time to time change such designation), including his legal\nrepresentative, who, by reason of his death, shall acquire the right to exercise\nall or a portion of the rights accrued under the stock appreciation right as of\nthe date of his death. If the person or persons so designated wish to exercise\nany portion of the stock appreciation right, they must do so within one year\nafter the death of the employee or retired employee, as the case may be, and\nsuch exercise shall be subject to the provisions of this Plan; and (4) the life\nof stock appreciation rights shall be coterminous with the life of the Options.\n\n         The holder of a stock appreciation right may exercise the same by (1)\nfiling with the Secretary of the Company a written election, which election\nshall be delivered by the Secretary to the Committee, specifying (a) the Option\nor portion thereof to be surrendered, and (b) the percentage of the Appreciation\nwhich he desires to receive in cash, if any; and (2) surrendering such Option\nfor cancellation or partial cancellation, as the case may be; provided, however,\nthat any election which specifies that the holder of a stock appreciation right\ndesires to receive any portion of the Appreciation in cash shall be of no force\nor effect unless and until the Committee shall have consented to such election.\n\n         No stock appreciation right or related Option may be exercised during\nthe first six months of its term, except in the event death or total and\npermanent disability of the holder occurs prior to the expiration of this\nsix-month period. No election to receive any portion of the Appreciation in cash\nshall be filed with the Secretary and no stock appreciation right shall be\nexercised to receive any cash unless such election and exercise shall occur\nduring the period (hereinafter referred to as the \"Cash Window Period\")\nbeginning on the third business day following the date of release for\npublication by the Company of a regular quarterly or annual statement of sales\nand\n\n\n                                                                               6\n\n\nearnings and ending on the twelfth business day following such date. The\nCommittee may consent to the election of a holder to receive any portion of the\nAppreciation in cash at any time after such election has been made.\n\n         No stock appreciation right or related Option may be exercised during\nthe first six months of its term, except in the event of death or total and\npermanent disability of the holder occurs prior to the expiration of this\nsix-month period.\n\n         The Board or the Committee shall have the sole discretion to consent to\napprove or disapprove, in whole or in part, any election to receive any portion\nof the Appreciation in cash.\n\n         Nothing in the Plan shall be construed to give any eligible employee\nany right to be granted a stock appreciation right. Neither the Plan nor the\ngranting of a stock appreciation right nor any other action taken pursuant to\nthe Plan shall constitute or be evidence of any agreement or understanding,\nexpress or implied, that the Company will employ the holder of a stock\nappreciation right for any period of time or in any position or at any\nparticular rate of compensation. The holder of a stock appreciation right shall\nhave no rights as a stockholder with respect to the shares covered by his stock\nappreciation right until the date of issuance to him of a stock certificate\ntherefor, and, except as otherwise specifically provided in the stock option\nagreement for the Options, no adjustment will be made for dividends or other\nrights for which the record date is prior to the date such certificate is\nissued.\n\n\n                          PART 3. STOCK AND CASH AWARDS\n\nXI. STOCK AND CASH AWARD DETERMINATION\n\n         The Committee may grant an eligible employee Stock Awards or awards of\ncash (\"Cash Awards\") at such times and in such amounts as the Committee may\ndesignate which in its opinion fully reflect the performance level and potential\nof such employee. The Committee shall designate whether such awards are payable\nin Common Stock, cash or a combination thereof. Such awards shall be made in\naccordance with such guidelines as the Committee may from time to time adopt.\nStock and Cash Awards shall be independent of any grant of an option under this\nPlan and shall be made subject to such restrictions as the Committee may\ndetermine to be appropriate.\n\nXII. PAYMENT OF STOCK OR CASH AWARDS\n\n         A. No employee shall have the right to receive payment of any Stock or\nCash Award until notified of the amount of such award, in writing, by the\nCommittee or its authorized delegate.\n\n         B. Payment of Cash Awards shall be made in a lump sum or in annual\ninstallments over such period as the Committee may designate, which period shall\nnot exceed five years, provided that the Committee may from time to time\ndesignate minimum installment amounts.\n\n         C. After an award of Common Stock subject to restrictions (\"Restricted\nStock\"), such shares will be deposited in certificate or book entry form in\nescrow with the Company's Secretary. The employee shall retain all rights in the\nRestricted Stock while it is held in escrow\n\n\n                                                                               7\n\n\nincluding but not limited to voting rights and the right to receive dividends,\nexcept that the employee shall not have the right to transfer or assign such\nshares until all restrictions pertaining to such shares are terminated, at which\ntime the applicable stock certificates shall be released from escrow and\ndelivered to the employee by the Company's Secretary.\n\n         D. The Committee may permit, on such terms as it deems appropriate, use\nof Restricted Stock as partial or full payment upon exercise of a stock option\nunder the Company's incentive stock option or compensation plans or this Plan.\nIn the event shares of Restricted Stock are so tendered as consideration for the\nexercise of an option, a number of the shares issued upon the exercise of said\noption, equal to the number of shares of Restricted Stock used as consideration\ntherefor, shall be subject to the same restrictions as the Restricted Stock so\nsubmitted plus any additional restrictions that may be imposed by the Committee.\n\nXIII. TERMINATION OF RESTRICTIONS ON STOCK AWARDS\n\n         The Committee will establish the period or periods after which the\nrestrictions on Restricted Stock will lapse.\n\n         The Committee may in its discretion permit an employee to elect to\nreceive in lieu of shares of Restricted Stock, at the expiration of the\nrestrictions, a cash payment equal to the fair market value of the Company's\nCommon Stock on the date the restrictions lapse. The Committee may also permit\nthe employee to elect to pay required tax withholding due upon the lapse of\nrestrictions with part of the shares due the employee at such time. The shares\ncancelled in payment of required tax withholding shall be valued at the fair\nmarket value of the Company's Common Stock on the date the restrictions lapse.\nFair market value shall be the mean of the high and low prices of such stock on\nThe New York Stock Exchange Composite Tape on the date in question, or if no\nsales of such stock were made on that date, the mean of the high and low prices\nof such stock on the next preceding day on which sales were made.\n\nXIV.  DEATH OR TOTAL AND  PERMANENT  DISABILITY  OF A  PARTICIPATING  EMPLOYEE\nHOLDING RESTRICTED STOCK\n\n         By written notice to the Company, an employee who has received a grant\nof Restricted Stock may designate one or more persons (and from time to time\nchange such designation) who, by reason of his death, shall acquire the right to\nreceive any vested but unpaid awards held by the employee at the time of his\ndeath. Such awards shall be paid to the designated representative at such time\nand in such manner as if the employee were living.\n\n         In the event of total and permanent disability of an employee who has\nparticipated in the Plan, any unpaid but vested award shall be paid to the\nemployee if legally competent or to a committee or other legally designated\nguardian or representative if the employee is legally incompetent.\n\n         In the event of the death or total and permanent disability of an\nemployee holding unvested restricted shares, the employee's designated\nrepresentative or the employee, as the case may be, shall be entitled to receive\na prorated number of shares determined by dividing the number of years in the\nrestricted period by the number of whole years lapsed since the grant date.\n\n\n                                                                               8\n\n\nRemaining unvested shares shall be forfeited unless additional payments are\nspecifically authorized by the Committee.\n\n         If at the time of the employee's death there is no effective\nbeneficiary designation as to all or some portion of the awards hereunder, such\nawards or such portion thereof shall be paid to or on the order of the legal\nrepresentative of the employee's estate. In the event of uncertainty as to the\ninterpretation or effect of any notice of designation, the Committee's decision\nwith respect thereto shall be conclusive.\n\nXV. RESTRICTIONS AND FORFEITURE OF STOCK AWARDS\n\n         The Company's obligation to deliver stock held in escrow is subject to\nthe condition that the employee remain an employee of the Company on active or\nauthorized leave status or be under contract to provide services to the Company\nas provided in Section XVI hereof for the entire deferral and\/or restriction\nperiod, including mandatory and optional deferrals. If the employee fails to\nmeet this condition, the employee's right to any such unpaid amounts or\nundelivered stock shall be forfeited. This provision may be waived by the\nCommittee in exceptional circumstances. In the event an employee holding\nrestricted shares ceases to be on active pay status during the restricted period\nfor a period of more than six months, the restricted period shall be extended by\na period of time equal to the length of the period of inactive status.\n\nXVI. RETIREMENT OF EMPLOYEE HOLDING STOCK AWARD\n\n         At the time of grant of any Stock Award, the Committee may specify\nspecial conditions or terms covering the status of such Stock Award upon the\nretirement of the employee. If no provision is made, the following provisions\nshall govern if the employee retires due to age: the Company's obligation to\nmake any payment due thereafter under the Stock Award feature of the Plan is\nsubject to the condition that for the entire period of deferral or restriction,\nincluding mandatory and optional deferrals:\n\n         A. The employee shall render as an independent contractor and not as an\nemployee such advisory or consultative services to the Company as shall be\nreasonably requested by the Board or the Executive Committee of the Board in\nwriting from time to time, consistent with the state of the retired employee's\nhealth and any employment or other activities in which such employee may be\nengaged. For purposes of this Plan, the employee shall not be required to devote\na major portion of time to such services and shall be entitled to reimbursement\nfor any reasonable out-of-pocket expenses incurred in connection with the\nperformance of such services;\n\n         B. The employee shall not render services for any organization or\nengage directly or indirectly in any business which, in the opinion of the\nCommittee, competes with, or is in conflict with the interest of, the Company.\nThe employee shall be free, however, to purchase as an investment or otherwise\nstock or other securities of such organizations as long as they are listed upon\na recognized securities exchange or traded over-the-counter, or as long as such\ninvestment does not represent a substantial investment to the employee or a\nsignificant (greater than 10%) interest in the particular organization. For the\npurposes of this subsection XVI(B), a company (other than a subsidiary) which is\nengaged in the business of producing, leasing or selling products or providing\nservices of the type now or at any time hereafter made or provided by the\nCompany shall be deemed to compete with the Company;\n\n\n                                                                               9\n\n\n         C. The employee shall not, without prior written authorization from the\nCompany, disclose to anyone outside the Company, or use in other than the\nCompany's business, any confidential information or material relating to the\nbusiness of the Company, either during or after employment with the Company; and\n\n         D. The employee shall disclose promptly and assign to the Company all\nright, title and interest in any invention or idea, patentable or not, made or\nconceived by the employee during employment by the Company, relating in any\nmanner to the actual or anticipated business, research or development work of\nthe Company and shall do anything reasonably necessary to enable the Company to\nsecure a patent where appropriate in the United States and in foreign countries.\n\n\n                           PART 4. GENERAL PROVISIONS\n\nXVII. ASSIGNMENTS\n\n         The rights and benefits under this Plan may not be assigned except for\nthe designation of a beneficiary as provided in Sections VI and XIV.\n\nXVIII. TIME FOR GRANTING OPTIONS OR STOCK AWARDS\n\n         All options for shares and Stock Awards subject to this Plan shall be\ngranted, if at all, not later than 10 years after the adoption of this Plan by\nthe Company's Board of Directors.\n\nXIX LIMITATION OF RIGHTS\n\n         A. NO RIGHT TO AN OPTION OR STOCK AWARD. Nothing in the Plan shall be\nconstrued to give any personnel of the Participating Companies any right to be\ngranted an option or Stock or Cash Award.\n\n         B. NO EMPLOYMENT RIGHT. Neither the Plan, nor the granting of an option\nor Stock or Cash Award nor any other action taken pursuant to the Plan shall\nconstitute or be evidence of any agreement or understanding, express or implied,\nthat any of the Participating Companies will employ a grantee for any period of\ntime or in any position, or at any particular rate of compensation.\n\n         C. NO SHAREHOLDER RIGHTS FOR Options. An optionee shall have no rights\nas a shareholder with respect to the shares covered by his options until the\ndate of the issuance to him of a stock certificate therefor, and no adjustment\nwill be made for dividends or other rights for which the record date is prior to\nthe date such certificate is issued.\n\nXX. CHANGES IN PRESENT STOCK\n\n         In the event of any merger, consolidation, reorganization,\nrecapitalization, stock dividend, stock split or other change in the corporate\nstructure or capitalization affecting the Company's present Common Stock,\nappropriate adjustment shall be made by the Board of Directors in the\n\n                                                                              10\n\n\nnumber (including the aggregate numbers specified in Section IV) and kind of\nshares which are or may become subject to options and Stock Awards granted or\nto be granted hereunder, and in the option price of shares which are subject to\noptions granted hereunder.\n\nXXI. CHANGE IN CONTROL\n\n         In the event that the Company is merged into or acquired by another\nentity in a transaction involving a change in control, the Committee shall have\ncomplete authority and discretion, but not the obligation, to accelerate the\nvesting of outstanding stock options and the termination of restrictions on\nStock Awards.\n\n      The Committee may also ask the Board of Directors to negotiate, as part of\nany agreement involving a sale or merger of the Company, a sale of substantially\nall the Company's assets or similar transaction, terms providing protection for\nemployees holding stock options or Stock Awards.\n\nXXII. EFFECTIVE DATE OF THE PLAN\n\n      The Plan shall take effect on the date of adoption by the Board of\nDirectors of the Company, subject to approval by the shareholders of the Company\nat a meeting held within 12 months after the date of such adoption. Options and\nStock or Cash Awards may be granted under the Plan at any time after the\nadoption of the Plan by the Board of Directors of the Company and prior to the\ntermination of this Plan.\n\nXXIII. AMENDMENT OF THE PLAN\n\n         The Board or the Committee may suspend or discontinue the Plan or\nrevise or amend it in any respect whatsoever; provided, however, that the\nCompany may seek shareholder approval of an amendment if determined to be\nrequired by or advisable by any law or regulation, including without limitation,\nany regulations of the Securities and Exchange Commission or the Internal\nRevenue Service, the rules of any stock exchange on which the Company's stock is\nlisted or other applicable law or regulation.\n\nXXIV. NOTICE\n\n         Any written notice to the Company required by any of the provisions of\nthis Plan shall be addressed to the Secretary of the Company and shall become\neffective when it is received.\n\nXXV. COMPANY BENEFITS PLANS\n\n         Nothing contained in this Plan shall prevent the employee prior to\ndeath, or the employee's dependents or beneficiaries after the employee's death,\nfrom receiving, in addition to any awards provided for under this Plan and any\nsalary, any payments under a Company retirement plan or which may be otherwise\npayable or distributable to such employee, or to the employee's dependents or\nbeneficiaries under any other plan or policy of the Company or otherwise.\n\n\n                                                                              11\n\n\nXXVI. UNFUNDED PLAN\n\n         Insofar as it provides for awards of stock or cash, this Plan shall be\nunfunded. Although bookkeeping accounts may be established with respect to\nemployees who are granted awards of stock under this Plan, any such accounts\nwill be used merely as a bookkeeping convenience. Except for the holding of\nRestricted Stock in escrow pursuant to subsection XII(C), the Company shall not\nbe required to segregate any assets which may at any time be represented by\nawards of stock or cash, nor shall this Plan be construed as providing for such\nsegregation, nor shall the Company nor the Board nor the Committee be deemed to\nbe a trustee of stock or cash to be awarded under the Plan. Any liability of the\nCompany to any employee with respect to an award of stock or cash under this\nPlan shall be based solely upon any contractual obligations which may be created\nby the Plan; no such obligation of the Company shall be deemed to be secured by\nany pledge or other encumbrance on any property of the Company. Neither the\nCompany nor the Board nor the Committee shall be required to give any security\nor bond for the performance of any obligation which may be created by this Plan.\n\nXXVII. GOVERNING LAW\n\n         This Plan and all determinations made and actions taken pursuant hereto\nshall be governed by the law of the State of California and construed\naccordingly.\n\n\n\n9\/21\/89     Adopted by the Executive Compensation and Stock Option Committee\n2\/27\/90     Approved by the Shareholders\n7\/17\/91     Part 1, Section II amended by the Executive Compensation and\n            Stock Option Committee\n11\/18\/93    Section IV amended by the Executive Compensation and Stock Option\n            Committee\n3\/24\/95     Two for one stock split\n6\/21\/96     Two for one stock split\n11\/21\/96    Part 1, Section II, Part 2, Section X and Part 4, Section XXIII\n            amended by the Compensation Committee\n5\/15\/97     Section VI D amended by the Compensation Committee \n5\/20\/98     The Company reincorporated in the State of Delaware \n2\/12\/99     Section VI B &amp; D amended by the Compensation Committee \n6\/30\/00     Section VI C and XIII amended by the Compensation Committee \n10\/27\/00    Two for one stock split in the form of a stock dividend\n\n\n                                                                              12\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7770],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9539,9545],"class_list":["post-38168","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hewlett-packard-co","corporate_contracts_industries-technology__hardware","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38168","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38168"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38168"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38168"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38168"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}