Amended and restated November 21 , 2002
Amended and restated September 12, 2002
Amended September 4, 2001
Amended November 23, 1994
Adjusted for Stock Splits in 1990, 1994 and 1997(2)
COMPAQ COMPUTER CORPORATION
1985 EXECUTIVE AND KEY EMPLOYEE STOCK OPTION PLAN
1.01 “Board” shall mean the Board of Directors of the Company.
1.02 “Code” shall mean the Internal Revenue Code of 1986 as amended.
1.03 “Committee” shall mean the body comprised of the member or members of the Board
appointed by the Board to administer the Plan.
1.04 “Common Stock” means the Company’s $.01 par value common stock.
1.05 “Company” shall mean Compaq Computer Corporation or any successor thereto.
1.06 “Fair Market Value” shall mean the value of a share of Common Stock as determined by the
Board. The Board shall determine Fair Market Value as follows:
(i) If the Common Stock shall not then be listed and traded upon a recognized securities
exchange or in the NASDAQ National Market System, upon the basis of the mean
between the bid and asked quotations for such stock on the Date of Grant (as reported
by a recognized stock quotation service) or, in the event that there shall be no bid or
asked quotations on the Date of Grant, then upon the basis of the mean between the bid
an asked quotations on the date nearest preceding the Date of Grant; or,
(ii) If the Common Stock shall then be listed and traded upon a recognized securities
exchange or in the NASDAQ National Market System, upon the basis of the reported
closing price at which shares of the Common Stock were traded on such recognized
securities exchange or system on the Date of Grant or, if the Common Stock was not