Hewlett-Packard (HPQ)

4.     ADMINISTRATION OF THE PLAN.

(a)

Procedure.



(i)

Multiple Administrative Bodies.    The Plan may be administered by different Committees with respect to different groups of Participants.



(ii)

Section 162.    To the extent that the Administrator determines it to be desirable to qualify Awards granted hereunder as "performance-based compensation" within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more "outside directors" within the meaning of Section 162(m) of the Code.



(iii)

Rule 16-3.    To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3"), the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.



(iv)

Other Administration.    The Board may delegate to the Executive Committee of the Board (the "Executive Committee") the power to approve Awards to Participants who are not (A) subject to Section 16 of the Exchange Act or (B) at the time of such approval, "covered employees" under Section 162(m) of the Code.



(v)

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



(b)

Powers of the Administrator.    Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion:



(i)

to select the Participants to whom Awards may be granted hereunder;



(ii)

to determine the number of shares of Common Stock to be covered by each Award granted hereunder;



(iii)

to approve forms of agreement for use under the Plan;

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(iv)

to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when an Award may be exercised (which may or may not be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;



(v)

to suspend the right to exercise Awards during any blackout period that is necessary or desirable to comply with the requirements of Applicable Laws and to extend the Award exercise period for an equal period of time;



(vi)

to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;



(vii)

to adopt rules and procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Administrator is specifically authorized (A) to adopt the rules and procedures regarding the conversion of local currency, withholding procedures and handling of stock certificates which vary with local requirements, (B) to adopt sub-plans and Plan addenda as the Administrator deems desirable, to accommodate foreign tax laws, regulations and practice;



(viii)

to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans and Plan addenda;



(ix)

to modify or amend each Award, including the discretionary authority to extend the post-termination exercisability period of Options longer than is otherwise provided for in the Plan, provided, however, that any such amendment is subject to Section 15(c) of the Plan and may not impair any outstanding Award unless agreed to in writing by the Awardee;



(x)

to allow Awardees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued pursuant to 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 an Awardee to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable;



(xi)

to authorize conversion or substitution under the Plan of any or all outstanding stock options or outstanding stock appreciation rights held by service providers of an entity acquired by the Company (the "Conversion Options"). Any conversion or substitution shall be effective as of the close of the merger or acquisition. The Conversion Options may be Nonstatutory Stock Options or Incentive Stock Options, as determined by the Administrator; provided, however, that with respect to the conversion of stock appreciation rights in the acquired entity, the Conversion Options shall be Nonstatutory Stock Options. Unless otherwise determined by the Administrator at the time of conversion or substitution, all Conversion Options shall have the same terms and conditions as Options generally granted by the Company under the Plan;



(xii)

to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;



(xiii)

to make all other determinations deemed necessary or advisable for administering the Plan and any Award granted hereunder.

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(c)

Effect of Administrator's Decision.    The Administrator's decisions, determinations and interpretations shall be final and binding on all Awardees.

4.     ADMINISTRATION OF THE PLAN.

(a)

Procedure.








(i)

Multiple Administrative Bodies.    The Plan may be administered by different Committees with respect to different groups
of Participants.




(ii)

Section 162.    To the extent that the Administrator determines it to be desirable to
qualify Awards granted hereunder as "performance-based compensation" within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code.




(iii)

Rule 16-3.    To the extent desirable to qualify transactions hereunder as
exempt under Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3"), the transactions contemplated hereunder shall be structured to satisfy the requirements
for exemption under Rule 16b-3.




(iv)

Other Administration.    The Board may delegate to the Executive Committee of the Board (the
"Executive Committee") the power to approve Awards to Participants who are not (A) subject to Section 16 of the Exchange Act or (B) at the time of such approval, "covered
employees" under Section 162(m) of the Code.




(v)

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







(b)

Powers of the Administrator.    Subject to the provisions of the Plan, and in the case of a
Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion:








(i)

to
select the Participants to whom Awards may be granted hereunder;




(ii)

to
determine the number of shares of Common Stock to be covered by each Award granted hereunder;




(iii)

to
approve forms of agreement for use under the Plan;

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(iv)

to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but
are not limited to, the exercise price, the time or times when an Award may be exercised (which may or may not be based on performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;




(v)

to
suspend the right to exercise Awards during any blackout period that is necessary or desirable to comply with the requirements of Applicable Laws and to
extend the Award exercise period for an equal period of time;




(vi)

to
construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;




(vii)

to
adopt rules and procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and
procedures. Without limiting the generality of the foregoing, the Administrator is specifically authorized (A) to adopt the rules and procedures regarding the conversion of local currency,
withholding procedures and handling of stock certificates which vary with local requirements, (B) to adopt sub-plans and Plan addenda as the Administrator deems desirable, to
accommodate foreign tax laws, regulations and practice;




(viii)

to
prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans and Plan
addenda;




(ix)

to
modify or amend each Award, including the discretionary authority to extend the post-termination exercisability period of Options longer
than is otherwise provided for in the Plan, provided, however, that any such amendment is subject to Section 15(c) of the Plan and may not impair any outstanding Award unless agreed to in
writing by the Awardee;




(x)

to
allow Awardees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued pursuant to 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 an Awardee to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or
advisable;




(xi)

to
authorize conversion or substitution under the Plan of any or all outstanding stock options or outstanding stock appreciation rights held by service
providers of an entity acquired by the Company (the "Conversion Options"). Any conversion or substitution shall be effective as of the close of the merger or acquisition. The Conversion Options may be
Nonstatutory Stock Options or Incentive Stock Options, as determined by the Administrator; provided, however, that with respect to the conversion of stock appreciation rights in the acquired entity,
the Conversion Options shall be Nonstatutory Stock Options. Unless otherwise determined by the Administrator at the time of conversion or substitution, all Conversion Options shall have the same terms
and conditions as Options generally granted by the Company under the Plan;




(xii)

to
authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the
Administrator;




(xiii)

to
make all other determinations deemed necessary or advisable for administering the Plan and any Award granted hereunder.

4

(c)

Effect of Administrator's Decision.    The Administrator's decisions, determinations and
interpretations shall be final and binding on all Awardees.

4. ADMINISTRATION OF THE PLAN.

(a)           Procedure.

(i)            Multiple Administrative Bodies. The Plan may be administered by different Committees with respect to different groups of Participants.

(ii)           Section 162. To the extent that the Administrator determines it to be desirable to qualify Awards granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code.

(iii)          Rule 16-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3 promulgated under the Exchange Act (“Rule 16b-3”), the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.

3