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RESTRICTED STOCK GRANT NOTICE
1989 EQUITY INCENTIVE PLAN
We are pleased to inform you that you have been granted restricted shares of Compaq common stock. Your grant has been
made under the Company's 1989 Equity Incentive Plan (the "1989 Plan"), which, together with the terms contained in this
Notice, sets forth the terms and conditions of your grant and is incorporated herein by reference. A copy of the 1989 Plan is
available on Inline. Please review it carefully; capitalized terms in this Notice have the same meaning as the 1989 Plan.
PRICE AT DATE OF GRANT
SOCIAL SECURITY NUMBER
Vesting: Subject to the conditions set forth below and in the 1989 Plan, you will be vested in the Shares granted
under this Award (i.e., the restrictions on such Shares will lapse) no later than the fourth anniversary of the grant
date above. However, if certain performance goals have been met as of the end of any calendar quarter during
the first full eight quarters after the grant date, which goals will be determined by the Company in its discretion
prior to the beginning of the applicable calendar quarter and communicated to you, you will be vested in a
number of Shares under this Award (not including any number in which you were previously vested) equal to
12.5 percent of the number of Shares granted under this Award, rounded down to the nearest whole Share.
Termination or Suspension of Employment: The 1989 Plan sets forth the terms and conditions of this grant that
apply in the event of your termination or suspension of employment.
Restrictions on Shares. Except to the extent that the Shares subject to this Award have become vested, (i) such
Shares may not be sold, transferred, pledged, or assigned for any reaso