STOCK NOTIFICATION AND AWARD AGREEMENT

Contract Categories: Business Finance - Stock Agreements
EX-10.(I)(I)(I) 6 a2201180zex-10_iii.htm EX-10(I)(I)(I)

Exhibit 10(i)(i)(i)

 

STOCK NOTIFICATION AND AWARD AGREEMENT

 

 

 

Name:

Employee ID:

 

 

Manager Name:

 

 

 

Department:

 

 

 

Congratulations on receiving a stock award.  This award reflects your management team’s recognition of your significant contributions to Hewlett-Packard Company’s success.

 

HP has long been known for talented employees like you who have an unwavering commitment to HP’s customers, driving growth and profitability and creating value. Stock awards are one important way we demonstrate our commitment to rewarding your strong performance and individual achievements. Thank you for your hard work and commitment to building a successful company.

 

Once again, congratulations on a job well done.

 

 

 

Grant Date:

 

Grant Number:

 

Grant Price:

 

Award Amount:

 

Award Type/Sub Type:

 

Expiration Date:

 

Plan:

 

Program Type:

 

Vesting Schedule:

 

 

Non-Qualified Stock Option

 

THIS STOCK NOTIFICATION AND AWARD AGREEMENT, as of the Grant Date noted above between HEWLETT-PACKARD COMPANY, a Delaware corporation (“Company”), and the employee named above (“Employee”), is entered into as follows:

 

WITNESSETH:

 

WHEREAS, the Company has established the Plan named above, a copy of which can be found on the Stock Incentive Program website at: [URL] or by written or telephonic request to the Company Secretary, and which Plan is made a part hereof; and

 

1



 

WHEREAS, the HR and Compensation Committee of the Board of Directors of the Company or its delegates (“Committee”) has determined that the Employee shall be granted a stock option under the Plan as hereinafter set forth;

 

NOW THEREFORE, the parties hereby agree that the Company grants the Employee a stock option (“Stock Option”) to purchase the number of shares stated above of its $0.01 par value voting Common Stock (“Share(s)”) upon the terms and conditions set forth herein.

 

1.                   This Stock Option is granted under and pursuant to the Plan and is subject to each and all of the provisions thereof.

 

2.                   The Grant Price is the price per Share set forth above.

 

3.                   This Stock Option is not transferable by the Employee otherwise than by will or the laws of descent and distribution, and is exercisable only by the Employee during his lifetime.  This Stock Option may not be transferred, assigned, pledged or hypothecated by the Employee during his lifetime, whether by operation of law or otherwise, and is not subject to execution, attachment or similar process.

 

4.                   This Stock Option will vest and become exercisable according to the vesting schedule set forth above.    Notwithstanding the foregoing, this Stock Option shall be exercisable in full upon the retirement of the Employee, in accordance with the applicable retirement policy, or permanent and total disability, or upon his death.

 

5.                   This Stock Option will expire on the expiration date set forth above, unless sooner terminated or canceled in accordance with the provisions of the Plan and this Stock Notification and Award Agreement.  You must exercise your award, if at all, on a day the New York Stock Exchange is open for trading and on or before the expiration date noted above.   The Employee shall be solely responsible for exercising this Stock Option, if at all, prior to its expiration date.  The Company shall have no obligation to notify the Employee of this Stock Option’s expiration.

 

6.                   This Stock Option may be exercised by delivering to the Secretary of the Company at its head office a written notice stating the number of Shares as to which the Stock Option is exercised or by any other method the Committee has approved; provided, however, that no such exercise shall be with respect to fewer than twenty-five (25) Shares or the remaining Shares covered by the Stock Option if less than twenty-five.  The written notice must be accompanied by the payment of the full Grant Price of such Shares.  Payment may be in cash or Shares or a combination thereof to the extent permissible under applicable law; provided, however, that any payment in Shares shall be in strict compliance with all procedural rules established by the Committee.

 

7.                   All rights of the Employee in this Stock Option, to the extent that it has not been exercised, shall terminate upon the death of the Employee (except as hereinafter provided) or termination of his employment for any reason other than retirement, in accordance with the applicable retirement policy, or permanent and total disability, and in case of such retirement or permanent and total disability three (3) years from the date thereof; provided, however, that in the event of the Employee’s death, his legal representative or designated beneficiary shall have the right to exercise all or a portion of the Employee’s rights under this Stock Notification and Award Agreement within the time prescribed for exercise after the death of the Employee as provided herein.  The representative or designee must exercise the Stock Option within one (1) year after the death of the Employee, and shall be bound by the provisions of the Plan.  In all cases, however, this Stock Option will expire no later than the expiration date set forth above.

 

8.              Taxes.

(a)         The Employee shall be liable for any and all taxes, including income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Plan and legally applicable or otherwise recoverable from the Employee (such as fringe benefit tax) by the Company and/or the Employee’s employer (the “Employer”) (“Tax-Related Items”).  In the event that the Company or the Employer is required, allowed or permitted to withhold taxes as a result of the grant or vesting of Stock Options, or subsequent sale of Shares acquired pursuant to such Stock Options, the Employee shall make a cash payment or make adequate arrangements satisfactory to the Company and/or the Employer to withhold such taxes from Employee’s wages or other cash compensation paid to the Employer by the Company and/or the Employer at the election of the Company, in its sole discretion, or, if permissible under local law, the Company may sell or arrange for the sale of Shares that Employee acquires as necessary to cover all applicable required withholding taxes that are legally recoverable from the Employee (such as fringe benefit tax) and required social security contributions at the time the Stock Options are exercised, unless the Company, in its sole discretion, has established alternative procedures for such payment.  To the extent that any payment of cash or alternative procedure for such payment is insufficient, the Employee

 

2



 

authorizes the Company, its Affiliates and Subsidiaries, which are qualified to deduct tax at source, to deduct from the Employee’s compensation all Tax-related Items.  The Employee agrees to pay any amounts that cannot be satisfied from wages or other cash compensation, to the extent permitted by law.

 

To avoid negative accounting treatment, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates.

 

(b)         Regardless of any action the Company or the Employer takes with respect to any or all Tax-Related Items, the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer.  The Employee further acknowledges that the Company and/or the Employer (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of Stock Options, including, but not limited to, the grant, vesting or settlement of Stock Options, the subsequent issuance of Shares and/or cash upon settlement of such Stock Options or the subsequent sale of any Shares acquired pursuant to such Stock Options and receipt of any dividends; and (ii)  do not commit to and are under no obligation to structure the terms or any aspect of this grant of Stock Options to reduce or eliminate the Employee’s liability for Tax-Related Items or to achieve any particular tax result.  Further, if the Employee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.  The Employee shall pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan or the Employee’s receipt of Stock Options that cannot be satisfied by the means previously described.  The Company may refuse to deliver the benefit described herein if the Employee fails to comply with the Employee’s obligations in connection with the Tax-Related Items.

 

(c)          In accepting the Stock Option, the Employee consents and agrees that in the event the Stock Option becomes subject to an employer tax that is legally permitted to be recovered from the Employee, as may be determined by the Company and/or the Employer at their sole discretion, and whether or not the Employee’s employment with the Company and/or the Employer is continuing at the time such tax becomes recoverable, the Employee will assume any liability for any such taxes that may be payable by the Company and/or the Employer in connection with the Stock Option.  Further, by accepting the Stock Option, the Employee agrees that the Company and/or the Employer may collect any such taxes from the Employee by any of the means set forth in this Section 7.  The Employee further agrees to execute any other consents or elections required to accomplish the above promptly upon request of the Company.

 

9.                   By accepting this Stock Option grant, the Employee acknowledges and agrees that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time; (ii) the grant of Stock Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Options, or benefits in lieu of Stock Options, even if Stock Options have been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (iv) the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law;  (v)  the Employee is participating voluntarily in the Plan; (vi) Stock Options and their resulting benefits are not intended to replace any pension rights or compensation; (vii) Stock Options and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments insofar as permitted by law and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliate; (viii) this grant of Stock Options will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Stock Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate;  (ix) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (x) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Options resulting from termination of Employee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant of the Stock Options to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of

 

3



 

competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; (xi) notwithstanding any terms or conditions of the Plan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to receive benefits under this Stock Notification and Award Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options.

 

10.            The Employee understands that the Company, its Affiliates, its Subsidiaries and the Employer hold certain personal information about the Employee, including, but not limited to, name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all stock options or any other entitlement to shares of stock awarded, canceled, purchased, exercised, vested, unvested or outstanding in the Employee’s favor for the exclusive purpose of implementing, managing and administering the Plan (“Data”). The Employee understands that the Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Employee’s country or elsewhere and that the recipient country may have different data privacy laws and protections than the Employee’s country. HP is committed to protecting the privacy of the Employee’s personal data in such cases. By contract with both the HP affiliate and with HP vendors, the people and companies that have access to the Employee’s personal data are bound to handle such data in a manner consistent with the HP Privacy Policy and law. HP also performs due diligence and audits on its vendors in accordance with good commercial practices to ensure their capabilities and compliance with those commitments.

 

The Employee may request a list with the names and addresses of any potential recipients of the data by contacting the local human resources representative. The Employee understands that data will be held only as long as is necessary to implement, administer and manage participation in the Plan.

 

11.            The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee’s participation in the Plan, or the Employee’s acquisition or sale of the underlying Shares.  The Employee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

 

12.            The Employee agrees to receive copies of the Plan, the Plan prospectus and other Plan information, including information prepared to comply with laws outside the United States, from the Stock Incentive Program website referenced above and stockholder information, including copies of any annual report, proxy and Form 10K, from the investor relations section of the HP website at www.hp.com.  The Employee acknowledges that copies of the Plan, Plan prospectus, Plan information and stockholder information are available upon written or telephonic request to the Company Secretary.

 

13.            The Plan is incorporated herein by reference. The Plan and this Stock Notification and Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Employee with respect to the subject matter hereof, and may not be modified adversely to the Employee’s interest except by means of a writing signed by the Company and the Employee.  Notwithstanding the foregoing, nothing in the Plan or this Stock Notification and Award Agreement shall affect the validity or interpretation of any duly authorized written agreement between the Company and the Employee under which a Stock Option properly granted under and pursuant to the Plan serves as any part of the consideration furnished to the Employee.  This Stock Notification and Award Agreement is governed by the laws of the state of Delaware.

 

14.            If the Employee has received this or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

 

15.            The provisions of this Stock Notification and Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

 

16.            Any capitalized terms not defined herein shall have the same meaning they have in the Plan.

 

17.            Notwithstanding any provisions in this Stock Notification and Award Agreement, the grant of the Stock Options shall be subject to any special terms and conditions set forth in the Appendix to this Stock Notification and Award Agreement for the Employee’s country.  Moreover, if the Employee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Employee, to the

 

4



 

extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan.  The Appendix constitutes part of this Stock Notification and Award Agreement.

 

18.            The Company reserves the right to impose other requirements on the Employee’s participation in the Plan, on the Stock Options and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Employee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

 

 

HEWLETT-PACKARD COMPANY

 

 

Léo Apotheker

CEO and President

 

 

Michael J. Holston

Executive Vice President, General Counsel and Secretary

 

 

RETAIN THIS STOCK NOTIFICATION AND AWARD AGREEMENT FOR YOUR RECORDS

 

Important Note:  Your award is subject to the terms and conditions of this Stock Notification and Award Agreement and to HP obtaining all necessary government approvals.  If you have questions regarding your award, please discuss them with your manager.

 

5