Hewlett-Packard Company Service Anniversary Stock Plan

Summary

This agreement outlines Hewlett-Packard Company's Service Anniversary Stock Plan, which rewards long-serving employees with stock awards. Full-time and regular part-time employees who complete ten-year service milestones are eligible to receive ten shares of HP common stock, with awards given at each ten-year increment. In countries where stock awards are not feasible, a cash equivalent may be provided. The plan is administered by the company and can be modified or terminated at any time by the Board of Directors. The plan also covers eligibility in cases of employment termination or death.

EX-10.(P)(P) 4 a2117743zex-10_pp.htm EXHIBIT 10 (P)(P)
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Exhibit 10(p)(p)


HEWLETT-PACKARD COMPANY

SERVICE ANNIVERSARY STOCK PLAN

        The following constitutes the provisions of the Service Anniversary Stock Plan ("Plan") of Hewlett-Packard Company ("Employer" or "Company"):

1.
PURPOSE. The Plan is designed to recognize the Company's appreciation for long service to the Company by its employees.

2.
APPLICABILITY TO PARTICIPATING SUBSIDIARIES. A participating subsidiary is any subsidiary or affiliated corporation of Hewlett-Packard Company which shall be authorized to participate under the Plan by the Board of Directors of Hewlett-Packard Company. In the event and so long as a subsidiary corporation of Hewlett-Packard Company is a participating subsidiary, the term "employees" as used in the Plan shall be deemed to include the employees of such subsidiary and the term "employer" shall be deemed to mean such subsidiary as to its participating employees.

3.
ELIGIBILITY. All full-time and regular part-time (20 hours or more per week on a regular schedule) employees who have completed increments of ten years of continued service to the Employer are eligible.

4.
STOCK AWARD. After the completion of ten, twenty, thirty, forty, or fifty years of eligible service, an employee will be eligible to receive a stock award consisting of ten shares of Hewlett-Packard Company common stock. Awards will be made by December 31st of each year, unless altered by the Board of Directors, with awards made to individuals who have attained the requisite service milestone or will attain such service milestone by December 31st of the year in which the Award is made.

5.
CASH AWARDS IN LIEU OF STOCK. For subsidiary corporations in countries where a stock award is illegal or impractical, a cash award equivalent to the fair market value of ten shares of stock may be paid in lieu of the stock award as determined to be appropriate by the Board of Directors.

6.
TERMINATION OF EMPLOYMENT PRIOR TO STOCK AWARD. Any otherwise eligible employee who terminates prior to the last work day of October will not receive any award. An employee whose termination date is the last available work date of October or after, but prior to the date of the December awards, will receive the award provided that eligibility was established prior to actual termination.

7.
DECEASED EMPLOYEES. The beneficiary of a deceased employee will receive any stock service award scheduled for December provided that service eligibility was established prior to the employee's death, and provided further that the employee was on active pay status on the last work day of October.

8.
ADMINISTRATION OF THE PLAN. Delegation of Authority for the Day-to-Day Administration of the Plan. Except to the extent prohibited by applicable law or applicable rules of a stock exchange, the Board or any of its committees as shall be administering the Plan may delegate to one or more individuals the day-to-day administration of the Plan and any of the functions assigned to it in this Plan. The delegation may be revoked at any time.

9.
MODIFICATION AND TERMINATION. Hewlett-Packard Company reserves the sole and exclusive right, either as to its employees and subsidiaries and affiliates, to terminate this Plan at any time in its entirety or to modify the Plan from time to time by resolution of its Board of Directors.

10.
APPLICABLE LAW. The interpretation, performance and enforcement of this Plan shall be governed by the laws of the State of California.

11/20/87   Adopted by the Board
02/23/88   Approved by the Shareholders
02/25/92   500,000 shares reserved and approved by Shareholders
04/17/95   Two for one stock split
07/16/96   Two for one stock split
10/27/00   Two for one stock split in the form of a stock dividend
11/21/02   Section 8 amended and Plan restated by HR and Compensation Committee
01/16/03   Section 4 amended and Plan restated by the HR and Compensation Committee
07/17/03   Sections 3 and 4 amended and Plan restated by the HR and Compensation Committee



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    Exhibit 10(p)(p)
HEWLETT-PACKARD COMPANY SERVICE ANNIVERSARY STOCK PLAN