1985 INCENTIVE COMPENSATION PLAN
PART 1. PLAN ADMINISTRATION AND ELIGIBILITY
The purpose of this 1985 Incentive Compensation Plan (the "Plan") of Hewlett-Packard Company (the
"Company") is to encourage ownership in the Company by key personnel whose long-term employment is
considered essential to the Company's continued progress and thus to provide them with a further incentive to
continue in the employ of the Company or its subsidiaries. (The Company and all such subsidiaries are
collectively referred to hereinafter as the "Participating Companies.")
The Board of Directors (the "Board") of the Company or any committee (the "Committee") of the Board that will
satisfy Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any
regulations promulgated thereunder, as from time to time in effect, including any successor rule ("Rule 16b-3"),
shall supervise and administer the Plan. The Committee shall consist solely of two or more non-employee
directors of the Company, who shall be appointed by the Board. A member of the Board shall be deemed to be
a "non-employee director" only if he satisfies such requirements as the Securities and Exchange Commission may
establish for non-employee directors under Rule 16b-3. Members of the Board receive no additional
compensation for their services in connection with the administration of the Plan.
The Committee or the Board shall from time to time designate the key employees of the Participating Companies
who shall be granted stock options, stock or cash awards under the Plan and the amount and nature of the award
granted to each such employee.
The Board or the Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan.
All questions of interpretation of the Plan or of any shares issued under it shall be determined by the Board or the
Committee and such determination shall be final and binding upon all persons having a