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This excerpt taken from the HPQ DEF 14A filed Jan 27, 2010. Discretionary Adjustments Pursuant
to Section 162(m). Notwithstanding satisfaction of any
completion of any Qualifying Performance Criteria, to the extent specified at
the time of grant of an Award to covered employees within the meaning of Section
162(m) of the Code, the number of Shares, Options or other benefits granted,
issued, retainable and/or vested under an Award on account of satisfaction of
such Qualifying Performance Criteria may be reduced by the Committee on the
basis of such further considerations as the Committee in its sole discretion
shall determine.
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