{"id":38452,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2005-executive-deferred-compensation-plan.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2005-executive-deferred-compensation-plan","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2005-executive-deferred-compensation-plan.html","title":{"rendered":"2005 Executive Deferred Compensation Plan"},"content":{"rendered":"
HEWLETT-PACKARD\nCOMPANY<\/b><\/p>\n\n
2005 EXECUTIVE DEFERRED COMPENSATION PLAN<\/b><\/p>\n\n
(Effective January 1, 2005)<\/b><\/p>\n\n\n
The Hewlett-Packard Company 2005\nExecutive Deferred Compensation Plan is hereby adopted effective January 1,\n2005 by HP to permit Eligible Employees and Outside Directors to defer receipt\nof certain compensation and to provide matching contributions for certain\nemployees who are not active participants in one of HP\u0092s defined benefit\nretirement plans pursuant to the terms and provisions set forth below.<\/p>\n\n\n\n
The Plan is intended: (1) to comply with Code section 409A\nand official guidance issued thereunder; and (2) with respect to the\nportion of the Plan covering Eligible Employees, to be \u0093a plan which is\nunfunded and is maintained by an employer primarily for the purpose of\nproviding deferred compensation for a select group of management or highly\ncompensated employees\u0094 within the meaning of sections 201(2), 301(a)(3) and\n401(a)(1) of ERISA.  Notwithstanding\nany other provision of this Plan, this Plan shall be interpreted, operated and\nadministered in a manner consistent with these intentions.<\/p>\n\n\n\n
ARTICLE I<\/b><\/p>\n\n\n\n
DEFINITIONS<\/b><\/p>\n\n\n\n
Wherever used herein the following terms shall have the\nmeanings hereinafter <\/i>set forth:<\/p>\n\n\n\n
\u0093Account<\/u>\u0094 means a bookkeeping account established by HP\nfor each Participant electing to defer Eligible Income under the Plan.<\/p>\n\n\n\n
\u0093Actual Pay<\/u>\u0094 means \u0093Covered\nCompensation\u0094 as defined in the 2000 restatement of the Hewlett-Packard Company\n401(k) Plan,  and \u0093Eligible Pay\u0094 as to be\ndefined in the 2006 restatement of the Hewlett-Packard Company 401(k) Plan, as\neach is amended from time to time, without giving effect to the Code section 401(a)(17)\nlimitation set forth in each definition and the exclusion of pay deferred under\nthis Plan.<\/p>\n\n\n\n
\u0093Affiliate<\/u>\u0094 means\nany corporation or other entity that is treated as a single employer with HP\nunder Code section 414.<\/p>\n\n
 <\/p>\n\n
\u0093Annual Rate of Pay<\/u>\u0094 means the annual rate of pay, which is the sum of an employee\u0092s base pay and\ntargeted incentive amount, as reflected in the compensation data in GHRMS,\nwhich is the global database for human resources\ninformation, and as adjusted for such employee\u0092s employment status, including\npart-time status.<\/p>\n\n\n\n\n\n\n\n
\u0093Annual Retainer<\/u>\u0094\nmeans the \u0093Cash Payment\u0094 portion of the Annual Retainer as defined in the Hewlett-Packard\nCompany 1997 Director Stock Plan, as amended from time to time.<\/p>\n\n
\u0093Beneficiary<\/u>\u0094 means the person or\npersons or trust designated by a Participant to receive any amounts payable\nunder the Plan in the event of the Participant\u0092s death.  HP\nhas established procedures governing the form and manner in which a Participant\nmay designate a Beneficiary (the \u00932004 Procedures\u0094).  Only a Beneficiary designation submitted in\naccordance with the 2004 Procedures and that is received by HP before the death\nof the Participant shall be a valid Beneficiary designation.  If there\nis no valid Beneficiary designation in effect upon the death of a Participant,\nany remaining Account balance shall be paid in the following order: (i) to\nthat person\u0092s spouse; (ii) if no spouse is living at the time of such\npayment, then to that person\u0092s living children, in equal shares; (iii) if\nneither a spouse nor children are living, then to that person\u0092s living parents,\nin equal shares; (iv) if neither spouse, nor children, nor parents are living,\nthen to that person\u0092s living brothers and sisters, in equal shares; and (v) if\nnone of the individuals described in (i) through (iv) are living, to that\nperson\u0092s estate.  A person\u0092s domestic\npartner shall be considered a person\u0092s spouse for purposes of this\nparagraph.  HP shall determine a person\u0092s\nstatus as a domestic partner in a uniform and nondiscriminatory manner.<\/p>\n\n\n\n
\u0093Bonus Eligible Employee<\/u>\u0094 means an individual who is an\nEmployee on November 1 preceding the\nPlan Year within which deferrals are to be made and whose job position\nhas a title of Director (or whose job function is, in the sole and absolute\ndiscretion of HP, equivalent to a \u0093Director\u0094 position) or above.<\/p>\n\n\n\n
\u0093Code<\/u>\u0094 means the\nInternal Revenue Code of 1986, as amended.<\/p>\n\n
\u0093Code Section 401(a)(17)\nLimit<\/u>\u0094 means the amount specified under Code section 401(a)(17) in\neffect on January 1 of the Plan Year.<\/p>\n\n
 <\/p>\n\n
\u0093Committee<\/u>\u0094 means the HR and Compensation Committee of HP\u0092s\nBoard of Directors.<\/p>\n\n\n\n
\u0093CPB Plan<\/u>\u0094 means the\nHewlett-Packard Company Performance Bonus Plan, as amended from time to time.<\/p>\n\n\n\n
\u0093Deferral Form<\/u>\u0094 means a written or electronic form\nprovided by HP pursuant to which an Eligible Employee or Outside Director may\nelect to defer amounts under the Plan.<\/p>\n\n\n\n
\u0093Director<\/u>\u0094 means the title for an employee who has a\njob grade of E4 or S4 and above.<\/p>\n\n\n\n
\u0093Eligible Employee' means an individual who is: (i) a\nBonus Eligible Employee; (ii) a Match Eligible Employee ( for Plan Years after\n2005); (iii) an Employee whose Annual Rate of Pay, as of the first day of\nNovember preceding the Plan Year within the deferral is to be made, exceeds the\nCode Section 401 (a)(17) Limit for the Plan Year in which the deferral is to be\nmade; or (iv) a combination or all of the foregoing. An individual's status as\nan Eligible Employee shall be determined by HP in its sole discretion.<\/p>\n\n\n\n
2<\/p>\n\n\n
\u0093Eligible Income<\/u>\u0094 means Actual Pay, Annual Retainer and\nIncentive Awards.<\/p>\n\n\n\n
\u0093Employee<\/u>\u0094 means an individual who is a regular\nemployee on the U.S. payroll of HP or its Affiliates, other than a temporary or\nintermittent employee.  The term \u0093Employee\u0094\nshall not include a person hired as an independent contractor, leased employee,\nconsultant, or a person otherwise designated by HP or an Affiliate as not\neligible to participate in the Plan, even if such person is determined to be an\n\u0093employee\u0094 of HP or an Affiliate by any governmental or judicial authority.<\/p>\n\n\n\n
\u0093EPfR Plan<\/u>\u0094 means the\nHewlett-Packard Company Executive Pay-for-Results Plan, as amended from time to\ntime.<\/p>\n\n\n\n
\u0093ERISA<\/u>\u0094 means the Employee Retirement Income Security\nAct of 1974, as amended.<\/p>\n\n\n\n
\u0093HP<\/u>\u0094 means Hewlett-Packard Company or any successor\ncorporation or other entity.<\/p>\n\n\n\n
\u0093HP Matching Contributions<\/u>\u0094 means the matching\ncontributions as defined in Section 4.1.<\/p>\n\n\n\n
\u0093Incentive Award<\/u>\u0094\n\nmeans an amount payable to an Eligible Employee under a cash bonus or incentive\ncompensation plan of HP or an Affiliate that the Committee has deemed eligible\nfor deferral, including bonuses paid under the EPfR Plan, the PfR Plan, the CPB\nPlan, the Hewlett-Packard Financial Services Incentive Compensation Plan and\nthe Shoreline Investment Management Company Performance Incentive Plan.<\/p>\n\n
 <\/p>\n\n
\u0093Investment Options<\/u>\u0094 means the investment options, as\ndetermined from time to time by HP, used to credit earnings, gains and losses\non Account balances.<\/p>\n\n\n\n
\u0093Key Employee<\/u>\u0094 means an Employee treated as a \u0093specified\nemployee\u0094 under Code section 409A(a)(2)(B)(i), i.e., a key employee (as\ndefined in Code section 416(i) without regard to paragraph (5) thereof)\nof a corporation the stock of which is publicly traded on an established\nsecurities market or otherwise.  HP shall\ndetermine which Employees will be deemed a Key Employee for purposes of this\nPlan during a Plan Year based on the twelve-month period ending on the September 30\nprior to the Plan Year.<\/p>\n\n\n\n
\u0093Match Eligible Employee<\/u>\u0094  means an individual (i) who is eligible for\nthe six percent (6%) match under the Hewlett-Packard Company 401(k) Plan, and (ii) whose\nAnnual Rate of Pay on November 1\npreceding the Plan Year within which deferrals are to be made is greater\nthan the Code Section 401(a)(17) Limit for such Plan Year.<\/p>\n\n\n\n
\u0093Outside Director<\/u>\u0094 means an individual who is a member\nof HP\u0092s Board of Directors and not an Employee of HP.<\/p>\n\n\n\n
\u0093Participant<\/u>\u0094 means an Eligible Employee or Outside\nDirector who elects or has elected to defer amounts under the Plan.<\/p>\n\n\n\n
3<\/p>\n\n\n\n\n\n
\u0093PfR Plan<\/u>\u0094 means the\nHewlett-Packard Company Pay-for-Results Short-Term Bonus Plan, as amended from time\nto time.<\/p>\n\n\n\n
\u0093Plan<\/u>\u0094 means this Hewlett-Packard Company 2005\nExecutive Deferred Compensation Plan, as set forth herein and as amended from time\nto time.<\/p>\n\n\n\n
\u0093Plan Committee<\/u>\u0094 means the committee in which the\nCommittee delegates certain authority to act on various HP compensation and benefit\nmatters.<\/p>\n\n\n\n
\u0093Plan Year<\/u>\u0094 means January 1 through December 31.<\/p>\n\n\n\n
\u0093Retirement Date<\/u>\u0094 means the date\non which a Participant has completed at least 15 years of service, as measured\nfrom such Participant\u0092s last hire date, and has attained age 55.<\/p>\n\n\n\n
\u0093Rollover\nParticipant<\/u>\u0094 means an individual with an Account in the Plan transferred\nfrom a Rollover Plan in accordance with the provisions of Article IX.  The term Rollover Participant may also refer\nto an individual who has previously been a Participant in the Plan, or an\nexisting Participant at the time of transfer.<\/p>\n\n\n\n
\u0093Rollover\nPlan<\/u>\u0094 means either (1) a nonqualified deferred compensation plan of a business\nentity acquired by HP or an Affiliate through acquisition of a majority of the\nvoting interest in, or substantially all of the assets of, such entity, or (2) any\nplan or program of HP or an Affiliate pursuant to the termination of which an\nAccount is established for a Participant or Rollover Participant.<\/p>\n\n\n\n
\u0093Termination Date<\/u>\u0094 means the\ndate on which the Participant experiences a \u0093separation from service\u0094 as\ndefined under Code section 409A.<\/p>\n\n\n\n
\u0093Termination of Employment<\/u>\u0094\nor \u0093Terminates Employment<\/u>\u0094 means a \u0093separation from service\u0094 with HP and its Affiliates as defined under Code section 409A.<\/p>\n\n\n\n
ARTICLE II<\/b><\/p>\n\n\n\n
PARTICIPATION<\/b><\/p>\n\n\n\n
Participation in the Plan shall be limited to Eligible Employees and\nOutside Directors.  HP shall notify any\nEmployee of his status as an Eligible Employee at such time and in such manner\nas HP shall determine.  An Eligible\nEmployee or Outside Director shall become a Participant by making a deferral\nelection under Article III.<\/p>\n\n\n\n
4<\/p>\n\n\n\n\n\n
ARTICLE III<\/b><\/p>\n\n\n\n
PARTICIPANT ACCOUNTS<\/b><\/p>\n\n\n\n
3.1           Employee\nDeferral Elections<\/u>.  Deferrals may be\nmade by an Eligible Employee with respect to the following types of Eligible\nIncome, as permitted by HP:<\/p>\n\n\n\n
(a)           Annual Rate of Pay<\/u>.<\/p>\n\n\n\n
(i)            An Eligible Employee whose Annual\nRate of Pay, as of the first day of November preceding the Plan Year within which\nthe deferral is to be made, exceeds the Code Section 401(a)(17) Limit for\nthe Plan Year in which the deferral is to be made, may elect to defer a portion\nof his Actual Pay.  In order to elect to\ndefer Annual Rate of Pay earned during a Plan Year, an Eligible Employee shall\nsubmit an irrevocable Deferral Form with HP before the beginning of such\nPlan Year.<\/p>\n\n\n\n
(ii)           The portion of his Annual Rate of Pay\nthat an Eligible Employee elects to defer for a Plan Year shall be stated as a whole dollar amount.  The minimum amount of Annual Rate of Pay that\nan Eligible Employee may elect to defer in a Plan Year is $1,200.  The maximum amount is equal to the greater of\n$1,200 or the Eligible Employee\u0092s Annual Rate of Pay that exceeds the Code Section 401(a)(17)\nLimit.  If the Internal Revenue Service\ndoes not publish the Code Section 401(a)(17) Limit for the Plan Year prior\nto enrollment, HP has the discretion to determine eligibility to elect to defer\nAnnual Rate of Pay; provided, however, if a Participant is determined to be\nineligible to elect to defer Annual Rate of Pay under paragraph (i) above for\na Plan Year, any Annual Rate of Pay deferrals the Participant elected for the\nPlan Year shall be void.<\/p>\n\n\n\n
(iii)          The deferral amount designated by an\nEligible Employee will be deducted in equal installments over the pay periods\nfalling within the Plan Year to which the election\npertains.<\/p>\n\n\n\n
(b)           Incentive Awards<\/u>.  A Bonus Eligible Employee may elect to defer\nany portion of an Incentive Award up to 95%, expressed as whole percentage\npoints.  In order to elect to defer an\nIncentive Award, a Bonus Eligible Employee shall submit an irrevocable Deferral\nForm with HP before the beginning of the Plan Year in which the\nperformance period to which Incentive Award pertains begins, in accordance with\nprocedures that HP determines in its discretion.  Notwithstanding the foregoing, if HP determines\nthat a Bonus Eligible Employee may elect to defer a portion of the Incentive\nAward at a later time under Code section 409A, a Bonus Eligible Employee\nmay elect to defer a portion of the Incentive Award by filing an irrevocable\nDeferral Form at such later time as determined by HP in accordance with\nCode section 409A.<\/p>\n\n\n\n
3.2           Outside\nDirector Deferral Elections.<\/u>  In\norder to elect to defer a portion of his Annual Retainer earned during a Plan\nYear, an Outside Director shall submit an irrevocable Deferral Form with HP\nbefore the beginning of such Plan Year, but no earlier than the first day of November preceding\nthe Plan Year within which the deferral is to be made.  The portion of his<\/p>\n\n\n\n
5<\/p>\n\n\n\n\n
Annual Retainer that an Outside Director elects to defer for a Plan\nYear shall be stated as a whole dollar amount.<\/p>\n\n\n\n
3.3           Crediting\nof Deferrals<\/u>.  Eligible Income\ndeferred by a Participant under the Plan shall be credited to the Participant\u0092s\nAccount as soon as administratively practicable after the amounts would have\notherwise been paid to the\nParticipant.<\/p>\n\n\n\n
3.4           Vesting\non Eligible Income<\/u>.  A Participant\nshall at all times be 100% vested in any Eligible Income deferred under this\nPlan and credited to his Account.<\/p>\n\n\n\n
ARTICLE IV<\/b><\/p>\n\n\n\n
MATCH ON DEFERRALS<\/b><\/p>\n\n\n\n
4.1           HP\nMatching Contributions.<\/u>  At the end\nof each Plan Year beginning with the 2006 Plan Year, HP shall credit a Match\nEligible Employee\u0092s Account with HP Matching Contributions.  The HP Matching Contributions shall be a\ndollar-for-dollar match of the Match Eligible Employee\u0092s deferral of Actual Pay\nfor the Plan Year; provided that the maximum amount of such deferrals eligible\nfor matching shall be limited to six percent (6%) of the Match Eligible Employee\u0092s\nActual Pay that exceeds the Code Section 401(a)(17) Limit.  Notwithstanding the foregoing, the maximum amount\nof HP Matching Contributions for a Plan Year for a Match Eligible Employee shall\nbe equal to six percent (6%) of the Code Section 401(a)(17) Limit for the\nPlan Year.<\/p>\n\n\n\n
4.2           Crediting\nof HP Matching Contributions.<\/u>  HP\nMatching Contributions for a Plan Year shall be credited to the Accounts of\nMatch Eligible Employees as soon as administratively practicable after the end\nof the Plan Year.  The Account of a\nParticipant shall be credited with HP Matching Contributions for a Plan Year\nonly if such Participant has not terminated employment with HP and its\nAffiliates prior to the end of the Plan Year, unless such termination is due to\ndeath, disability or is after Participant\u0092s Retirement Date.<\/p>\n\n\n\n
4.3           Vesting\nof HP Matching Contributions.<\/u><\/p>\n\n\n\n
(a)           Vesting\nSchedule.<\/u>  A Participant\u0092s interest\nin HP Matching Contributions shall vest as follows:<\/p>\n\n\n\n
(i)            For\nParticipants who were hired by HP or an Affiliate prior to January 1,\n2006, the Participant will be fully vested in HP Matching Contributions\ncredited to such Participant\u0092s Account.<\/p>\n\n\n\n
(ii)           For\nParticipants who were hired by HP or its Affiliates on or after January 1,\n2006, the Participant will be vested in HP Matching Contributions credited to such\nParticipant\u0092s Account when such Participant would be vested in HP Matching\nContributions credited to his or her account under the Hewlett-Packard<\/p>\n\n\n\n
6<\/p>\n\n\n\n\n\n\n
Company 401(k) Plan.  Notwithstanding\nthe foregoing, a Participant will be fully vested in HP Matching Contributions credited\nto his or her Account if Participant\u0092s employment with HP and its Affiliates is\nterminated due to death or disability, or after Participant has reached his or\nher Retirement Date.<\/p>\n\n\n\n
(b)             Forfeiture\nof HP Matching Contributions.<\/u>  Except\nas otherwise provided above, upon termination of employment with HP and its Affiliates,\na Participant shall forfeit the nonvested portion of his or her Account and\napplicable earnings thereon.<\/p>\n\n\n\n
ARTICLE V<\/b><\/p>\n\n\n\n
INVESTMENT OPTIONS, EARNINGS\nCREDITED AND DISTRIBUTION OF ACCOUNT BALANCE<\/b><\/p>\n\n\n\n
5.1           Investment\nOptions and Earnings<\/u><\/p>\n\n\n\n
(a)           Investment\nOptions and Procedures.<\/u>  HP shall\nselect the Investment Options to be available under the Plan, and shall specify\nprocedures by which a Participant may make an election as to the deemed\ninvestment of amounts credited to his Accounts among the Investment Options, as\nwell as the procedures by which a Participant may change his investment\nselection.  Nothing in this Plan,\nhowever, will require HP to invest any amounts in such Investment Options or\notherwise.<\/p>\n\n\n\n
(b)           Earnings<\/u>.  HP shall periodically credit gains, losses\nand earnings to a Participant\u0092s Account, until the full balance of the Account\nhas been distributed.  Amounts shall be\ncredited to a Participant\u0092s Account under this Section based on the\nresults that would have been achieved had amounts credited to the Account been\ninvested as soon as practicable after crediting into the Investment Options\nselected by the Participant.<\/p>\n\n\n\n
Any portion\nof an Incentive Award that qualifies as \u0093performance-based compensation\u0094 under\nCode section 162(m) and is deferred under the Plan by a Participant who\nqualifies as a \u0093covered employee\u0094 under Code section 162(m) shall be\ncredited with earnings and otherwise administered in a manner so that the\nultimate payment(s) of the deferred amount remains so qualified.<\/p>\n\n\n\n
5.2           Time and\nForm of Payment Elections<\/u><\/p>\n\n\n\n
(a)           The\nDeferral Form<\/u>.  Each Deferral Form shall\nspecify the date on which payment of the aggregate of the deferred amount and\nany HP Matching Contributions for the Plan Year (and earnings thereon) is to\ncommence.  Such payment date shall be at\nleast three (3) years after the Plan Year in which the deferrals are being\nmade.  Each Deferral Form shall also\nspecify the form for payment of the deferred amount and any HP<\/p>\n\n\n\n
7<\/p>\n\n\n
Matching Contributions for the Plan Year (and earnings\nthereon).  A Participant may elect\npayment in the form of a single lump sum payment or annual installment payments\nfor a period of not less than two (2) but no more than fifteen (15)\nyears.  Annual installment payments will\nbe paid once a year beginning on the date specified on the applicable Deferral Form or\nas otherwise provided herein.<\/p>\n\n\n\n
(i)            Default\nElections<\/u>.  If a Participant fails to\nspecify the date on which payment of the deferred amount and any HP Matching\nContributions for the Plan Year (and earnings thereon) is to commence, then\nParticipant will be deemed to have elected distribution at Participant\u0092s\nTermination Date, subject to Sections 5.3 or 5.4 below.  If a Participant fails to make an effective\npayment form designation on a Deferral Form, the amount deferred and any HP\nMatching Contributions for the Plan Year (and earnings thereon) under such\nDeferral Form will be distributed in a single lump sum in the year\nelected.<\/p>\n\n\n\n
(b)           Payment\nshall be made in January of the year that a Participant elects for a\ndistribution.<\/p>\n\n\n\n
(c)           A\nParticipant may also elect on a Deferral Form that payments of that Plan\nYear\u0092s deferrals and any HP Matching Contributions (and earnings thereon) shall\nbe paid in the month following the month in which Participant\u0092s Termination\nDate occurs (in the case of installment payments, the first installment shall\nbe paid in the January following Participant\u0092s Termination Date, and\nsubsequent installments shall be made each January thereafter), if\nParticipant\u0092s Termination Date is after his Retirement Date or Participant is\nan Outside Director.<\/p>\n\n\n\n
(d)           Except\nfor Participants who are Outside Directors, if a Participant\u0092s, Termination\nDate precedes his or her Retirement Date, such Participant shall be deemed to\nhave elected on each Deferral Form that such Plan Year\u0092s deferrals and any\nHP Matching Contributions (and earnings thereon) shall be paid in a single lump\nsum in the month following the month in which the Participant Terminates\nEmployment, subject to Section 5.3 below.<\/p>\n\n\n\n
5.3           Automatic\nDistributions<\/u>.  Notwithstanding any\npayment elections made on Deferral Forms and Section 5.2:<\/p>\n\n\n\n
(a)           Distribution\nto Key Employees<\/u>.  Distributions may not\ncommence to a Key Employee upon a Termination of Employment before the date\nwhich is six months after the date of the Key Employee\u0092s Termination of\nEmployment.  If distributions are to be\npaid in a lump sum, such lump sum payment shall be distributed in the seventh\nmonth after the Termination of Employment. \nIf distributions are to be paid in installments and the first\ninstallment is payable during this six-month period, such installment shall be\ndistributed in the seventh month after the Termination of Employment.<\/p>\n\n\n\n
8<\/p>\n\n\n\n
(b)           Distributions\nUpon Death<\/u>.  If a Participant dies\nbefore full distribution of his Account balance, any balance shall be\ndistributed in a lump sum payment to the Participant\u0092s Beneficiary in the month\nfollowing the month in which the Participant\u0092s death occurs.<\/p>\n\n\n\n
5.4           Withdrawals\nfor Unforeseeable Emergency<\/u>.  Upon\napproval by the Plan Committee, a Participant may withdraw all or any portion\nof his vested Account balance for an Unforeseeable Emergency.  The amounts distributed with respect to an\nUnforeseeable Emergency may not exceed the amounts necessary to satisfy such\nUnforeseeable Emergency plus amounts necessary to pay taxes reasonably\nanticipated as a result of the distribution, after taking into account the\nextent to which such hardship is or may be relieved through reimbursement or\ncompensation by insurance or otherwise or by liquidation of the Participant\u0092s\nassets (to the extent the liquidation of such assets would not itself cause\nsevere financial hardship) or by cessation of deferrals under this Plan.  \u0093Unforeseeable Emergency\u0094 means for this\npurpose a severe financial hardship to a Participant resulting from an illness\nor accident of the Participant, the Participant\u0092s spouse, or a dependent (as\ndefined in Code section 152(a)) of the Participant, loss of the\nParticipant\u0092s property due to casualty, or other similar extraordinary and\nunforeseeable circumstances arising as a result of events beyond the control of\nthe Participant.<\/p>\n\n\n\n
Notwithstanding Section 3.1, if the Plan Committee\napproves a distribution, or the Committee approves this decision upon appeal,\nunder this Section, the Participant\u0092s deferrals under the Plan shall\ncease.  The Participant will be allowed\nto enroll if eligible at the\nbeginning of the next enrollment period following six (6) months after the\ndate of distribution.<\/p>\n\n\n\n
5.5           Effect\nof Taxation<\/u>.  If the Internal Revenue\nService or a court of competent jurisdiction determines that Plan benefits are\nincludible in the gross income of a Participant under Code section 409A prior\nto actual receipt of the benefits, HP shall immediately distribute the benefits\nfound to be so includible to the Participant.<\/p>\n\n\n\n
ARTICLE VI<\/b><\/p>\n\n\n\n
ADMINISTRATION<\/b><\/p>\n\n\n\n
6.1           General\nAdministration<\/u>.  The Plan Committee\nshall be responsible for the operation and administration of the Plan and for\ncarrying out the provisions hereof.  The Plan\nCommittee shall have the full authority and discretion to make, amend,\ninterpret, and enforce all appropriate rules and regulations for the\nadministration of this Plan and decide or resolve any and all questions,\nincluding interpretations of this Plan, as may arise in connection with this\nPlan.  Any such action taken by the Plan Committee\nshall be final and conclusive on any party. \n\nThe Plan Committee\u0092s prior exercise of discretionary authority shall not\nobligate it to exercise its authority in a like fashion thereafter.  The Committee and thePlan Committee shall be\nentitled to rely conclusively upon all tables, valuations, certificates,\nopinions and reports furnished by any actuary, accountant, controller, counsel\nor other person employed or engaged by HP with respect<\/p>\n\n\n\n
9<\/p>\n\n\n\n\n
to the Plan.  The Committee and\nthe Plan Committee may, from time to time, delegate to others, including\nemployees of HP, such administrative duties as it sees fit.<\/p>\n\n\n\n
6.2           Claims\nfor Benefits<\/u>:  The following applies\nto Participants who are not Outside Directors.<\/p>\n\n\n\n
(a)           Filing\na Claim<\/u>.  A Participant or his\nauthorized representative may file a claim for benefits under the Plan.  Any claim must be in writing and submitted to\nthe Plan Committee at such address as may be specified from time to time.  Claimants will be notified in writing of\napproved claims, which will be processed as claimed. A claim is considered\napproved only if its approval is communicated in writing to a claimant.<\/p>\n\n\n\n
(b)           Denial\nof Claim<\/u>. In the case of the denial of a claim respecting benefits paid or\npayable with respect to a Participant, a written notice will be furnished to\nthe claimant within 90 days of the date on which the claim is received.  If circumstances (such as for a meeting)\nrequire a longer period, the claimant will be notified in writing, prior to the\nexpiration of the 90-day period, of the reasons for an extension of time;\nprovided, however, that no extensions will be permitted beyond 90 days after\nthe expiration of the initial 90-day period.<\/p>\n\n\n\n
(c)           Reasons\nfor Denial<\/u>.  A denial or partial\ndenial of a claim will be dated and signed on behalf of the Plan Committee and\nwill clearly set forth:<\/p>\n\n\n\n
(i)            the\nspecific reason or reasons for the denial;<\/p>\n\n\n\n
(ii)           specific\nreference to pertinent Plan provisions on which the denial is based;<\/p>\n\n\n\n
(iii)          a\ndescription of any additional material or information necessary for the\nclaimant to perfect the claim and an explanation of why such material or\ninformation is necessary; and<\/p>\n\n\n\n
(iv)          an explanation of the procedure for\nreview of the denied or partially denied claim set forth below, including the\nclaimant\u0092s right to bring a civil action under ERISA section 502(a) following\nan adverse benefit determination on review.<\/p>\n\n\n\n
(d)           Review\nof Denial<\/u>.  Upon denial of a claim,\nin whole or in part, a claimant or his duly authorized representative will have\nthe right to submit a written request to the Committee for a full and fair\nreview of the denied claim by filing a written notice of appeal with the\nCommittee within 60 days of the receipt by the claimant of written notice of\nthe denial of the claim.  A claimant or\nthe claimant\u0092s authorized representative will have, upon request and free of\ncharge, reasonable access to, and copies of, all documents, records, and other\ninformation relevant to the claimant\u0092s claim for benefits and may submit issues\nand comments in writing, except for privileged or confidential\ndocumentation.  The review will take into\naccount all comments, documents, records, and<\/p>\n\n\n\n
10<\/p>\n\n\n\n\n
other information submitted by the claimant relating to the\nclaim, without regard to whether such information was submitted or considered\nin the initial benefit determination.<\/p>\n\n\n\n
If the claimant\nfails to file a request for review within 60 days of the denial notification,\nthe claim will be deemed abandoned and the claimant precluded from reasserting\nit.  If the claimant does file a request\nfor review, his request must include a description of the issues and evidence\nhe deems relevant.  Failure to raise\nissues or present evidence on review will preclude those issues or evidence\nfrom being presented in any subsequent proceeding or judicial review of the\nclaim.<\/p>\n\n\n\n
(e)           Decision\nUpon Review<\/u>.  The Committee or its\ndelegate will provide a written decision on review.  If the claim is denied on review, the\ndecision shall set forth:<\/p>\n\n\n\n
(i)            the\nspecific reason or reasons for the adverse determination;<\/p>\n\n\n\n
(ii)           specific\nreference to pertinent Plan provisions on which the adverse determination is\nbased;<\/p>\n\n\n\n
(iii)          a\nstatement that the claimant is entitled to receive, upon request and free of\ncharge, reasonable access to, and copies of, all documents, records, and other\ninformation relevant to the claimant\u0092s claim for benefits; and<\/p>\n\n\n\n
(iv)          a\nstatement describing any voluntary appeal procedures offered by the Plan and\nthe claimant\u0092s right to obtain the information about such procedures, as well\nas a statement of the claimant\u0092s right to bring a civil action under ERISA section 502(a).<\/p>\n\n\n\n
A decision will be\nrendered no more than 60 days after the receipt of the request for review,\nexcept that such period may be extended for an additional 60 days if the\nCommittee determines that circumstances (such as for a meeting) require such\nextension.  If an extension of time is\nrequired, written notice of the extension will be furnished to the claimant\nbefore the end of the initial 60-day period.<\/p>\n\n\n\n
(f)            Finality\nof Determinations; Exhaustion of Remedies<\/u>. \nTo the extent permitted by law, decisions reached under the claims\nprocedures set forth in this Section shall be final and binding on all\nparties. No legal action for benefits under the Plan shall be brought unless\nand until the claimant has exhausted his remedies under this Section. In any\nsuch legal action, the claimant may only present evidence and theories which\nthe claimant presented during the claims procedure. Any claims which the\nclaimant does not in good faith pursue through the review stage of the\nprocedure shall be treated as having been irrevocably waived. Judicial review\nof a claimant\u0092s denied claim shall be limited to a determination of whether the\ndenial was an abuse of discretion based on the evidence and theories the\nclaimant presented during the claims procedure. Any suit or legal action\ninitiated by a claimant under the Plan must be brought by the claimant no later\nthan one year following a final decision on the claim for benefits.<\/p>\n\n\n\n
11<\/p>\n\n\n\n
Notwithstanding the foregoing, in no event may a claimant\ninitiate suit or legal action more than two years after the facts giving rise\nto the action occurred.  The foregoing\nlimitations on suits or legal actions for benefits will apply in any forum\nwhere a claimant initiates such suit or legal action.<\/p>\n\n\n\n
ARTICLE VII<\/b><\/p>\n\n\n\n
AMENDMENT AND TERMINATION<\/b><\/p>\n\n\n\n
7.1           Amendment\nor Termination<\/u>.  HP reserves the\nright to amend or terminate the Plan when, in the sole discretion of HP, such\namendment or termination is advisable, pursuant to a resolution or other action\ntaken by the Committee.<\/p>\n\n\n\n
Any amendment or termination of the Plan\nwill not affect the entitlement of any Participant or the Beneficiary of a\nParticipant whose Termination Date occurs before the amendment or\ntermination.  All benefits to which any\nParticipant or Beneficiary may be entitled shall be determined under the Plan\nas in effect at the time of the Participant\u0092s Termination Date and shall not be\naffected by any subsequent change in the provisions of the Plan; provided, that\nHP reserves the right to change the Investment Options with respect to any\nParticipant or Beneficiary.  Participants\nand Beneficiaries will be given notice prior to the discontinuance of the Plan,\nchange in Investment Options available or reduction of any benefits provided by\nthe Plan.<\/p>\n\n\n\n
7.2           Effect\nof Amendment or Termination<\/u>.  No\namendment or termination of the Plan shall adversely affect the rights of any\nParticipant to amounts credited to his Account as of the effective date of such\namendment or termination.  Upon\ntermination of the Plan, distribution of balances in Accounts shall be made to\nParticipants and Beneficiaries in the manner and at the time described in Article V,\nunless HP determines in its sole discretion that all such amounts shall be\ndistributed upon termination in accordance with the requirements under Code section 409A.  Upon termination of the Plan, no further\ndeferrals of Eligible Income shall be permitted; however, earnings, gains and\nlosses shall continue to be credited to Account balances in accordance with Article V\nuntil the Account balances are fully distributed.<\/p>\n\n\n\n
ARTICLE VIII<\/b><\/p>\n\n\n\n
GENERAL PROVISIONS<\/b><\/p>\n\n\n\n
8.1           Rights Unsecured<\/u>.  The right of a Participant or his\nBeneficiary to receive a distribution hereunder shall be an unsecured claim\nagainst the general assets of HP, and neither the Participant nor his\nBeneficiary shall have any preferred rights in or against any amount credited\nto any Account or any other assets of HP. \n\nThe Plan at all times shall be considered entirely unfunded for tax\npurposes.  Any funds set aside by HP for\nthe purpose of meetings its obligations under the Plan, including any amounts\nheld by a trustee, shall continue for all<\/p>\n\n\n\n
12<\/p>\n\n\n\n\n
purposes to be part of the general assets of HP and shall be available\nto its general creditors in the event of HP\u0092s bankruptcy or insolvency.  HP\u0092s obligation under this Plan shall be that\nof an unfunded and unsecured promise to pay money in the future.<\/p>\n\n\n\n
8.2           No Guarantee of Benefits<\/u>.  Nothing contained in the Plan shall\nconstitute a guarantee by HP or any other person or entity that the assets of HP\nwill be sufficient to pay any benefits hereunder.<\/p>\n\n\n\n
8.3           No Enlargement of Rights<\/u>.  No Participant or Beneficiary shall have any\nright to receive a distribution under the\nPlan except in accordance with the terms of the Plan.  Establishment of the Plan shall not be\nconstrued to give any Participant the right to continue to be employed by or\nprovide services to HP.<\/p>\n\n\n\n
8.4           Transferability<\/u>.  No interest of any person in, or right to\nreceive a distribution under, the Plan shall be subject in any manner to sale,\ntransfer, assignment, pledge, attachment, garnishment, or other alienation or\nencumbrance of any kind; nor may such interest or right to receive a\ndistribution be taken, either voluntarily or involuntarily for the satisfaction\nof the debts of, or other obligations or claims against, such person.<\/p>\n\n\n\n
8.5           Applicable\nLaw<\/u>. To the extent not preempted by federal law, the Plan shall be governed\nby the laws of the State of Delaware.<\/p>\n\n\n\n
8.6           Incapacity\nof Recipient<\/u>.  If any person entitled\nto a distribution under the Plan is deemed by HP to be incapable of personally\nreceiving and giving a valid receipt for such payment, then, unless and until a\nclaim for such payment shall have been made by a duly appointed guardian or\nother legal representative of such person, HP may provide for such payment or\nany part thereof to be made to any other person or institution then\ncontributing toward or providing for the care and maintenance of such\nperson.  Any such payment shall be a\npayment for the account of such person and a complete discharge of any liability\nof HP and the Plan with respect to the payment.<\/p>\n\n\n\n
8.7           Taxes<\/u>. HP or\nother payor may withhold from a benefit payment under the Plan or a Participant\u0092s\nwages any federal, state, or local taxes required by law to be withheld with\nrespect to a payment or accrual under the Plan, and shall report such payments\nand other Plan-related information to the appropriate governmental agencies as\nrequired under applicable laws.<\/p>\n\n\n\n
8.8           Corporate\nSuccessors<\/u>.  The Plan and the\nobligations of HP under the Plan shall become the responsibility of any\nsuccessor to HP by reason of a transfer or sale of substantially all of the\nassets of HP or by the merger or consolidation of HP into or with any other\ncorporation or other entity.<\/p>\n\n\n\n
8.9           Unclaimed\nBenefits<\/u>.  Each Participant shall keep\nHP informed of his current address and the current address of his designated\nBeneficiary.  HP shall not be obligated\nto search for the whereabouts of any person if the location of a person is not\nmade known to HP.<\/p>\n\n\n\n
13<\/p>\n\n\n\n\n
8.10         Severability<\/u>.  In the event any provision of\nthe Plan shall be held invalid or illegal for any reason, any illegality or\ninvalidity shall not affect the remaining parts of the Plan, but the Plan shall\nbe construed and enforced as if the illegal or invalid provision had never been\ninserted.<\/p>\n\n\n\n
8.11         Words\nand Headings<\/u>.  Words in the masculine\ngender shall include the feminine and the singular shall include the plural,\nand vice versa, unless qualified by the context.  Any headings used herein are included for\nease of reference only, and are not to be construed so as to alter the terms\nhereof.<\/p>\n\n\n\n
8.12         Domestic\nRelations Orders<\/u>.  Notwithstanding Section 8.4,\nall or a portion of a Participant\u0092s Account balance may be paid to another\nperson as specified in a domestic relations order that HP determines is\nqualified (a \u0093Qualified Domestic Relations Order\u0094). For this purpose, a\nQualified Domestic Relations Order means a judgment, decree, or order\n(including the approval of a settlement agreement) which is:<\/p>\n\n\n\n
(a)           issued pursuant to a State\u0092s domestic\nrelations law;<\/p>\n\n\n\n
(b)           relates to the provision of child\nsupport, alimony payments or marital property rights to a spouse, former\nspouse, child or other dependent of the Participant;<\/p>\n\n\n\n
(c)           creates or recognizes the right of a\nspouse, former spouse, child or other dependent of the Participant to receive\nall or a portion of the Participant\u0092s benefits under the Plan;<\/p>\n\n\n\n
(d)           provides for payment in an immediate\nlump sum as soon as practicable after HP determines that a Qualified Domestic\nRelations Order exists; and<\/p>\n\n\n\n
(e)           meets such other requirements\nestablished by HP.<\/p>\n\n\n\n
HP shall determine whether\nany document received by it is a Qualified Domestic Relations Order.  In making this determination, HP may consider\nthe rules applicable to \u0093domestic relations orders\u0094 under Code section 414(p)\nand ERISA section 206(d), and such other rules and procedures as it\ndeems relevant.  If an order is\ndetermined to be a Qualified Domestic Relations Order, the amount to which the\nother person is entitled under the Order shall be paid in a single lump-sum\npayment as soon as practicable after such determination.<\/p>\n\n\n\n
ARTICLE IX<\/b><\/p>\n\n\n\n
ROLLOVERS FROM OTHER PLANS<\/b><\/p>\n\n\n\n
9.1           Discretion\nto Accept<\/u>.  The Committee shall have\ncomplete authority and discretion, but no obligation, to establish an Account\nfor a Rollover Participant and credit the Account with the amount transferred\nfrom the Rollover Participant\u0092s account in a Rollover Plan.  Amounts credited to such Accounts are fully\nsubject to the provisions of this Plan. \n\nReference in the Plan to such a crediting as a \u0093rollover\u0094 or \u0093transfer\u0094\nfrom a Rollover Plan is nominal in nature, and confers no additional rights\nupon a Rollover Participant other than those specifically<\/p>\n\n\n\n
14<\/p>\n\n\n\n
set forth in the Plan.<\/p>\n\n\n\n
9.2           Status\nof Rollover Participants<\/u>.  A Rollover\nParticipant and his Beneficiary are fully subject to the provisions of this\nPlan, except as otherwise expressly set forth herein.  A Rollover Participant who is not already a\nParticipant in the Plan and is not otherwise eligible to participate in the\nPlan at the time of rollover, shall not be entitled to make any additional\ndeferrals under the Plan unless and until he has become eligible to do so under\nthe terms of the Plan.<\/p>\n\n\n\n
9.3           Payments\nto Rollover Participants<\/u>.  Payments\nfrom a Rollover Participant\u0092s Account shall me made in accordance with the form\nand timing of payment provisions of the Rollover Plan.<\/p>\n\n\n\n
IN WITNESS WHEREOF, HEWLETT-PACKARD COMPANY has caused this\nHewlett-Packard Company 2005 Executive Deferred Compensation Plan to be\nexecuted on this 17th<\/sup> day of November, 2005.<\/p>\n\n\n\n\n\n<\/pre>\n\n\n\n\n\n\n
\n<\/td>\n\n
HEWLETT-PACKARD COMPANY<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
\/s\/ Lawrence T. Babbio, Jr.<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Lawrence T. Babbio, Jr.<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Chair, HR and Compensation Committee<\/p>\n<\/td>\n<\/tr>\n<\/table>\n
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