COMPAQ COMPUTER CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, made this ____ day of ____________, 19__, in Houston, Texas between
COMPAQ COMPUTER CORPORATION, a Delaware corporation (hereinafter called the “Company”), and
________________________________ (hereinafter called “Optionee”):
R E C I T A L S:
The Company has adopted the Compaq Computer Corporation 1985 Stock Option Plan (the “Plan”),
which Plan is incorporated herein by reference and made a part of this Agreement.
The Company has determined that it would be in the best interests of the Company and its
stockholders to grant the option provided for herein (the “Option”) to Optionee pursuant to the Plan and the
terms set forth herein as an inducement to remain in the service of the Company and as an incentive for increased
efforts during such service;
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto
agree as follows:
1. Grant of the Option . The Company hereby grants to Optionee the right and option to purchase,
on the terms and conditions hereinafter set forth, all or any part of an aggregate of _______ shares of the
presently authorized but unissued Common Stock of the Company (hereinafter called the “Stock”). The
purchase price of the Stock subject to this Option shall be $_______ per share, which price is not less than the
per share fair market value of such Stock as of the date hereof.
2. Exercise of Option .
(a) Providing the conditions of subparagraphs (b), (c), (d), and (e) of this paragraph 2 have
been satisfied, Optionee may exercise this Option to purchase a number of shares of Stock which shall not
exceed the difference between A and B, where
A = the product of the number of