HEWLETT-PACKARD COMPANY 2000
EMPLOYEE STOCK PURCHASE PLAN
(Effective November 1, 2000)
(As amended August 16, 2000 and March 29, 2001)
The purpose of this Plan is to provide an opportunity for Employees of Hewlett-Packard Company (the
"Corporation") and its Designated Subsidiaries, to purchase Common Stock of the Corporation and thereby to
have an additional incentive to contribute to the prosperity of the Corporation. It is the intention of the
Corporation that the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal
Revenue Code of 1986, as amended.
(a) "Board" shall mean the Board of Directors of the Corporation.
(b) "Code" shall mean the Internal Revenue Code of 1986, of the USA, as amended. Any reference to a section
of the Code herein shall be a reference to any successor or amended section of the Code.
(c) "Committee" shall mean the committee appointed by the Board in accordance with Section 14 of the Plan.
(d) "Common Stock" shall mean the Common Stock of the Corporation, or any stock into which such Common
Stock may be converted.
(e) "Compensation" shall mean an Employee's base cash compensation, commissions and shift premiums paid on
account of personal services rendered by the Employee to the Corporation or a Designated Subsidiary, but shall
exclude payments for overtime, incentive compensation, incentive payments and bonuses, with any modifications
determined by the Committee. The Committee shall have the authority to determine and approve all forms of pay
to be included in the definition of Compensation and may change the definition on a prospective basis.
(f) "Corporation" shall mean Hewlett-Packard Company, a Delaware corporation.
(g) "Designated Subsidiary" shall mean a Subsidiary that has been designated by the Committee as eligible to
participate in the Plan with respect to its Employees.
(h) "Employee" shall mean an individual classified as an employee (within the meaning of Code