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These excerpts taken from the HPQ 10-K filed Dec 18, 2008. 2. DEFINITIONS. As used herein, the following definitions shall apply:
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2 2. DEFINITIONS. As used herein, the following definitions shall apply:
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2 This excerpt taken from the HPQ 10-Q filed Jun 8, 2007. 2. DEFINITIONS.
As used herein, the following definitions shall apply:
(a) “Administrator” means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan.
(b) “Affiliate” means any entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant ownership interest as determined by the Administrator.
(c) “Applicable Laws” means the requirements relating to the administration of stock option plans under U.S. federal and state laws, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign jurisdiction where Awards are, or will be, granted under the Plan.
(d) “Award” means a Cash Award, Stock Award, or Option granted in accordance with the terms of the Plan.
(e) “Awardee” means the holder of an outstanding Award.
(f) “Award Agreement” means a written or electronic agreement between the Company and an Awardee evidencing the terms and conditions of an individual Award. The Award Agreement is subject to the terms and conditions of the Plan.
(g) “Board” means the Board of Directors of the Company.
(h) “Cash Awards” means cash awards granted pursuant to Section 12 of the Plan.
(i) “Code” means the United States Internal Revenue Code of 1986, as amended.
(j) “Committee” means a committee of Directors appointed by the Board in accordance with Section 4 of the Plan.
(k) “Common Stock” means the common stock of the Company.
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(l) “Company” means Hewlett-Packard Company, a Delaware corporation.
(m) “Consultant” means any person, including an advisor, engaged by the Company or a Subsidiary to render services to such entity or any person who is an advisor, director or consultant of an Affiliate.
(n) “Director” means a member of the Board.
(o) “Employee” means a regular employee of the Company, any Subsidiary or any Affiliate, including Officers and Directors, who is treated as an employee in the personnel records of the Company or its Subsidiary for the relevant period, but shall exclude individuals who are classified by the Company or its Subsidiary as (A) leased from or otherwise employed by a third party; (B) independent contractors; or (C) intermittent or temporary, even if any such classification is changed retroactively as a result of an audit, litigation or otherwise. An Awardee shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or its Subsidiary or (ii) transfers between locations of the Company or between the Company, any Subsidiary, or any successor. Should an Awardee transfer from the Company to Agilent Technologies, Inc. prior to the Distribution Date (as defined in Section 1.20 of the Employees Matter Agreement between Agilent Technologies, Inc. and the Company), the Awardee will cease to be an Employee at the time of such transfer. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.
(p) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(q) “Fair Market Value” means, unless the Administrator deems otherwise, as of any date, the closing sales price for such Common Stock as of such date (or if no sales were reported on such date, the closing sales price on the last preceding day on which a sale was made) as reported in such source as the Administrator deems reliable.
(r) “Grant Date” means the date selected by the Administrator, from time to time, upon which Awards are granted to Participants pursuant to this Plan.
(s) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.
(t) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.
(u) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.
(v) “Option” means a stock option granted pursuant to the Plan. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options.
(w) “Participant” means an Employee, Director or Consultant.
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(x) “Plan” means this 2000 Stock Plan.
(y) “Restricted Stock” means shares of Common Stock acquired pursuant to a grant of a Stock Award under Section 11 of the Plan.
(z) “Share” means a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan.
(aa) “Stock Awards” means right to purchase or receive Common Stock pursuant to Section 11 of the Plan.
(bb) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.
This excerpt taken from the HPQ 8-K filed Sep 21, 2006. ARTICLE I: DEFINITIONS Wherever used herein the following terms shall have the meanings hereinafter set forth: “Account” means a bookkeeping account established by HP for (i) each Participant electing to defer Eligible Income under the Plan, and (ii) each Rollover Participant. “Actual Pay” means “Covered Compensation” as defined in the 2000 restatement of the Hewlett-Packard Company 401(k) Plan, and “Eligible Pay” as to be defined in the 2006 restatement of the Hewlett-Packard Company 401(k) Plan, as each is amended from time to time, without giving effect to the Code section 401(a)(17) limitation set forth in each definition and the exclusion of pay deferred under this Plan. “Affiliate” means any corporation or other entity that is treated as a single employer with HP under Code section 414. “Annual Rate of Pay” means the annual rate of pay, which is the sum of an employee’s base pay and targeted incentive amount, as reflected in the compensation data in GHRMS, which is the global database for human resources information, and as adjusted for such employee’s employment status, including part-time status. “Annual Retainer” means the “Cash Payment” portion of the Annual Retainer as defined in the Hewlett-Packard Company 1997 Director Stock Plan, as amended from time to time. “Beneficiary” means the person or persons or trust designated by a Participant to receive any amounts payable under the Plan in the event of the Participant’s death. HP has established procedures governing the form and manner in which a Participant may designate a Beneficiary (the “2004 Procedures”). Only a Beneficiary designation submitted in accordance with the 2004 Procedures and that is received by HP before the death of the Participant shall be a valid Beneficiary designation. If there is no valid Beneficiary designation in effect upon the death of a Participant, any remaining Account balance shall be paid in the following order: (i) to that person’s spouse; (ii) if no spouse is living at the time of such payment, then to that person’s living children, in equal shares; (iii) if neither a spouse nor children
are living, then to that person’s living parents, in equal shares; (iv) if neither spouse, nor children, nor parents are living, then to that person’s living brothers and sisters, in equal shares; and (v) if none of the individuals described in (i) through (iv) are living, to that person’s estate. A person’s domestic partner shall be considered a person’s spouse for purposes of this paragraph. HP shall determine a person’s status as a domestic partner in a uniform and nondiscriminatory manner. “Bonus Eligible Employee” means an individual who is an Employee on November 1 preceding the Plan Year within which deferrals are to be made (i) whose job position has a title of Director (or whose job function is, in the sole and absolute discretion of HP, equivalent to a “Director” position) or above, and (ii) whose Annual Rate of Pay is equal to or greater than the dollar limit for highly compensated employees as defined in Section 414(q)(1)(B)(i) of the Code plus $30,000. “Code” means the Internal Revenue Code of 1986, as amended. “Code Section 401(a)(17) Limit” means the amount specified under Code section 401(a)(17) in effect on January 1 of the Plan Year. “Committee” means the HR and Compensation Committee of HP’s Board of Directors. “CPB Plan” means the Hewlett-Packard Company Performance Bonus Plan, as amended from time to time. “Deferral Form” means a written or electronic form provided by HP pursuant to which an Eligible Employee or Outside Director may elect to defer amounts under the Plan. “Director” means the title for an employee who has a job grade of E4 or S4 and above. “EBP” means the Hewlett-Packard Company Excess Benefit Retirement Plan, as amended from time to time. “Eligible Employee” means an individual who is (i) a Bonus Eligible Employee, (ii) a Match Eligible Employee (for Plan Years after 2005), (iii) an Employee whose Annual Rate of Pay, as of the first day of November preceding the Plan Year within which the deferral is to be made, exceeds the Code Section 401(a)(17) Limit for the Plan Year in which the deferral is to be made, or (iv) a combination or all of the foregoing. An individual’s status as an Eligible Employee shall be determined by HP in its sole discretion. Effective October 1, 2006 and solely for purposes of the October 2006 special enrollment period for Employees who participate in the 2004 and 2005 (Spring) Long-Term Performance Cash Programs and are otherwise eligible to participate in this Plan, the date to determine enrollment eligibility shall be September 15, 2006 rather than November 1, 2006. “Eligible Income” means Actual Pay, Annual Retainer and Incentive Awards. “Employee” means an individual who is a regular employee on the U.S. payroll of HP or its Affiliates, other than a temporary or intermittent employee. The term “Employee” shall not include a person hired as an independent contractor, leased employee, consultant, or a person otherwise designated by HP or an Affiliate as not eligible to participate in the Plan, even if such person is determined to be an “employee” of HP or an Affiliate by any governmental or judicial authority. 2
“EPfR Plan” means the Hewlett-Packard Company Executive Pay-for-Results Plan, as amended from time to time. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “HP” means Hewlett-Packard Company or any successor corporation or other entity. “HP Matching Contributions” means the matching contributions as defined in Section 4.1. “Incentive Award” means an amount payable to an Eligible Employee under a cash bonus or incentive compensation plan of HP or an Affiliate that the Committee has deemed eligible for deferral, including bonuses paid under the EPfR Plan, the PfR Plan, the CPB Plan, the Hewlett-Packard Financial Services Incentive Compensation Plan and the Shoreline Investment Management Company Performance Incentive Plan. “Investment Options” means the investment options, as determined from time to time by HP, used to credit earnings, gains and losses on Account balances. “Key Employee” means an Employee treated as a “specified employee” under Code section 409A(a)(2)(B)(i), i.e., a key employee (as defined in Code section 416(i) without regard to paragraph (5) thereof) of a corporation the stock of which is publicly traded on an established securities market or otherwise. HP shall determine which Employees will be deemed a Key Employee for purposes of this Plan during a Plan Year based on the twelve-month period ending on the September 30 prior to the Plan Year. “Match Eligible Employee” means an individual (i) who is eligible for the six percent (6%) match under the Hewlett-Packard Company 401(k) Plan, and (ii) whose Annual Rate of Pay, as of the first day of November preceding the Plan Year within which the deferral is to be made, exceeds the Code Section 401(a)(17) Limit for such Plan Year. “Outside Director” means an individual who is a member of HP’s Board of Directors and not an Employee of HP. “Participant” means an Eligible Employee or Outside Director who elects or has elected to defer amounts under the Plan. “PfR Plan” means the Hewlett-Packard Company Pay-for-Results Short-Term Bonus Plan, as amended from time to time. “Plan” means this Hewlett-Packard Company 2005 Executive Deferred Compensation Plan, as set forth herein and as amended from time to time. “Plan Committee” means the committee in which the Committee delegates certain authority to act on various compensation and benefit matters. “Plan Year” means January 1 through December 31. “Retirement Date” means the date on which a Participant has completed at least 15 years of service, as measured from such Participant’s last hire date, and has attained age 55. 3
“Rollover Participant” means an individual with an Account in the Plan transferred from either (i) a Rollover Plan in accordance with the provisions of Article IX or (ii) the EBP. The term Rollover Participant may also refer to an individual who has previously been a Participant in the Plan, or an existing Participant at the time of transfer. “Rollover Plan” means either (1) a nonqualified deferred compensation plan of a business entity acquired by HP or an Affiliate through acquisition of a majority of the voting interest in, or substantially all of the assets of, such entity, or (2) any plan or program of HP or an Affiliate pursuant to the termination of which an Account is established for a Participant or Rollover Participant. “Termination Date” means the date on which the Participant experiences a “separation from service” as defined under Code section 409A. “Termination of Employment” or “Terminates Employment” means a “separation from service” with HP and its Affiliates as defined under Code section 409A. This excerpt taken from the HPQ 8-K filed Nov 23, 2005. XII. Definitions“Annual Retainer” shall mean the amount to which a Non-Employee Director will be entitled to receive for serving as a director in a relevant Plan Year, but shall not include reimbursement for expenses, fees associated with service on any committee of the Board or fees with respect to any other services to be provided to HP. “Fair Market Value” shall be the mean of the highest and lowest quoted selling prices for the Common Stock as reported on the New York Stock Exchange Composite Tape on the date in question, or if no sales of such stock were made
on that date, the mean of the highest and lowest prices of the Common Stock on the next preceding day on which sales were made.
“Plan Year” shall mean the year beginning the day after HP’s annual meeting and ending on the day of HP’s next annual meeting, as the case may be, for any relevant year.
This excerpt taken from the HPQ 10-Q filed Jun 8, 2005. XII. Definitions "Annual Retainer" shall mean the amount to which a Non-Employee Director will be entitled to receive for serving as a director in a relevant Plan Year, but shall not include reimbursement for expenses, fees associated with service on any committee of the Board or fees with respect to any other services to be provided to the Company. "Fair Market Value" shall be the mean of the highest and lowest quoted selling prices for the Common Stock as reported on the New York Stock Exchange Composite Tape on the date in question, or if no sales of such stock were made on that date, the mean of the highest and lowest prices of the Common Stock on the next preceding day on which sales were made. "Plan Year" shall mean the year beginning the day after the Company's annual meeting and ending on the day of the Company's next annual meeting, as the case may be, for any relevant year. This excerpt taken from the HPQ 8-K filed Mar 22, 2005. DEFINITIONS
Wherever used herein the following terms shall have the meanings hereinafter set forth:
“Account” means a bookkeeping account established by the Company for each Participant electing to defer Eligible Income under the Plan.
“Affiliate” means any corporation or other entity that is treated as a single employer with the Company under Code section 414.
“Base Pay” means an Employee’s annual base cash compensation and payments under any disability program sponsored by the Company and paid through the Company payroll, excluding commissions, overtime pay, Incentive Awards or other bonuses, shift differential, payments under any disability program that is not paid through the Company payroll, or any other additional compensation.
“Beneficiary” means the person or persons or trust designated by a Participant to receive any amounts payable under the Plan in the event of the Participant’s death. The Company has established procedures governing the form and manner in which a Participant may designate a Beneficiary (the “2004 Procedures”). Only a Beneficiary designation submitted in accordance with the 2004 Procedures shall be a valid Beneficiary designation. Notwithstanding the foregoing, if any payment due a person remains unpaid at his death, the payment will be made to (i) that person’s spouse; (ii) if no spouse is living at the time of such payment, then his living
children, in equal shares; (iii) if neither a spouse nor children are living, then his living parents, in equal shares; (iv) if neither spouse, nor children, nor parents are living, then his living brothers and sisters, in equal shares; and (v) if none of the individuals described in (i) through (iv) are living, to his estate. A person’s domestic partner shall be considered a person’s spouse for purposes of this paragraph. The Company shall determine a person’s status as a domestic partner in a uniform and nondiscriminatory manner.
“Code” means the Internal Revenue Code of 1986, as amended.
“Committee” means the HR and Compensation Committee of the Company’s Board of Directors, its delegate(s) or such other committee as may be appointed by the Board of Directors from time to time.
“Company” means Hewlett-Packard Company or any successor corporation or other entity.
“CPB Plan” means the Hewlett-Packard Company Performance Bonus Plan, as amended from time to time.
“Deferral Form” means a written or electronic form provided by the Company pursuant to which an Eligible Employee may elect to defer amounts under the Plan.
“Director” means the title for an employee who has a job grade of E4 or S4 and above.
“Eligible Employee” means an individual who is an Employee on November 1 preceding the calendar years within which deferrals are to be made and whose job position has a title of Director (or whose job function is, in the sole and absolute discretion of the Company, equivalent to a “Director” position) or above.
“Eligible Income” means Base Pay and Incentive Awards.
“Employee” means an individual who is a regular employee on the U.S. payroll of the Company or its Affiliates, other than a temporary or intermittent employee. The term “Employee” shall not include a person hired as an independent contractor, leased employee, consultant, or a person otherwise designated by the Company or an Affiliate as not eligible to participate in the Plan, even if such person is determined to be an “employee” of the Company or an Affiliate by any governmental or judicial authority.
“EPfR Plan” means the Hewlett-Packard Company Executive Pay-for-Results Plan, as amended from time-to-time.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“H1 Bonus” means a bonus arising from the performance period defined by the first half of the Company’s fiscal year (November 1 through April 30), as defined in the EPfR Plan, PfR
2 Plan and the CPB Plan. The term “H1 Bonus” also relates to any other bonus payable to a Participant under a Company approved variable pay plan, which is intended to be an alternative variable pay plan to the EPfR Plan, PfR Plan and CPB Plan and that is on the same cycle as such plans, i.e., with a performance period defined by the first half of the Company’s fiscal year (November 1 through April 30).
“H2 Bonus” means a bonus arising from the performance period defined by the second half of the Company’s fiscal year (May 1 through October 31), as defined in the EPfR Plan, PfR Plan and CPB Plan. The term “H2 Bonus” also relates to any other bonus payable to a Participant under a Company approved variable pay plan, which is intended to be an alternative variable pay plan to the EPfR Plan, PfR Plan and CPB Plan and that is on the same cycle as such plans, i.e., with a performance period defined by the second half of the Company’s fiscal year (May 1 through October 31).
“Incentive Award” means an amount payable to an Eligible Employee under a cash bonus or incentive compensation plan of the Company or an Affiliate that the Committee has deemed eligible for deferral, including H1 and H2 Bonuses.
“Investment Options” means the investment options, as determined from time to time by the Company, used to credit earnings, gains and losses on Account balances.
“Key Employee” means an Employee treated as a “specified employee” under Code section 409A(a)(2)(B)(i), i.e., a key employee (as defined in Code section 416(i) without regard to paragraph (5) thereof) of a corporation any stock in which is publicly traded on an established securities market or otherwise. Notwithstanding the foregoing, the Committee has the discretion to define “Key Employee” as a group larger than the requirements of Code section 416(i), as long of such group includes the employees defined in Code section 416(i).
“Participant” means an Eligible Employee who elects or has elected to defer amounts under the Plan.
“PfR Plan” means the Hewlett-Packard Company Pay-for-Results Short-Term Bonus Plan, as amended from time to time.
“Plan” means this Hewlett-Packard Company 2005 Executive Deferred Compensation Plan, as set forth herein and as amended from time to time.
“Plan Year” means January 1 through December 31.
“Retirement Date” means the date on which a Participant has completed at least 15 years of service and has attained age 55, or as the Company otherwise determines in its discretion.
“Rollover Participant” means an individual with an Account in the Plan transferred from a Rollover Plan in accordance with the provisions of Article VIII. The term Rollover Participant may also refer to an individual who has previously been a Participant in the Plan, or an existing Participant at the time of transfer.
3 “Rollover Plan” means either (1) a nonqualified deferred compensation plan of a business entity acquired by the Company or an Affiliate through acquisition of a majority of the voting interest in, or substantially all of the assets of, such entity, or (2) any plan or program of the Company or an Affiliate pursuant to the termination of which an Account is established for a Participant or Rollover Participant.
“Termination of Employment” or “Terminates Employment” means the cessation of an Employee’s employment with the Company and its Affiliates.
This excerpt taken from the HPQ 10-K filed Jan 14, 2005. XII. Definitions "Annual Retainer" shall mean the amount to which a Non-Employee Director will be entitled to receive for serving as a director in a relevant Plan Year, but shall not include reimbursement for expenses, fees associated with service on any committee of the Board or fees with respect to any other services to be provided to the Company. "Fair Market Value" shall be the mean of the highest and lowest quoted selling prices for the Common Stock as reported on the New York Stock Exchange Composite Tape on the date in question, or if no sales of such stock were made on that date, the mean of the highest and lowest prices of the Common Stock on the next preceding day on which sales were made. "Plan Year" shall mean the year beginning the day after the Company's annual meeting and ending on the day of the Company's next annual meeting, as the case may be, for any relevant year. | EXCERPTS ON THIS PAGE:
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