Officer's Early Retirement Plan

EXHIBIT 10(d)


HEWLETT-PACKARD COMPANY OFFICERS
EARLY RETIREMENT PLAN


SECTION 1. ESTABLISHMENT AND PURPOSE OF PLAN


The Hewlett-Packard Company Officers Early Retirement Plan was adopted and established effective April 1, 1983 (the "Effective Date"). The Plan was last amended and restated as of January 1, 1996 to read as set forth herein. The Plan is intended to provide benefits for a select group of management and highly compensated employees referred to as "Officers" herein. The purpose of the program is to provide an opportunity for Officers to retire early with the benefits provided in Section 4.


SECTION 2. DEFINITIONS


The following words and phrases when capitalized and used in this Plan shall have the following meaning unless from the context it clearly appears otherwise:


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(a) "Anniversary Year" means, with respect to any Officer, a period of twelve (12) consecutive months commencing on his or her Election Date and each annual anniversary of such date at which the individual continues to be an Officer.


(b) "Company" means Hewlett-Packard Company, a California corporation.


(c) "Early Retirement Benefit" means the benefit provided under Section 4. A Participant's Early Retirement Benefit shall commence the month following his or her termination of employment.


(d) "Election Date" means the date as of which an individual becomes an Officer by action of the Board of Directors of the Company.


(e) "Eligible Employee" means an Employee who at termination of employment either is an Officer or has been an Officer during his or her career.


(f) "Employee" means an individual employed by the Company or any foreign or domestic subsidiary of the Company.


(g) "ERISA" means the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.


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(h) "Final Base Rate of Pay" means the greater of (i) the Rate of Pay on the last day of an Employee's active employment, or (2) the Rate of Pay on the last day an Employee is an Officer.


(i) "Normal Retirement Date" means the last day of the month in which an individual attains age sixty five (65).


(j) "Officer" means any Employee who, with respect to the Company, holds the title of president or vice president, and is on the U.S. dollar payroll of the Company.


(k) "Participant" means any individual who is receiving or entitled to receive benefits under the Plan.


(l) "Plan" means the Hewlett-Packard Company Officers Early Retirement Plan, as amended from time to time.


(m) "Rate of Pay" means, with respect to an Employee, the average of his or her monthly rates of pay in effect at the beginning of a fiscal quarter for the four (4) consecutive fiscal quarters ending with the fiscal quarter in which the determination is made.


(n) "Vested Fraction" means with respect to an Officer who has an Election Date prior to November 1, 1993, one (1.0); and with respect to an Officer who has an Election Date on


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and after November 1, 1993 a fraction determined by the service of the individual as an Officer after his or her Election Date pursuant to the following Vesting Schedule:


Vesting Schedule Number of Anniversary Years Vested Following Election Date Fraction


Less than 1 0


1 but less than 2 .2


2 but less than 3 .4


3 but less than 4 .6


4 but less than 5 .8


5 or more 1.0


(o) "Years of Full-Time Equivalent Service" means twelve (12) month periods of service or, in the case of an individual employed in other than full-time status, such longer periods of service required to aggregate two thousand eighty-eight (2088) standard hours, and during which an individual is in active pay status on the U.S. Dollar payroll of the Company. Such periods shall include, without limitation, flexible time off, vacation, sick leave, jury duty, holidays, and bereavement leave. Such periods shall not include personal or medical leaves of absence.


Years of Full-Time Equivalent Service shall include all "Years of Service" as defined in the Plan and accrued as of December 31, 1988. Years of Full-Time Equivalent Service shall include service with a foreign subsidiary of the Company.


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The determination of an individual's Years of Full-Time Equivalent Service shall be made by the Company consistent with the determination of foreign and United States service for service-based welfare benefit programs sponsored by the Company.


For all purposes under the Plan, the total Years of Full-Time Equivalent Service of an Eligible Employee shall be determined as of the last day an Employee is an Officer.


The determination of an individual's Years of Full-Time Equivalent Service shall be made by the Company, and such determination shall be conclusive and binding on all persons.


SECTION 3. ELIGIBILITY AND PARTICIPATION


(a) Eligibility. Any Eligible Employee whose employment terminates upon or after attainment of age sixty (60) while this Plan is in effect shall be eligible to participate in this Plan. By action of the Board of Directors of the Company, in its sole and absolute discretion, the age requirement may be reduced, but not below age fifty-five (55), and the Vested Fraction may be accelerated.


(b) Participation. Termination of employment and participation in this Plan are voluntary at the Eligible Employee's election subject to any action required by the Board of Directors


5 6 of the Company pursuant to Section 3(a). A request to participate in this Plan is made by notifying a member of the Executive Committee of the Board of Directors.


SECTION 4. BENEFITS


(a) Termination of Employment At or After Age Sixty. Upon receipt by the Company of an Eligible Employee's election to participate in this Plan upon termination of employment on or after age sixty (60), the Company shall pay the Early Retirement Benefit. A Participant's monthly Early Retirement Benefit shall be determined as follows:


(i) The Final Base Rate of Pay shall be multiplied by a
fraction, the numerator of which is the age at termination of
employment, plus the Years of Full-Time Equivalent Service minus
forty-five (45), and the denominator of which is one hundred (100); and


(ii) The amount determined in Section 4(a)(i) above shall be
multiplied by the Vested Fraction at termination of employment.


The amount determined under Section 4(a)(ii) above shall be the Participant's monthly Early Retirement Benefit. The percen ...