HEWLETT-PACKARD COMPANY FOREIGN EMPLOYEES STOCK APPRECIATION RIGHTS
(Amended & Restated November 21, 2002)
The following constitute the provisions of the Hewlett-Packard Company (“HP” or “Company”) Foreign
Employees Stock Appreciation Rights Plan (the “Plan”):
1. DEFINITIONS : In this plan,
(a) “Employee Stock Option Plan” means any of the Company’s incentive stock option plans pursuant to
which participating employees are offered and purchase shares of HP Common Stock, which have been
registered under the Securities Act of 1933.
(b) “Foreign Subsidiary” means any corporation which is organized and exists under the laws of a country
other than the United States of America and 1) whose accounts are consolidated with the accounts of the
Company for reporting purposes; or 2) which is an affiliate of HP and designated by the Committee as a
“foreign subsidiary” for purposes of this Plan.
(c) “Foreign national employee” means an employee of a foreign subsidiary who is a national of a country
other than the United States of America.
(d) “Unfavorable foreign law” means any law or governmental regulation of a country other than the United
States of America which has the effect of prohibiting, restricting or inhibiting the acquisition or ownership of
HP stock by a foreign national employee, or requires the payment of currency premiums with respect to the
purchase of HP stock with funds supplied by a foreign national employee and his employer.
(e) “Eligible foreign subsidiary” means a foreign subsidiary any of whose foreign national employees is
subject to unfavorable foreign laws.
(f) “Employee” means a foreign national employee of an eligible foreign subsidiary.
(g) “Employer” means an eligible foreign subsidiary as to its employees.
(h) “Stock appreciation right” means a right granted pursuant to Section 5 of the Plan.
(i) “Committee” means the Human Re