Exhibit 10(bb)

Amended and Restated Effective July 18, 2002

Amended and Restated September 4, 2001

Amended and Restated January 20, 1998

Reflects 5-for-2 stock split dated July 14, 1997,

2-for-1 stock split dated January 20, 1998 and

mergers & acquisitions through September 1, 1997

COMPAQ COMPUTER CORPORATION

1995 EQUITY INCENTIVE PLAN

SECTION 1.        Purpose.  The purposes of the Compaq Computer Corporation 1995 Equity Incentive Plan are to promote the interests of the Company and its stockholders by (a) attracting and retaining exceptional executive personnel and other key employees of the Company, Compaq and Affiliates, as defined below; (b) motivating such employees by means of performance-related incentives to achieve long-range performance goals; and (c) enabling such employees to participate in the long-term growth and financial success of the Company.

SECTION 2.        Definitions.  As used in the Plan, the following terms shall have the meanings set forth below:

“Affiliate” shall mean (a) any entity that, directly or indirectly, is controlled by the Company or Compaq and (b) any entity in which the Company or Compaq has a significant equity interest, in either case as determined by the Committee.

“Award” shall mean any option or stock appreciation right granted under the Plan.

“Award Agreement” shall mean any written agreement, contract, or other instrument or document evidencing any Award, which may, but need not, be executed or acknowledged by a Participant, and shall be subject to the terms and conditions of the Plan.

“Board” shall mean the Board of Directors of the Company.

“Change in Control” shall be deemed to have occurred if:  (a) Prior to May 3, 2002 (i) any “person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than Compaq, any trustee or other fiduciary holding securities under any employee benefit plan of Compaq, or any company owned, directly or indirectly, by the stockholders of Compaq in substantially the same proportions as their ownership of Stock of Compaq), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Compaq representing 30% or more of the combined voting power of Compaq’s then outstanding securities; (ii) during any period of two consecutive years (not including any period prior to the adoption of the Plan), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with Compaq to effect a transaction described in clause (i), (iii), or (iv) of this paragraph whose election by the Board or nomination for election by Compaq’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; (iii) the stockholders of Compaq approve a merger or consolidation of Compaq with any other corporation, other than a merger or consolidation that would result in the voting securities of Compaq outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of Compaq or such surviving entity outstanding

immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of Compaq (or similar transaction) in which no person acquires more than 30% of the combined voting power of Compaq’s then outstanding securities shall not constitute a Change in Control of Compaq; or (iv) the stockholders of Compaq approve a plan of complete liquidation of Compaq or an agreement for the sale or disposition by Compaq of all or substantially all of Compaq’s assets.  If any of the events enumerated in clauses (i) through (iv) occur, the Board shall determine the effective date of the Change in Control resulting therefrom, for purposes of the Plan.  For purposes of (1) applying Awards granted on or after September 1, 2001, (2) applying the provisions of Section 9(a) to Awards (other than Options and Stock Appreciation Rights) granted prior to September 1, 2001, and (3) applying the provision of Section 8(a)(i)(A) to all Options and Stock Appreciation Rights, whenever granted, the definition of Change in Control set forth in this paragraph shall be revised by substituting the phrase “a merger or consolidation of Compaq with any other corporation is consummated” for the phrase “the stockholders of Compaq approve a merger or consolidation of Compaq with any other corporation” in clause (iii) of the definition above, and (b) On or after May 3, 2002, the Board in its sole discretion determines that a change in control has occurred.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Committee” shall mean a committee or committees of the Board designated by the Board to administer the Plan and prior to May 3, 2002, the committee must be composed of not less than the minimum number of persons from time to time required by Rule 16b-3, each of whom, to the extent necessary to comply with Rule 16b-3 only, is a “Non-Employee Director” within the meaning of Rule 16b-3.

“Compaq” shall mean Compaq Computer Corporation, together with any successor thereto.

“Company” shall mean any successor or parent company of Compaq.

“Employee” shall mean an employee of the Company, Compaq or of any Affiliate, but shall exclude any individual who are classified by the Company as (a) leased from or otherwise employed by a third party; (b) independent contractors; (c) intermittent or temporary, even if any such classification is changed retroactively as a result of an audit, litigation or otherwise; or (d) on or after May 3, 2002, either a member of the Board or a covered officer as defined in Section 162(m) of the Code at the time of grant.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Executive Officer” shall mean, at any time, an individual who is an executive officer of Compaq within the meaning of Exchange Act Rule 3b-7 as promulgated and interpreted by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect from time to time, or who is an officer of the Company within the meaning of Exchange Act Rule 16a-1(f) as promulgated and interpreted by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect from time to time.

“Fair Market Value” shall mean the fair market value of the property or other item being valued, as determined by the Committee in its sole discretion.  On or after May 3, 2002 and unless otherwise determined by the Committee or its designate, the fair market value shall mean the average of the highest and lowest quoted sales prices for such Shares as of such date (or if no sales were reported on such date, the average on the last preceding day a sale was made) as quoted on the stock exchange or a national market system, with the highest trading volume, as reported in such source as the Committee shall determine.

“Incentive Stock Option” shall mean a right to purchase Shares that is granted under Section 6 of the Plan and that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

“Non-Qualified Stock Option” shall mean a right to purchase Shares that is granted under Section 6 of the Plan and that is not intended to be an Incentive Stock Option.

“Option” shall mean, prior to May 3, 2002, an Incentive Stock Option or a Non-Qualified Stock Option and shall include a Restoration Option and, on or after May 3, 2002, a Non-Qualified Stock Option.

“Participant” shall mean any Employee selected by the Committee to receive an Award under the Plan.

“Person” shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, government or political subdivision thereof or other entity.

“Plan” shall mean this Compaq Computer Corporation 1995 Equity Incentive Plan, as amended from time to time.

“Rule 16b-3” shall mean Rule 16b-3 as promulgated and interpreted by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect from time to time.

“SEC” shall mean the Securities and Exchange Commission or any successor thereto and shall include the staff thereof.

“Shares” shall mean shares of the common stock, $.0l par value, of the Company, or such other securities of the Company as may be designated by the Committee from time to time.

“Stock Appreciation Right” shall mean any right granted under Section 7 of the Plan.

“Substitute Awards” shall mean Awards granted in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by the Company or Compaq or with which the Company or Compaq combines.

SECTION 3.        Administration.

(a)                                  Authority of Committee.  The Plan shall be administered by the Committee.  Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to an eligible Employee; (iii) determine the number of Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (ix) adopt rules, procedures, and sub-plans to the Plan relating to the operation and administration of the Plan, as the Committee deems desirable to accommodate tax and other laws, regulations and practices in foreign jurisdictions; (x) approve forms of Notice for use under the Plan; (xi) authorize substitution under the Plan of any or all outstanding Non-Qualified Stock Options or outstanding stock appreciation rights held by service providers of an entity acquired by the Company; and (xii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan and any Award granted hereunder.

(b)                                 Committee Discretion Binding.  Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final,

                conclusive, and binding upon all Persons, including the Company, Compaq, any Affiliate, any Participant, any holder or beneficiary of any Award, any stockholder and any Employee.

SECTION 4.        Shares Available for Awards.

(a)                                  Shares Available.  Subject to adjustment as provided in Section 4(b), the number of Shares with respect to which Awards may be granted under the Plan shall be 65,682,498 million.  If, after the effective date of the Plan, any Shares covered by an Award granted under the Plan or by an award granted under any prior stock award plan of the Company or Compaq, or to which such an Award or award relates, are forfeited, or if such an Award or award is settled for cash or otherwise terminates or is canceled without the delivery of Shares, then the Shares covered by such Award or award, or to which such Award or award relates, or the number of Shares otherwise counted against the aggregate number of Shares with respect to which Awards may be granted, to the extent of any such settlement, forfeiture, termination or cancellation, shall again become Shares with respect to which Awards may be granted. In the event that any Option or other Award granted hereunder or any award granted under any prior stock award plan of the Company or Compaq is exercised through the delivery of Shares or in the event that withholding tax liabilities arising from such Award or award are satisfied by the withholding of Shares, the number of Shares available for Awards under the Plan shall be increased by the number of Shares so surrendered or withheld.  Prior to May 3, 2002 and notwithstanding the foregoing and subject to adjustment as provided in Section 4(b), no Executive Officer of the Company may receive Awards under the Plan in any calendar year that relate to more than 2,500,000 Shares; provided, however, a new employee who begins service as Chief Executive Officer may receive Awards that relate to up to 5,000,000 Shares in the calendar year in which employment with the Company begins.

(b)                                 Adjustments.  In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number of Shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted, (ii) the number of Shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Award, or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, in each case, that (A) with respect to Awards of Incentive Stock Options no such adjustment shall be authorized to the extent that such authority would cause the Plan to violate Section 422(b)(1) of the Code, as from time to time amended and (B) with respect to any Award no such adjustment shall be authorized to the extent that such authority would be inconsistent with the Plan’s meeting the requirements of Section 162(m) of the Code, as from time to time amended.

(c)                                  Substitute Awards.  Any Shares underlying Substitute Awards shall not, except in the case of Shares with respect to which Substitute Awards are granted to Employees who are officers or directors of the Company for purposes of Section 16 of the Exchange Act or any successor section thereto, be counted against the Shares available for Awards under the Plan.

(d)                                 Sources of Shares Deliverable Under Awards.  Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or, prior to May 3, 2002, of treasury Shares.

SECTION 5.        Eligibility.  Any Employee shall be eligible to be designated a Participant.  Prior to May 3, 2002 any officer or employee-director of Compaq or any Affiliate shall be eligible to be designated as a Participant.

SECTION 6.        Stock Options.

(a)                                  Grant.  Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Employees to whom Options shall be granted, the number of Shares to be covered by each Option, the option price therefor and the conditions and limitations applicable to the exercise of the Option.  Prior to May 3, 2002, the Committee shall have the authority to grant Incentive Stock Options, or to grant Non-Qualified Stock Options, or to grant both types of options; in the case of Incentive Stock Options, the terms and conditions of such grants shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code, as from time to time amended, and any regulations implementing such statute. On or after May 3, 2002, no Incentive Stock Options shall be substituted under this Plan.

(b)                                 Exercise Price.  The exercise price for Options (other than Substitute Awards) granted under the Plan shall be not less than the Fair Market Value of the underlying Shares at the time of grant.  Neither the Board nor the Committee may lower the exercise price of outstanding options issued under the Plan.  The Committee shall determine the appropriate exercise prices for Substitute Awards based on the terms and conditions of the transaction related to such Awards.

(c)                                  Exercise.  Each Option shall be exercisable at such times and subject to such terms and conditions as the Committee may, in its sole discretion, specify in the applicable Award Agreement or thereafter.  The Committee may impose such conditions with respect to the exercise of options, including without limitation, any relating to the application of any securities laws, as it may deem necessary or advisable.

(d)                                 Payment.  No Shares shall be delivered pursuant to any exercise of an Option until payment in full of the option cost therefor is received by the Company.  Such payment may be made (i) in cash, or its equivalent, (ii) if and to the extent permitted by the Committee, by exchanging Shares owned by the optionee (which are not the subject of any pledge or other security interest), (iii) if and to the extent permitted by the Company, by surrendering all or part of that Option or any other Option, (iv) consideration received by the Company under a cashless exercise program implemented by the Company, or (v) by a combination of the foregoing; provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company as of the date of such tender is at least equal to such option cost.

(e)                                  Restoration Options.  Prior to May 3, 2002 and in the event that any Participant delivers Shares in payment of the exercise price of any Option granted hereunder in accordance with Section 6(d) or of any option granted under a prior stock award plan of the Company, or in the event that the withholding tax liability arising upon exercise of any such Option or option by a Participant is satisfied through the withholding by the Company of Shares otherwise deliverable upon exercise of the Option or option, the Committee shall have the authority to grant or provide for the automatic grant of a Restoration Option to such Participant.  The grant of a Restoration Option shall be subject to the satisfaction of such conditions or criteria as the Committee in its sole discretion shall establish from time to time.  A Restoration Option shall entitle the holder thereof to purchase a number of Shares equal to the number of such Shares so delivered or withheld upon exercise of the original Option or option.  A Restoration Option shall have a per share exercise price of not less than 100% of the per Share Fair Market Value on the date of grant of such Restoration Option and such other terms and conditions as the Committee in its sole discretion shall determine.

SECTION 7.        Stock Appreciation Rights.

(a)                                  Grant.

(i)                                     Prior to May 3, 2002 and subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Employees to whom Stock Appreciation Rights shall be granted, the number of Shares to be covered by each Stock Appreciation Right Award, the grant price thereof and the conditions and limitations applicable to the exercise thereof.  Stock Appreciation Rights may be granted in tandem with another Award, in addition to another Award, or freestanding and unrelated to another Award.  Stock Appreciation Rights granted in tandem with or in addition to an Award may be granted either at the same time as the Award or at a later time.  Stock Appreciation Rights shall not be exercisable earlier than six months after grant, and shall have a grant price as determined by the Committee on the date of grant.

(ii)                                  On or after May 3, 2002, no Stock Appreciation Rights shall be granted under this Plan.

(b)                                 Exercise and Payment.  A Stock Appreciation Right shall entitle the Participant to receive an amount equal to the excess of the Fair Market Value of a Share on the date of exercise of the Stock Appreciation Right over the grant price thereof, provided that the Committee may for administrative convenience determine that, with respect to any Stock Appreciation Right that is not related to an Incentive Stock Option and that can only be exercised for cash during limited periods of time in order to satisfy the conditions of Rule 16b-3, the exercise of such Stock Appreciation Right for cash during such limited period shall be deemed to occur for all purposes hereunder on the day during such limited period on which the Fair Market Value of the Shares is the highest.  Any such determination by the Committee may be changed by the Committee from time to time and may govern the exercise of Stock Appreciation Rights granted prior to such determination as well as Stock Appreciation Rights thereafter granted.  The Committee shall determine whether a Stock Appreciation Right shall be settled in cash, Shares or a combination of cash and Shares.

(c)                                  Other Terms and Conditions.  Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine, at or after the grant of a Stock Appreciation Right, the term, methods of exercise, methods and form of settlement, and any other terms and conditions of any Stock Appreciation Right.  Any such determination by the Committee may be changed by the Committee from time to time and may govern the exercise of Stock Appreciation Rights granted or exercised prior to such determination as well as Stock Appreciation Rights granted or exercised thereafter.  The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it shall deem appropriate.

SECTION 8.        Termination or Suspension of Employment.  The following provisions shall apply in the event of the Participant’s termination of employment unless the Company shall have provided otherwise, either at the time of the grant of the Award or thereafter.

(a)           Non-Qualified Stock Options and Stock Appreciation Rights.

(i)                                     Termination of Employment.

(A)                              For Non-Qualified Stock Options and Stock Appreciation Rights granted prior to May 3, 2002 and if the Participant’s employment with the Company, Compaq or an Affiliate is terminated for any reason other than death, permanent and total disability, or retirement, the Participant’s right to exercise any Non-Qualified Stock Option or Stock Appreciation Right shall terminate, and such Option or Stock Appreciation Right shall expire, on the earlier of (a) the first anniversary of such termination of employment or (b) the date such Option or Stock Appreciation Right would have expired had it not been for the termination of employment; provided, however, that if, within one year following a Change in Control, the Participant’s employment is terminated in a Qualifying Termination (as defined in subparagraph (iv) below), the Participant shall have the right to exercise any outstanding Option or Stock Appreciation Right until the earlier of

(i) the third anniversary of such termination of employment (in the case of Options or Stock Appreciation Rights granted prior to September 1, 2001) or the first anniversary of the effective date of such Qualifying Termination (in the case of Options or Stock Appreciation Rights granted on or after September 1, 2001 and prior to the Change in Control) or (ii) the date such Option or Stock Appreciation Right would have expired had it not been for such termination of employment.  The Participant shall have the right to exercise such Option or Stock Appreciation Right prior to such expiration to the extent it was exercisable at the date of such termination of employment and shall not have been exercised.

(B)                                For Options granted on or after May 3, 2002 and if a Participant ceases to be an Employee of the Company, Compaq or an Affiliate for any reason other than death, permanent and total disability, or retirement, the Participant’s right to exercise any vested or unvested Option shall terminate, and such Option shall expire.

(ii)                                  Death, Disability or Retirement.

(A)                              For Non-Qualified Stock Options and Stock Appreciation Rights granted prior to May 3, 2002 and if the Participant’s employment with the Company, Compaq or an Affiliate is terminated by death, permanent and total disability, or retirement, the Participant or his successor (if employment is terminated by death) shall have the right to exercise any Non-Qualified Stock Option or Stock Appreciation Right to the extent it was exercisable at the date of such termination of employment and shall not have been exercised, but in no event shall such option be exercisable later than the date the Option would have expired had it not been for the termination of such employment.  The meaning of the terms “total and permanent disability” and “retirement” shall be determined by the Committee.

(B)                                For Options granted on or after May 3, 2002 and if a Participant’s employment with the Company, Compaq or an Affiliate is terminated by total and permanent disability, or retirement, all unvested Options shall immediately vest and the Participant shall have the right to exercise any Option within three years of the date of such disability or retirement, but in no event shall such option be exercisable later than the date the Option would have expired had it not been for the termination of such employment.  The meaning of the terms “total and permanent disability” and “retirement” shall be determined by the Committee.

(C)                                For Options granted on or after May 3, 2002 and if a Participant’s employment with the Company, Compaq or an Affiliate is terminated by death, all unvested Options shall immediately vest and, subject to applicable laws and subparagraph (e) below, the Participant’s designated beneficiaries or successors shall have the right to exercise the Option within one year of the date of the death of Participant whether the Participant was an Employee, retired or disabled, but in no event shall such option be exercisable later than the date the Option would have expired had it not been for Participant’s death.

(iii)                               Acceleration and Extension of Exercisability.  Notwithstanding the foregoing, the Committee may, in its discretion, provide (A) that an Option granted to a Participant may terminate at a date earlier than that set forth above, (B) that an Option granted to a Participant may terminate at a date later than that set forth above, provided such date shall not be beyond the date the Option would have expired had it not been for the termination of the Participant’s employment, and (C) that an Option or Stock Appreciation Right may become immediately exercisable when it finds that such acceleration would be in the best interests of the Company.

(iv)                              Definition of Qualifying Termination.  For purposes of subparagraph (a)(i)(A) above, the term “Qualifying Termination” shall have the meaning ascribed to such term in the Participant’s individual employment or severance agreement with the Compaq or its Affiliate.  If the Participant is not a party to an individual employment or severance agreement with the Compaq or its Affiliate, the term “Qualifying Termination” shall have the meaning ascribed to the term “Qualified Termination” in the Compaq Computer Corporation employee severance plan, as may be amended from time to time, in which such Participant is eligible to participate.

(b)                                 Incentive Stock Options.  Except as otherwise determined by the Committee at the time of grant, if the Participant’s employment with the Company is terminated for any reason, the Participant shall have the right to exercise any Incentive Stock Option and any related Stock Appreciation Right during the 90 days after such termination of employment to the extent it was exercisable at the date of such termination, but in no event later than the date the option would have expired had it not been for the termination of such employment.  If the Participant does not exercise such Incentive Stock Option or related Stock Appreciation Right to the full extent permitted by the preceding sentence, the remaining exercisable portion of such Incentive Stock Option automatically will be deemed a Non-Qualified Stock Option, and such Option and any related Stock Appreciation Right will be exercisable during the period set forth in Section 8(a) of the Plan, provided that in the event that employment is terminated because of death or the Participant dies in such 90-day period, the option will continue to be an Incentive Stock Option to the extent provided by Section 421 or Section 422 of the Code, or any successor provision, and any regulations promulgated thereunder.

(c)                                  Leave Without Pay.  No Award may be exercised during any leave of absence other than an approved personal or medical leave with an employment guarantee upon return. An Award shall continue to vest during any authorized leave of absence and such Award may be exercised to the extent vested upon the Participant’s return to active employment status, in accordance with the terms thereof, to the extent permitted by local law.

(d)                                 Buyout Provisions. At any time, the Committee may, but shall not be required to, offer to buy out for a payment in cash or Shares an Award previously granted based on such terms and conditions as the Committee shall establish and communicate to the Participant at the time that such offer is made.

(e)                                  Beneficiary Designation.

(i)                                     A Participant may file a written designation of a beneficiary who is to receive the Participant’s rights pursuant to Participant’s Award or the Participant may include his or her Awards in an omnibus beneficiary designation for all benefits under the Plan. To the extent that the Participant has completed a designation of beneficiary while employed with the Company, Compaq or an Affiliate such beneficiary designation shall remain in effect with respect to any Award hereunder until changed by the Participant.

(ii)                                  Such designation of beneficiary may be changed by the Participant at any time by written notice. In the event of the death of an Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company shall allow the executor or administrator of the estate of the Participant to exercise the Award, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may allow the spouse or one or more dependents or relatives of the Participant to exercise the Award.

SECTION 9.        Change in Control.

(a)                                  For Awards granted prior to May 3, 2002 and notwithstanding any other provision of the Plan to the contrary, (i) all Awards granted prior to September 1, 2001 shall vest and become immediately

exercisable or payable, or have all restrictions lifted as may apply to the type of Award and no outstanding Stock Appreciation Right may be terminated, amended, or suspended upon or after a Change in Control and (ii) all Awards granted on or after September 1, 2001 shall vest and become immediately exercisable or payable, or have all restrictions lifted as may apply to the type of Award, upon a Qualifying Termination (as defined in Section 8(a)(iv) of the Plan) within one year following a Change in Control.

(b)                                 For Options granted on or after May 3, 2002 and in the event there is a Change of Control of the Company, as determined by the Board, the Board may in its discretion provide for (i) the assumption or substitution of, or adjustments to, each outstanding Award; (ii) the acceleration of the vesting of Awards and termination of any restriction on Awards; and (iii) the cancellation of Awards for a cash payment to the Participants.

(c)                                  For Options granted on or after May 3, 2002 and in the event of the proposed dissolution or liquidation of the Company, the Committee shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Committee in its discretion may provide for an Award to be fully vested and exercisable until ten (10) days prior to such transaction. In addition, the Committee may provide that any restrictions on any Award shall lapse prior to the transaction, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed transaction.

SECTION 10.      Amendment and Termination.

(a)                                  Amendments to the Plan.  The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement, including for these purposes any approval requirement that is a prerequisite for exemptive relief from Section 16(b) of the Exchange Act, for which or with which the Board deems it necessary or desirable to qualify or comply.  Notwithstanding anything to the contrary herein, the Committee may amend the Plan in such manner as may be necessary so as to have the Plan conform with local rules and regulations in any jurisdiction outside the United States.

(b)                                 Amendments to Awards.  The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation, or termination that would adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder, or beneficiary.

(c)                                  Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.  The Committee is hereby authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4(b) hereof) affecting the Company, Compaq, any Affiliate, or the financial statements of the Company, Compaq or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan; provided that no such adjustment shall be authorized to the extent that such authority would be inconsistent with the Plan’s meeting the requirements of Section 162(m) of the Code, as from time to time amended.

(d)                                 Cancellation.  Any provision of this Plan or any Award Agreement to the contrary notwithstanding, the Committee may cause any Award granted hereunder to be canceled in consideration of a cash payment or alternative Award made to the holder of such canceled Award equal in value to the Fair Market Value of such canceled Award.

(e)                                  Employee Status Change to Part-Time.  Prior to May 3, 2002 and at such time as a full-time employee becomes a part-time employee of the Company, on the next vesting date following such status change, all Awards previously granted to such employee will be automatically amended to reflect the vesting of all such Awards to be reduced by one-half with respect to any portion of the Awards not yet vested.

SECTION 11.      General Provisions.

(a)                                  Nontransferability.  No Award shall be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant, except by will or the laws of descent and distribution, provided, however, that an Award granted prior to May 3, 2002 may be transferable, to the extent set forth in the applicable Award Agreement and in accordance with procedures adopted by the Committee.

(b)                                 No Rights to Awards.  No Employee, Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Employees, Participants, or holders or beneficiaries of Awards.  The terms and conditions of Awards need not be the same with respect to each recipient.

(c)                                  Share Certificates.  All certificates for Shares or other securities of the Company, Compaq or any Affiliate delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(d)                                 Delegation.  Subject to the terms of the Plan and applicable law, the Committee may delegate to one or more officers or managers of the Company, Compaq or any Affiliate, or to a committee of such officers or managers, the authority, subject to such terms and limitations as the Committee shall determine, to grant Awards to, or to cancel, modify or waive rights with respect to, or to alter, discontinue, suspend, or terminate Awards held by, Employees who are not officers or directors of the Company for purposes of Section 16 of the Exchange Act, or any successor section thereto, or who are otherwise not subject to such Section.

(e)                                  Withholding.  A Participant may be required to pay to the Company, Compaq or any Affiliate and the Company, Compaq or any Affiliate shall have the right and is hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities, other Awards or other property) of any applicable withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such taxes.  A Participant may satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Award that number of Shares having a Fair Market Value equal to the amount required to be withheld.  The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose shall be made in such form and under such conditions as the Committee may deem necessary or advisable.  The Committee may provide for additional cash payments to holders of Awards to defray or offset any tax arising from the grant, vesting, exercise, or payments of any Award.

(f)                                    Award Agreement.  Each Award hereunder shall be evidenced by an Award Agreement that shall be delivered to the Participant and shall specify the terms and conditions of the Award and any rules applicable thereto.

(g)                                 No Limit on Other Compensation Arrangements.  Nothing contained in the Plan shall prevent the Company, Compaq or any Affiliate from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of options, restricted stock, Shares and other types of Awards provided for hereunder (subject to stockholder approval if such approval is required), and such arrangements may be either generally applicable or applicable only in specific cases.

(h)                                 No Right to Employment.  The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Company, Compaq or any Affiliate.  Further, the Company, Compaq or an Affiliate may at any time dismiss a Participant from employment, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Notice.

(i)                                     No Rights as Stockholder.  Subject to the provisions of the applicable Award, no Participant or holder or beneficiary of any Award shall have any rights as a stockholder with respect to any Shares to be distributed under the Plan until he or she has become the holder of such Shares.

(j)                                     Governing Law.  The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan and any Award Notice shall be determined in accordance with the laws of the State of Delaware.

(k)                                  Severability.  If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

(l)                                     Other Laws.  The Committee may refuse to issue or transfer any Shares or other consideration under an Award if, acting in its sole discretion, it determines that the issuance or transfer of such Shares or such other consideration might violate any applicable law or regulation or entitle the Company or Compaq to recover the same under Section 16(b) of the Exchange Act, and any payment tendered to the Company or Compaq by a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder, or beneficiary.  Without limiting the generality of the foregoing, no Award granted hereunder shall be construed as an offer to sell securities of the Company or Compaq, and no such offer shall be outstanding, unless and until the Committee in its sole discretion has determined that any such offer, if made, would be in compliance with all applicable requirements of the U.S. federal securities laws and any other laws to which such offer, if made, would be subject.

(m)                               No Trust or Fund Created.  Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company, Compaq or any Affiliate and a Participant or any other Person.  To the extent that any Person acquires a right to receive payments from the Company, Compaq or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company, Compaq or any Affiliate.

(n)                                 No Fractional Shares.  No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.

(o)                                 Headings.  Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference.  Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

SECTION 12.      Term of the Plan.

(a)                                  Effective Date.  The Plan shall be effective as of January 22, 1997, subject to approval by the stockholders of the Company within one year thereafter.

(b)                                 Expiration Date.  No Incentive Stock Option shall be granted under the Plan after January 22, 1997.  Unless otherwise expressly provided in the Plan or in an applicable Award Notice, any Award granted hereunder may, and the authority of the Board or the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under any such Award shall, continue after the authority for grant of new Awards hereunder has been exhausted.