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This excerpt taken from the HPQ DEF 14A filed Jan 27, 2010. Number of Shares Subject to
Director Option Award. The number of shares to be
subject to any Director Option Award shall be an amount necessary to make such
option equal in value, using a modified Black-Scholes option valuation model,
to that portion of the Annual Equity Retainer that the Non-Employee Director
elected to receive in the form of an option. The value of the option will be
calculated by assuming that the value of an option to purchase one share of
Common Stock equals the product of (i) a fraction determined by dividing 1 by
the Multiplier, as defined below, and (ii) the Fair Market Value of a share of
Common Stock on the Director Grant Date.
The number of shares represented by a Director Option Award shall be determined by multiplying the number of shares determined above by a multiplier determined using a modified Black-Scholes option valuation method (the “Multiplier”). The Board or the Committee shall determine the Multiplier prior to the beginning of the Director Plan Year by considering the following factors: (i) the Fair Market Value of the Common Stock on the date the Multiplier is determined; (ii) the average length of time that Company stock options are held by optionees prior to exercise; (iii) the risk-free rate of return based on the term determined in (ii) above and U.S. government securities rates; (iv) the annual dividend yield for the Common Stock; and (v) the volatility of the Common Stock over the previous ten-year period. The number of shares to be subject to the option shall be rounded up to the largest number of whole shares determined as follows:
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