As Amended and Restated Effective November 21, 2002
As Amended and Restated Effective September 12, 2002
Amended and Restated Effective July 18, 2002
Amended and Restated September 4, 2001
Amended and Restated January 20, 1998
Reflects 5-for-2 stock split dated July 14, 1997,
2-for-1 stock split dated January 20, 1998 and
mergers & acquisitions through September 1, 1997
COMPAQ COMPUTER CORPORATION
1995 EQUITY INCENTIVE PLAN
SECTION 1. Purpose . The purposes of the Compaq Computer Corporation 1995 Equity Incentive Plan
are to promote the interests of the Company and its stockholders by (a) attracting and retaining exceptional
executive personnel and other key employees of the Company, Compaq and Affiliates, as defined below; (b)
motivating such employees by means of performance-related incentives to achieve long-range performance goals;
and (c) enabling such employees to participate in the long-term growth and financial success of the Company.
SECTION 2. Definitions . As used in the Plan, the following terms shall have the meanings set forth
“Affiliate” shall mean (a) any entity that, directly or indirectly, is controlled by the Company or Compaq and (b)
any entity in which the Company or Compaq has a significant equity interest, in either case as determined by the
“Award” shall mean any option or stock appreciation right granted under the Plan.
“Award Agreement” shall mean any written agreement, contract, or other instrument or document evidencing any
Award, which may, but need not, be executed or acknowledged by a Participant, and shall be subject to the
terms and conditions of the Plan.
“Board” shall mean the Board of Directors of the Company.
“Change in Control” shall be deemed to have occurred if: (a) Prior to May 3, 2002 (i) any “person” as such term
is used in Sections 13(d) and 14(d) of the Exchange Act (other than Compaq, any trustee or other fiduciary
holding securities under any employee ben