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This excerpt taken from the HPQ DEF 14A filed Jan 27, 2010. Restrictions and
Performance Criteria. The grant, issuance, retention
and/or vesting of each Stock Award may be subject to such performance criteria
and level of achievement versus these criteria as the Administrator shall
determine, which criteria may be based on financial performance, personal
performance evaluations and/or completion of service by the Awardee.
Notwithstanding anything to the contrary herein, the performance criteria for
any Stock Award that is intended to satisfy the requirements for performance-based
compensation under Section 162(m) of the Code shall be established
by the Administrator based on one or more Qualifying Performance Criteria
selected by the Administrator and specified in writing not later than ninety
(90) days after the commencement of the period of service to which the
performance goals relates, provided that the outcome is substantially uncertain
at that time.
(c) |
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