Exhibit 10.1

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’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: HP 2004 Stock Incentive Plan

Program Type: Annual

Vesting Schedule:

 

Performance-Based Restricted Units

 

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, is entered into as follows:

 

WHEREAS, the continued participation of the Employee is considered by the Company to be important for the Company’s continued growth; and

 

WHEREAS, in order to give the Employee an incentive to continue in the employ of the Company (or its Affiliates or Subsidiaries) and to participate in the affairs of the Company, 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 performance-based restricted units representing hypothetical shares of the Company’s common stock (“PRUs”).  The

 

 

award amount stated above reflects the target number of PRUs that may be awarded to you (the “Target Amount”).  The number of PRUs awarded to you will be determined at the end of a three-year performance period.  Each PRU will be equal in value to one share of the Company’s $0.01 par value common stock (“Shares”), subject to the restrictions stated below and in accordance with the terms and conditions of the Plan named above, a copy of which can be found on the Stock Incentive Program website at the following address:  [URL]. A copy may also be obtained by written or telephonic request to the Company Secretary.

 

            THEREFORE, the parties agree as follows:

 

1.                Grant of Performance-based Restricted Units.

 

Subject to the terms and conditions of this Stock Notification and Award Agreement and of the Plan, the Company hereby grants to the Employee a PRU Award as set forth below.

 

2.                Performance Criteria.

 

The Employee can earn the PRUs based on the Company’s performance in (a) achieving annual goals related to cash flow, and (b) achieving a total shareholder return (“TSR”) over a three-year period (with such three-year period described as the Vesting Schedule above and hereafter referred to as the “Performance Period”).  The goals associated with this PRU Award are established by the Committee, and will be communicated by the Company annually via the following website:  [URL] . The amount of the PRU Award will range from 0% to 200% of the Target Amount as determined after the end of each Performance Period based upon the Company’s performance against the annual cash flow goals and three-year TSR as reviewed and approved by the Committee.  No PRUs are awarded if performance is below minimum levels.

 

3.                     Milestones, Credits, Application of Modifier.

 

(a)           Milestones and Credits.  The annual cash flow performance criteria associated with the PRU Award will be established by the Committee. A percentage of the Target Amount is determined annually based upon performance against goals that are reviewed and approved annually by the Committee and will be made available on the following website: [URL] .  No percentage of the Target Amount is credited if performance is below minimum levels.

 

As milestones are achieved, a portion of the Target Amount shall be credited in the Employee’s name.  The amounts credited for the relevant year in connection with the annual cash flow goal as a percentage of the Target Amount will be as follows: 0% if performance is below minimum level, 30% if performance is at minimum level and 150% if performance is at or above maximum level. For performance between the minimum level and the maximum level, a proportionate percentage between 30% and 150% will be applied based on relative performance between minimum and maximum.

 

The amount credited to the Employee is the “Conditional PRU Award”.

 

(b)          Modifier.  Following the completion of the Performance Period, the Conditional PRU Award will be adjusted by the TSR modifier to be determined by the Committee based on the performance criteria set forth below.  The modifier will be calculated as indicated below with respect to the Performance Period and will be made available on the following website, [URL] .  The modifier will be equal to zero if the minimum level is not met, resulting in no payout under this Stock Notification and Award Agreement, and the modifier cannot exceed 133%.   An Employee’s PRU Award (if any) shall equal the Conditional PRU Award multiplied by the TSR modifier, as approved by the Committee.

 

The TSR modifier will be as follows based on the Company’s three-year performance as compared to the three-year performance of the S&P 500 over the same period: 0% if performance is below the minimum level, 66% if performance is at the minimum level and 133% if performance is at or above the maximum level.  For performance between the minimum level and the maximum level, a proportionate TSR modifier between 66% and 133% will be applied based on relative performance between minimum and maximum.

 

4.                Payout of Performance-Based Restricted Units.

 

If the Committee determines that the goals described in Section 3 have been met and certifies the extent to which those goals have been met, and the terms and conditions set forth in this Stock Notification and Award Agreement are fulfilled, then the Employee’s PRU Award as determined under Section 3(b) shall no longer be restricted and HP Common Shares will be transferred to the Employee as soon as administratively practicable at

 

 

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the end of the Performance Period (or, if later, the distribution date elected pursuant to Section 14 below), in an amount equal to the number of PRUs earned pursuant to Section 3(b) above, net of applicable withholdings.

 

5.                Restrictions.

 

Except as otherwise provided for in this Stock Notification and Award Agreement, the PRUs or rights granted hereunder may not be sold, pledged or otherwise transferred until paid (if at all) in accordance with this Stock Notification and Award Agreement.

 

6.                Custody of Performance-Based Restricted Units.

 

The PRUs subject hereto shall be held in a restricted book entry account in the name of the Employee.  Upon completion of the Performance Period, Shares issued pursuant to Section 4 above shall be released into an unrestricted book entry account; provided, however, that a portion of such Shares shall be surrendered in payment of taxes in accordance with Section 16 below, unless the Company, in its sole discretion, establishes alternative procedures for the payment of such taxes.

 

7.                No Stockholder Rights.

 

PRUs represent hypothetical Shares.  Until Shares are issued to the Employee, the Employee shall not be entitled to any of the rights or benefits generally accorded to stockholders, including, without limitation, the receipt of dividends.

 

8.                Termination of Employment.

 

Except as set forth below, the Employee must remain in the employ of the Company on a continuous basis through the end of the relevant Performance Period in order to receive any amount of the PRU Award, subject to the terms and conditions of this Stock Notification and Award Agreement.

 

9.                Retirement of the Employee.

 

If the Employee termination is due to retirement in accordance with the applicable retirement policy, the Employee shall receive a pro rata amount of the PRU Award, payable at the end of the Performance Period.  For each year or part of a year that the employee works during the Performance Period, the amount credited towards the Conditional PRU Award will be determined by multiplying the amount credited at the end of the applicable year by a fraction equal to the number of whole months elapsed between the beginning of such year and the Employee’s retirement, divided by 12.  The resulting amount will be credited towards the Conditional PRU Award and adjusted by the TSR modifier.   The Company’s obligation to deliver the pro rata amount due under the PRU Award is subject to the following conditions:

 

(a)           During the portion of the Performance Period following termination of the Employee’s active employment, at the Company’s written request, the Employee shall render such advisory or consultative services as shall be reasonably specified by the Company, consistent with the Employee’s health and any other employment or other activities in which such Employee may be engaged;

 

(b)          The Employee shall have executed a current Agreement Regarding Confidential Information and Proprietary Developments (“ARCIPD”) that is satisfactory to the Company, and during the portion of the Performance Period following termination of the Employee’s active employment shall be in compliance with any-post employment restrictions in the ARCIPD and shall not engage in any conduct that creates a conflict of interest in the opinion of the Company.

 

10.          Total and Permanent Disability of the Employee.

 

In the event termination of employment is due to the total and permanent disability of the Employee, the Employee (or a legally designated guardian or representative if the Employee is legally incompetent) shall receive a pro rata amount of the PRU Award, payable at the end of the relevant Performance Period.  For each year or part of a year that the employee works during the Performance Period, the amount credited towards the Conditional PRU Award will be determined by multiplying the amount credited at the end of the applicable year by a fraction equal to the number of whole months worked by the Employee during such year, divided by 12.  The resulting amount will be credited towards the Conditional PRU Award and adjusted by the TSR modifier. The Company’s obligation to deliver the pro rata amount due under the PRU Award is subject to the following conditions:

 

(a)           During the portion of the Performance Period following termination of the Employee’s active employment, at the Company’s written request, the Employee shall render such advisory or consultative services as shall be reasonably specified by the Company, consistent with the Employee’s health and any other employment or other activities in which such Employee may be engaged;

 

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(b)          The Employee shall have executed a current ARCIPD that is satisfactory to the Company, and during the portion of the Performance Period following termination of the Employee’s active employment shall be in compliance with any-post employment restrictions in the ARCIPD and shall not engage in any conduct that creates a conflict of interest in the opinion of the Company.

 

11.          Death of the Employee.

 

In the event termination of employment is due to the Employee’s death, the Employee’s estate or designated beneficiary shall receive a pro rata amount of the PRU Award, payable at the end of the relevant Performance Period.  For each year or part of a year that the employee works during the Performance Period, the amount credited towards the Conditional PRU Award will be determined by multiplying the amount credited at the end of the applicable year by a fraction equal to the number of whole months elapsed between the beginning of such year and the Employee’s death, divided by 12.  The resulting amount will be credited towards the Conditional PRU Award and adjusted by the TSR modifier.

 

12.          Workforce Reduction.

 

Unless otherwise provided by the Committee, in the event the Employee is terminated under a workforce reduction program approved by the Board of Directors or its delegate(s), the Employee shall receive a pro rata amount of the PRU Award , payable at the end of the relevant Performance Period.  For each year or part of a year that the employee works during the Performance Period, the amount credited towards the Conditional PRU Award will be determined by multiplying the amount credited at the end of the applicable year by a fraction equal to the number of whole months elapsed between the beginning of such year and the Employee’s termination date due to workforce reduction, divided by 12.  The resulting amount will be credited towards the Conditional PRU Award and adjusted by the TSR modifier.

 

13.          Divestiture.

 

Unless otherwise provided by the Committee, in the event the Employee is terminated due to a divestiture, the Employee shall receive a pro rata amount of the PRU Award , payable at the end of the relevant Performance Period.  For each year or part of a year that the employee works during the Performance Period the amount credited towards the Conditional PRU Award will be determined by multiplying the amount credited at the end of the applicable year by a fraction equal to the number of whole months elapsed between the beginning of such year and the Employee’s termination date due to divestiture, divided by 12.  The resulting amount will be credited towards the Conditional PRU Award and adjusted by the TSR modifier.

 

14.          Deferral Election.

 

Certain Employees who are regular employees on a U.S. payroll of the Company or its Affiliates or Subsidiaries and who are eligible to participate in the Company’s Executive Deferred Compensation Plan may be permitted to elect to defer distribution of the Shares that are otherwise due at the end of the Performance Period by completing a prescribed deferral election form and returning it to the Company according to the instructions on the deferral election form.  The deferral election form will be distributed separately to the employees who are permitted to make a deferral election. If made, the deferral election is irrevocable by the Employee.  However, the deferred delivery of Shares may be accelerated under certain circumstances as set forth in the deferral election form.  Please note that deferring the distribution of Shares will have tax consequences for the Employee, and the Employee is strongly advised to consult with his or her personal tax advisor.

 

15.          Deferral of Compensation.

 

Payments made pursuant to this Plan and this Stock Notification and Award Agreement are intended to comply with or qualify for an exemption from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).  The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Stock Notification and Award Agreement to ensure that all PRU Awards are made in a manner that complies with Section 409A (including, without limitation, the avoidance of penalties thereunder), provided however, that the Company makes no representations that the PRU Awards will be exempt from any penalties that may apply under Section 409A and makes no undertaking to preclude Section 409A from applying to this PRU Award.

 

16.          Taxes.

 

(a)           The Employee shall be liable for any and all taxes, including withholding taxes and fringe benefit tax or such other taxes that the Employee’s employer (the “Employer”) is legally allowed or permitted to recover from the Employee, arising out of this grant or the issuance of Shares hereunder. In the event that the Company or the Employer is liable for taxes that are legally permitted to be recovered from the Employee or is required to withhold taxes as a result of the grant of PRUs or the issuance or subsequent sale of Shares acquired pursuant to such PRUs, the Employee shall surrender a sufficient number of whole Shares, make a cash payment or make adequate arrangements satisfactory to the Company and/or the Employer to withhold such taxes from the Employee’s wages or other cash compensation paid to the Employee by the Company

 

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                        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, taxes that are legally recoverable from the Employee (such as fringe benefit tax) and required social security contributions at the time the restrictions on the PRUs lapse. I f the Employee made a valid deferral election in accordance with Section 14 above, upon the subsequent issuance of Shares at the time so elected (with respect to any Shares deferred by the Employee in accordance with Section 14 above, the Company or the Employer shall limit any sale of Shares to the minimum number of Shares permitted to avoid a prohibited acceleration under Section 409A and the regulations thereunder, as amended from time to time) , unless the Company, in its sole discretion, has established alternative procedures for such payment.  The Employee will receive a cash refund for any fraction of a surrendered Share or Shares in excess of any required withholding taxes, taxes that are legally recoverable from the Employee (such as fringe benefit tax), and required social insurance contributions.  To the extent that any surrender of Shares or payment of cash or alternative procedure for such payment is insufficient, the Employee authorizes the Company, the Employer, its Affiliates and Subsidiaries, which are qualified to deduct tax at source, to deduct from the Employee’s compensation all applicable required withholding taxes, taxes that are legally recoverable from the Employee (such as fringe benefit tax) and social security contributions.  The Employee agrees to pay any amounts that cannot be satisfied from wages or other cash compensation, to the extent permitted by law.

 

(b)          Regardless of any action the Company or the Employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account, taxes that are legally recoverable from the Employee (such as fringe benefit tax) or other tax-related withholding (“Tax-Related Items”), the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by him is and remains the Employee’s responsibility and that the Company and or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of PRUs, including the grant of PRUs, subsequent issuance of Shares related to such PRUs and the subsequent sale of any Shares acquired pursuant to such PRUs; and (ii) do not commit to structure the terms or any aspect of this grant of PRUs to reduce or eliminate the Employee’s liability for Tax-Related Items.  The Employee shall pay the Company or the Employer any amount for Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Employee’s participation in the Plan or the Employee’s receipt of PRUs that cannot be satisfied by the means previously described.  The Company may refuse to deliver the benefit described in Section 4 if the Employee fails to comply with the Employee’s obligations in connection with the Tax-Related Items.

 

(c)           In accepting the PRU Award, the Employee consents and agrees that in the event the PRU Award 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 PRU Award.  Further, by accepting the PRU Award, 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 16.  The Employee further agrees to execute any other consents or elections required to accomplish the above, promptly upon request of the Company.

 

17.          Data Privacy Consent.

 

The Employee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Employee’s personal data as described in this document by and among, as applicable, the Employer, and the Company and its Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing the Employee’s participation in the Plan. 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 PRUs, options or any other entitlement to shares of stock awarded, canceled, purchased, exercised, vested, unvested or outstanding in the Employee’s favor for the 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.  The Employee understands that he 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 authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Employee’s participation in the Plan, including any requisite transfer of such Data, as may be required to a broker or other

 

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third party with whom the Employee may elect to deposit any Shares acquired under the Plan.  The Employee understands that Data will be held only as long as is necessary to implement, administer and manage participation in the Plan. The Employee understands that he may, at any time, view Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting the local human resources representative in writing. The Employee understands that refusing or withdrawing consent may affect the Employee’s ability to participate in the Plan.  For more information on the consequences of refusing to consent or withdrawing consent, the Employee understands that he may contact an HP local human resources representative.

 

18.          Plan Information.

 

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 10-K, 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.

 

In addition, the Employee agrees to receive information regarding cash flow goals and TSR, including the actual performance of cash flow and TSR from the following website: [URL]

 

19.          Acknowledgment and Waiver.

 

By accepting this grant of PRUs, 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 unless otherwise provided in the Plan or this Stock Notification and Award Agreement; (ii) the grant of PRUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Shares or PRUs, or benefits in lieu of Shares or PRUs, even if Shares or PRUs 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 with or without cause, 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)  PRUs, PRU grants and resulting benefits are an extraordinary item that is outside the scope of the Employee’s employment contract, if any; (vii) PRUs, PRU grants and 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, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law;  (viii) in the event that the Employee is not an employee of the Company, this grant of PRUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of PRUs will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate of the Company;  (ix) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (x) in consideration of this grant of PRUs, no claim or entitlement to compensation or damages shall arise from termination of this grant of PRUs or diminution in value of this grant of PRUs resulting from termination of the Employee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Employee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Stock Notification and Award Agreement, the Employee shall be deemed irrevocably to have waived any entitlement to pursue such claim; (xi) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary 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 the Employee’s active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of this grant of PRUs; and (xii) if the Company’s performance is below minimum levels as set forth in this Stock Notification and Award Agreement, no PRUs will be awarded and no Shares will be issued to the Employee.

 

20.          Additional Eligibility Requirements Permitted.

 

In addition to any other eligibility criteria provided for in the Plan, the Company may require, as a condition of receiving this Award, that some or all Awardees execute a separate document agreeing to the terms of a current

 

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ARCIPD in a form acceptable to the Company and/or that the Employee be in compliance with the ARCIPD throughout the entire Performance Period and through the date the PRU is to be awarded or paid..

 

21.          Miscellaneous.

 

(a)           The Company shall not be required to treat as owner of PRUs, and associated benefits hereunder, to any transferee to whom such PRUs or benefits shall have been so transferred in violation of any of the provisions of this Stock Notification and Award Agreement.

 

(b)          The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Stock Notification and Award Agreement.

 

(c)           Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon delivery to the Employee at his address then on file with the Company.

 

(d)          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 an Award properly granted under and pursuant to the Plan serves as any part of the consideration furnished to the Employee, including without limitation, any agreement that imposes restrictions during or after employment regarding confidential information and proprietary developments.  This Stock Notification and Award Agreement is governed by the laws of the state of Delaware.

 

(e)           The Company’s obligations under this Stock Notification and Award Agreement and the Employee’s agreement to the terms of an ARCIPD, if any, are mutually dependent.   In the event that the Employee’s ARCIPD is breached or found not to be binding upon the Employee for any reason by a court of law, then the Company will have no further obligation or duty to perform under the Plan or this Stock Notification and Award Agreement.

 

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

 

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(g)          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.

 

(h)          Any capitalized terms not defined herein shall have the same meaning they have in the Plan.

 

 

 

HEWLETT-PACKARD COMPANY

 

 

 

Mark V. Hurd

Chairman, CEO and President

 

 

 

Michael J. Holston

Executive Vice President, General Counsel and Secretary

 

 

RETAIN THIS STOCK NOTIFICATION AND AWARD AGREEMENT FOR YOUR RECORDS

 

Please refer to the Stock Incentive Program website at

 

[URL], as your primary source for information on your award, including:

 

·                   Your Stock Notification and Award Agreement (available to view and print for 6 months from the notification date)

 

·                   Your Stock Incentive Award Report

 

·                   Frequently Asked Questions on Performance-Based Restricted Unit awards

 

·                   Hewlett-Packard Company Plan Prospectus

 

·                   Information for Non-US Employees

 

·                   Applicable plan documents

 

Please refer to the following website at

 

[URL], as your primary source for information on your PRU award performance, including:

 

·                   Annual Cash Flow Goals

 

·                   TSR goals

 

·                   Actual Cash Flow and TSR performance

 

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.

 

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Exhibit 10.2

 

Agreement Regarding Confidential Information and Proprietary Developments

With Protective Covenants Relating to Post-Employment Activity

For Incumbent Employee Working in California

 

 

Name (Type or Print):

 

1.             Consideration and Relationship to Employment.   As a condition of my continued employment with Hewlett-Packard Company or one of its affiliates or subsidiaries (collectively, “HP”), and in consideration my eligibility for a grant of Performance-based Restricted Units under the Hewlett-Packard Company 2004 Stock Incentive Plan, I knowingly agree to restrictions provided for below that will apply during and after my employment by HP.  I understand, however, that nothing relating to this Agreement will be interpreted as a contract or commitment whereby HP is deemed to promise continuing employment for a specified duration.

 

2.             Confidential Information.   This Agreement concerns trade secrets, confidential business and technical information, and know-how not generally known to the public (hereinafter “Confidential Information”) which is acquired or produced by me in connection with my employment by HP.  Confidential Information may include, without limitation, information on HP organizations, staffing, finance, structure, information of employee performance, compensation of others, research and development, manufacturing and marketing, files, keys, certificates, passwords and other computer information, as well as information that HP receives from others under an obligation of confidentiality.  I agree:

 

a.             to use such information only in the performance of HP duties;

 

b.             to hold such information in confidence and trust; and

 

c.             to use all reasonable precautions to assure that such information is not disclosed to unauthorized persons or used in an unauthorized manner, both during and after my employment with HP.

 

I further agree that any organizational information or staffing information learned by me in connection with my employment by HP is the Confidential Information of HP, and I agree that I will not share such information with any recruiters or any other employers, either during or subsequent to my employment with HP; further, I agree that I will not use or permit use of such as a means to recruit or solicit other HP employees away from HP (either for myself or for others).

 

3.             Proprietary Developments.   This Agreement also concerns inventions and discoveries (whether or not patentable), designs, works of authorship, mask works, improvements, data, processes, computer programs and software (hereinafter called “Proprietary Developments”) that are conceived or made by me alone or with others while I am employed by HP and that relate to the research and development or the business of HP, or that result from work performed by me for HP, or that are developed, in whole or in part, using HP’s equipment, supplies, facilities or trade secrets information.  Such Proprietary Developments are the sole property of HP, and I hereby assign and transfer all rights in such Proprietary Developments to HP.  I also agree that any works of authorship created by me shall be deemed to be “works made for hire.”  I further agree for all Proprietary Developments:

 

 

a.             to disclose them promptly to HP;

 

b.             to sign any assignment document to formally perfect and confirm my assignment of title to HP;

 

c.             to assign any right of recovery for past damages to HP; and

 

d.             to execute any other documents deemed necessary by HP to obtain, record and perfect patent, copyright, mask works and/or trade secret protection in all countries, in HP’s name and at HP’s expense.

 

I understand that HP may delegate these rights.  I agree that, if requested, my disclosure, assignment, execution and cooperation duties will be provided to the entity designated by HP.

 

In compliance with prevailing provisions of relevant state statutes,* this Agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) to the business of the employer  or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer.

 

4.             Respect for Rights of Former Employers.   I agree to honor any valid disclosure or use restrictions on information or intellectual property known to me and received from any former employers or any other parties prior to my employment by HP.  I agree that without prior written consent of such former employers or other parties, I will not knowingly use any such information in connection with my HP work or work product, and I will not bring onto the premises of HP any such information in whatever tangible or readable form.

 

5.             Work Product.   The product of all work performed by me during and within the scope of my HP employment including, without limitation, any files, presentations, reports, documents, drawings, computer programs, devices and models, will be the sole property of HP.  I understand that HP has the sole right to use, sell, license, publish or otherwise disseminate or transfer rights in such work product.

 

6.             HP Property.   I will not remove any HP property from HP premises without HP’s permission.  Upon termination of my employment with HP, I will return all HP property to HP unless HP’s written permission to keep it is obtained.

 

7.             Protective Covenants.   I acknowledge that a simple agreement not to disclose or use HP’s Confidential Information or Proprietary Developments after my employment by HP ends would be inadequate, standing alone, to protect HP’s legitimate business interests because some activities by a former employee who had held a position like mine would, by their nature, compromise such Confidential Information and Proprietary Developments as well as the goodwill and customer relationships that HP will pay me to develop for the company during my employment by HP.  I recognize that activities that violate HP’s rights in this regard, whether or not intentional, are often undetectable by HP until it is too late to obtain any effective remedy, and that such activities will cause irreparable injury to HP.  To prevent this kind of irreparable harm, I agree that for a period of twelve months following the termination of my employment with HP, I will abide by the following Protective Covenants:

 

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(a)           No Conflicting Business Activities.   I will not provide services to a Competitor in any role or position (as an employee, consultant, or otherwise) that would involve Conflicting Business Activities (but while I remain a resident of California and subject to the laws of California, the restriction in this clause (paragraph 7, subpart (a)) will apply only to Conflicting Business Activities that result in unauthorized use or disclosure of HP’s Confidential Information);

 

(b)           No Solicitation of Customers.   I will not (in person or through assistance to others) knowingly participate in soliciting or communicating with any customer of HP in pursuit of a Competing Line of Business if I either had business-related contact with that customer or received Confidential Information about that customer in the last two years of my employment at HP (but while I remain a resident of California and subject to the laws of California, the restriction in this clause (paragraph 7, subpart (b)) will apply only to solicitations or communications made with the unauthorized assistance of HP’s Confidential Information);

 

(c)           No Solicitation of HP Employees.   I will not (in person or through assistance to others) knowingly participate in soliciting or communicating with an HP Employee for the purpose of persuading or helping the HP Employee to end or reduce his or her employment relationship with HP if I either worked with that HP Employee or received Confidential Information about that HP Employee in the last two years of my employment with HP; and

 

(d)           No Solicitation of HP Suppliers.   I will not (in person or through assistance to others) knowingly participate in soliciting or communicating with an HP Supplier for the purpose of persuading or helping the HP Supplier to end or modify to HP’s detriment an existing business relationship with HP if I either worked with that HP Supplier or received Confidential Information about that HP Supplier in the last two years of my employment with HP.

 

As used here, “Competitor” means an individual, corporation, other business entity or separately operated business unit of an entity that engages in a Competing Line of Business. “Competing Line of Business” means a business that involves a product or service offered by anyone other than HP that would replace or compete with any product or service offered or to be offered by HP with which I had material involvement while employed by HP (unless HP and its subsidiaries are no longer engaged in or planning to engage in that line of business). “Conflicting Business Activities” means job duties or other business-related activities in the United States or in any other country where the HP business units in which I work do business, or management or supervision of such job duties or business-related activities,  if such job duties or business-related activities are the same as or similar to the job duties or business-related activities in which I participate or as to which I receive Confidential Information in the last two years of my employment with HP.  “HP Employee” means an individual employed by or retained as a consultant to HP or its subsidiaries. “HP Supplier” means an individual, corporation, other business entity or separately operated business unit of an entity that regularly provides goods or services to HP or its subsidiaries, including without limitation any OEM, ODM or subcontractor.

 

8.             Enforcement.   I make these agreements to avoid any future dispute between myself and HP regarding specific restrictions on my post-employment conduct that will be reasonable, necessary and enforceable to protect HP’s Confidential Information and Proprietary Developments and other legitimate business interests.  The Protective Covenants are ancillary to the other terms of this Agreement and my employment relationship with HP.  This Agreement

 

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benefits both me and HP because, among other things, it provides finality and predictability for both me and the company regarding enforceable boundaries on my future conduct.  Accordingly, I agree that this Agreement and the restrictions in it should be enforced under common law rules favoring the enforcement of such agreements.  For these reasons, I agree that I will not pursue any legal action to set aside or avoid application of the Protective Covenants.

 

9.             Notice of Post-Employment Activities.   I f I accept a position with a Competitor at any time within twelve months following termination of my employment with HP, I will promptly give written notice to the senior Human Resources manager for the HP business sector in which I worked, with a copy to HP’s General Counsel, and will provide HP with the information it needs about my new position to determine whether such position would likely lead to a violation of this Agreement (except that I need not provide any information that would include the Competitor’s trade secrets).

 

10.           Relief; Extension. I understand that if I violate this Agreement (particularly the Protective Covenants), HP will be entitled to injunctive relief by temporary restraining order, temporary injunction, and/or permanent injunction and any other legal and equitable relief allowed by law.  Injunctive relief will not exclude other remedies that might apply.  If I am found to have violated any restrictions in the Protective Covenants, then the time period for such restrictions will be extended by one day for each day that I am found to have violated them, up to a maximum extension equal to the time period originally prescribed for the restrictions.

 

11.           Severability; Authority for Revision.   The provisions of this Agreement will be separately construed.  If any provision contained in this Agreement is determined to be void, illegal or unenforceable, in whole or in part, then the other provisions contained herein will remain in full force and effect as if the provision so determined had not been contained herein.  If the restrictions provided in this Agreement are deemed unenforceable as written, the parties expressly authorize the court to revise, delete, or add to such restrictions to the extent necessary to enforce the intent of the parties and to provide HP’s goodwill, Confidential Information, Proprietary Developments and other business interests with effective protection.  The title and paragraph headings in this Agreement are provided for convenience of reference only, and shall not be considered in determining its meaning, intent or applicability. This agreement will inure to the benefit of the parties’ heirs, successors and assigns.

 

12.           Governing Law.   This Agreement will be governed by the laws of the state in which I reside at the time of its enforcement.

 

 

Signature:
Date:

 

*Including:  California Labor Code Section 2870;  Delaware Code Title 19 Section 805;  Illinois 765ILCS1060/1-3, “Employees Patent Act”;  Kansas Statutes Section 44-130; Minnesota Statutes 13A Section 181.78;  North Carolina General Statutes Article 10A, Chapter 66, Commerce and Business, Section 66-57.1;  Utah Code Sections 34-39-l through 34-39-3, “Employment Inventions Act”; Washington Rev. Code, Title 49 RCW:  Labor Regulations, Chapter 49.44.140.

 

ARCIPD IE-CA 011108

 

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