Hewlett-Packard (HPQ)

6.     LIMITATIONS.

(a)

Each Option shall be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Awardee during any calendar year (under all plans of the Company and any Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.



(b)

For purposes of Incentive Stock Options, no leave of absence may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 91st day of such leave an Awardee's employment with the Company shall be deemed terminated for Incentive Stock Option purposes and any Incentive Stock Option held by the Awardee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option three (3) months thereafter.



(c)

No Participant shall have any claim or right to be granted an Award and the grant of any Award shall not be construed as giving a Participant the right to continue in the employ of the Company, its Subsidiaries or Affiliates. Further, the Company, its Subsidiaries and Affiliates expressly reserve the right, at any time, to dismiss a Participant at any time without liability or any claim under the Plan, except as provided herein or in any Award Agreement entered into hereunder.



(d)

The following limitations shall apply to grants of Awards:



(i)

No Participant shall be granted, in any fiscal year of the Company, Options to purchase more than 10,000,000 Shares.



(ii)

In connection with his or her initial service, a Participant may be granted Options to purchase up to an additional 10,000,000 Shares which shall not count against the limit set forth in subsection (i) above.



(iii)

If an Option is cancelled in the same fiscal year of the Company in which it was granted (other than in connection with a transaction described in Section 14), the cancelled Option will be counted against the limits set forth in subsections (i) and (ii) above.



(iv)

The maximum aggregate number of Shares underlying Stock Awards that may be granted under this Plan is twenty million (20,000,000) Shares.



(v)

The maximum aggregate number of Shares underlying Non-Statutory Stock Options with an exercise price of less than Fair Market Value on the Grant Date that may be granted under Section 9(a)(ii) of this Plan is thirty million (30,000,000) Shares.



(vi)

The foregoing limitations shall be adjusted proportionately in connection with any change in the Company's capitalization as described in Section 14.

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6.     LIMITATIONS.

(a)

Each
Option shall be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such
designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Awardee during any calendar year
(under all plans of the Company and any Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options
shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.




(b)

For
purposes of Incentive Stock Options, no leave of absence may exceed ninety (90) days, unless reemployment upon expiration of such leave is
guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 91st day of such leave an Awardee's employment with
the Company shall be deemed terminated for Incentive Stock Option purposes and any Incentive Stock Option held by the Awardee shall cease to be treated as an Incentive Stock Option and shall be
treated for tax purposes as a Nonstatutory Stock Option three (3) months thereafter.




(c)

No
Participant shall have any claim or right to be granted an Award and the grant of any Award shall not be construed as giving a Participant the right to
continue in the employ of the Company, its Subsidiaries or Affiliates. Further, the Company, its Subsidiaries and Affiliates expressly reserve the right, at any time, to dismiss a Participant at any
time without liability or any claim under the Plan, except as provided herein or in any Award Agreement entered into hereunder.




(d)

The
following limitations shall apply to grants of Awards:








(i)

No
Participant shall be granted, in any fiscal year of the Company, Options to purchase more than 10,000,000 Shares.




(ii)

In
connection with his or her initial service, a Participant may be granted Options to purchase up to an additional 10,000,000 Shares which shall not count
against the limit set forth in subsection (i) above.




(iii)

If
an Option is cancelled in the same fiscal year of the Company in which it was granted (other than in connection with a transaction described in
Section 14), the cancelled Option will be counted against the limits set forth in subsections (i) and (ii) above.




(iv)

The
maximum aggregate number of Shares underlying Stock Awards that may be granted under this Plan is twenty million (20,000,000) Shares.




(v)

The
maximum aggregate number of Shares underlying Non-Statutory Stock Options with an exercise price of less than Fair Market Value on the Grant
Date that may be granted under Section 9(a)(ii) of this Plan is thirty million (30,000,000) Shares.




(vi)

The
foregoing limitations shall be adjusted proportionately in connection with any change in the Company's capitalization as described in
Section 14.

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6. LIMITATIONS.

(a)           Each Option shall be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Awardee during any calendar year (under all plans of the Company and any Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the

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