As filed with the Securities and Exchange Commission on October 12, 2011
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Registration No. 333-________
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM S-8
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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HEWLETT-PACKARD COMPANY
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(Exact name of issuer as specified in its charter)
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Delaware
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3000 Hanover Street, Palo Alto, California 94304
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94-1081436
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(State or other jurisdiction of incorporation or organization)
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(Address and zip code of principal executive offices)
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(I.R.S. Employer
Identification No.)
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AUTONOMY CORPORATION PLC 1998 U.S. SHARE OPTION PLAN
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AUTONOMY CORPORATION PLC 2008 U.S. SHARE OPTION PLAN
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iMANAGE, INC. 2000 NON-OFFICER STOCK OPTION PLAN
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iMANAGE, INC. AMENDED 1997 STOCK OPTION PLAN
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INTERWOVEN, INC. 1999 EQUITY INCENTIVE PLAN
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INTERWOVEN, INC. 2000 STOCK INCENTIVE PLAN
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INTERWOVEN, INC. 2003 ACQUISITION PLAN
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INTERWOVEN, INC. 2008 EQUITY INCENTIVE PLAN
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OPTIMOST LLC 2006 EQUITY COMPENSATION PLAN
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VERITY, INC. 1996 NONSTATUTORY STOCK OPTION PLAN
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VIRAGE, INC. 1997 STOCK OPTION PLAN
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ZANTAZ, INC. 1998 STOCK PLAN
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(Full title of the plan)
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Paul T. Porrini
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Vice President, Deputy General Counsel and Assistant Secretary
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3000 Hanover Street, Palo Alto, California 94304
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(Name and address of agent for service)
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(650) 857-1501
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(Telephone Number, including area code, of agent for service)
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ (Do no check if a smaller reporting company) Smaller reporting company ¨
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CALCULATION OF REGISTRATION FEE
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Title of securities to be
registered
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Amount to be
registered(1)
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Proposed maximum
offering price
per share
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Proposed maximum
aggregate offering
price(2)
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Amount of
registration fee
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Hewlett-Packard Company Common Stock, $.01 par value per share (“Common Stock”), to be issued under the Autonomy Corporation plc 1998 U.S. Share Option Plan
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33,752 shares (2)
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$7.05 (3)
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$237,952
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$27
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Hewlett-Packard Company Common Stock to be issued under the Autonomy Corporation plc 2008 U.S. Share Option Plan
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5,729,583 shares (2)
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$14.42 (3)
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$82,620,587
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$9,468
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Hewlett-Packard Company Common Stock to be issued under the iManage, Inc. 2000 Non-Officer Stock Option Plan
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487 shares (2)
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$2.87 (3)
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$1,398
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$1
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Hewlett-Packard Company Common Stock to be issued under the iManage, Inc. Amended 1997 Stock Option Plan
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1,890 shares (2)
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$10.86 (3)
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$20,525
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$2
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Hewlett-Packard Company Common Stock to be issued under the Interwoven, Inc. 1999 Equity Incentive Plan
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99,517 shares (2)
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$7.51 (3)
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$747,373
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$86
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Hewlett-Packard Company Common Stock to be issued under the Interwoven, Inc. 2000 Stock Incentive Plan
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20,869 shares (2)
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$9.47 (3)
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$197,629
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$23
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Hewlett-Packard Company Common Stock to be issued under the Interwoven, Inc. 2003 Acquisition Plan
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425 shares (2)
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$6.18 (3)
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$2,627
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$1
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Hewlett-Packard Company Common Stock to be issued under the Interwoven, Inc. 2008 Equity Incentive Plan
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40,178 shares (2)
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$9.47 (3)
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$380,486
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$44
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Hewlett-Packard Company Common Stock to be issued under the Optimost LLC 2006 Equity Compensation Plan
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51,411 shares (2)
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$5.39 (3)
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$277,105
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$32
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Hewlett-Packard Company Common Stock to be issued under the Verity, Inc. 1996 Nonstatutory Stock Option Plan
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11,103 shares (2)
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$3.21 (3)
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$35,641
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$4
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Hewlett-Packard Company Common Stock to be issued under the Virage, Inc. 1997 Stock Option Plan
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2,048 shares (2)
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$1.08 (3)
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$2,212
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$1
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Hewlett-Packard Company Common Stock to be issued under the Zantaz, Inc. 1998 Stock Plan
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42,995 shares (2)
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$3.84 ( 3)
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$165,101
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$19
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TOTALS
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6,034,258 shares
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$84,688,636
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$9,708
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(1)
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Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock that become issuable under the Autonomy Corporation plc 1998 U.S. Share Option Plan, the Autonomy Corporation plc 2008 U.S. Share Option Plan, the iManage, Inc. 2000 Non-Officer Stock Option Plan, the iManage, Inc. Amended 1997 Stock Option Plan, the Interwoven, Inc. 1999 Equity Incentive Plan, the Interwoven, Inc. 2000 Stock Incentive Plan, the Interwoven, Inc. 2003 Acquisition Plan, the Interwoven, Inc. 2008 Equity Incentive Plan, the Optimost LLC 2006 Equity Compensation Plan, the Verity, Inc. 1996 Nonstatutory Stock Option Plan, the Virage, Inc. 1997 Stock Option Plan and the Zantaz, Inc. 1998 Stock Plan (collectively, the “Plans”) by reason of any stock dividend, stock split, capitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of Common Stock.
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(2)
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Pursuant to the Offer Agreement entered into as of August 18, 2011, by and among Hewlett-Packard Company, Hewlett-Packard Vision B.V. and Autonomy Corporation plc (“Autonomy”), the Registrant assumed outstanding options to purchase common stock of Autonomy under the Plans and such options became exercisable to purchase shares of Common Stock, subject to appropriate adjustments to the number of shares and the exercise price of each such option.
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(3)
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Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) of the Securities Act on the basis of the weighted average exercise price of the outstanding options.
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(a)
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HP’s Annual Report on Form 10-K for the fiscal year ended October 31, 2010 filed with the Commission on December 15, 2010 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
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(b)
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All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by HP’s Annual Report referred to in (a) above; and
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(c)
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The description of HP’s common stock contained in HP’s registration statement on Form 8-A/A filed with the Commission on June 23, 2006, and any amendment or report filed with the Commission for the purposes of updating such description.
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(i)
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that HP is authorized to enter into individual indemnification contracts with HP’s directors and officers to the fullest extent not prohibited by Delaware law, and
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(ii)
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that HP shall not be required to indemnify any director or officer if (a) the director or officer has not met the standard of conduct which makes indemnification permissible under Delaware law, or (b) the proceeding for which indemnification is sought was initiated by such director or officer and such proceeding was not authorized by the board of directors.
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Exhibit Number
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Exhibit Description
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4.1
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Autonomy Corporation plc 1998 U.S. Share Option Plan.
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4.2 | Autonomy Corporation plc 2008 U.S. Share Option Plan. | |
4.3 | iManage, Inc. 2000 Non-Officer Stock Option Plan. | |
4.4 | iManage, Inc. Amended 1997 Stock Option Plan. | |
4.5 | Interwoven, Inc. 1999 Equity Incentive Plan. | |
4.6 | Interwoven, Inc. 2000 Stock Incentive Plan. | |
4.7 | Interwoven, Inc. 2003 Acquisition Plan. | |
4.8 | Interwoven, Inc. 2008 Equity Incentive Plan. | |
4.9 | Optimost LLC 2006 Equity Compensation Plan. | |
4.10 | Verity, Inc. 1996 Nonstatutory Stock Option Plan. | |
4.11 | Virage, Inc. 1997 Stock Option Plan. | |
4.12 | Zantaz, Inc. 1998 Stock Plan. | |
5.1
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Opinion re legality.
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23.1
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Consent of Counsel (included in Exhibit 5.1).
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23.2
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Consent of Independent Registered Public Accounting Firm.
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24
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Power of Attorney (included on the signature pages of this Registration Statement) and incorporated herein by reference.
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A.
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The undersigned Registrant hereby undertakes:
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(1)
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to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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to include any prospectus required by Section 10(a)(3) of the Securities Act.
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(ii)
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to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement – notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
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(iii)
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to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
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provided, however, that paragraphs A(1)(i) and A(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
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(2)
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that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
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(3)
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to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4)
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that, for the purpose of determining liability under the Securities Act to any purchaser: each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and
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(5)
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that, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities: the Registrant undertakes that in a primary offering of securities of the Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)
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any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;
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(iii)
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the portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and
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(iv)
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any other communication that is an offer in the offering made by the Registrant to the purchaser.
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B.
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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C.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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Hewlett-Packard Company
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By:
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/s/ Paul T. Porrini |
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Paul T. Porrini
Vice President, Deputy General Counsel
and Assistant Secretary
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Signature
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Title
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Date
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/s/ Margaret C. Whitman |
President, Chief Executive Officer and Director
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October 12, 2011
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Margaret C. Whitman
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(Principal Executive Officer)
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Executive Vice President and
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/s/ Catherine A. Lesjak |
Chief Financial Officer
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October 12, 2011
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Catherine A. Lesjak
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(Principal Financial Officer)
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/s/ James T. Murrin |
Senior Vice President and Controller
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October 12, 2011
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James T. Murrin
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(Principal Accounting Officer)
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/s/ Marc L. Andreessen |
Director
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October 12, 2011
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Marc L. Andreessen
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/s/ Lawrence T. Babbio, Jr. |
Director
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October 12, 2011
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Lawrence T. Babbio, Jr.
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/s/ Sari M. Baldauf |
Director
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October 12, 2011
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Sari M. Baldauf
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/s/ Shumeet Banerji |
Director
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October 12, 2011
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Shumeet Banerji
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/s/ Rajiv L. Gupta |
Director
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October 12, 2011
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Rajiv L. Gupta
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/s/ John H. Hammergren |
Director
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October 12, 2011
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John H. Hammergren
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/s/ Raymond J. Lane |
Executive Chairman
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October 12, 2011
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Raymond J. Lane
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/s/ Ann M. Livermore | Director |
October 12, 2011
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Ann M. Livermore | ||||
/s/ Gary M. Reiner |
Director
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October 12, 2011
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Gary M. Reiner
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/s/ Patricia F. Russo |
Director
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October 12, 2011
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Patricia F. Russo
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/s/ Dominique Senequier |
Director
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October 12, 2011
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Dominique Senequier
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/s/ G. Kennedy Thompson |
Director
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October 12, 2011
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G. Kennedy Thompson
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Exhibit Number
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Exhibit Description
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4.1
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Autonomy Corporation plc 1998 U.S. Share Option Plan.
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4.2 | Autonomy Corporation plc 2008 U.S. Share Option Plan. | |
4.3 | iManage, Inc. 2000 Non-Officer Stock Option Plan. | |
4.4 | iManage, Inc. Amended 1997 Stock Option Plan. | |
4.5 | Interwoven, Inc. 1999 Equity Incentive Plan. | |
4.6 | Interwoven, Inc. 2000 Stock Incentive Plan. | |
4.7 | Interwoven, Inc. 2003 Acquisition Plan. | |
4.8 | Interwoven, Inc. 2008 Equity Incentive Plan. | |
4.9 | Optimost LLC 2006 Equity Compensation Plan. | |
4.10 | Verity, Inc. 1996 Nonstatutory Stock Option Plan. | |
4.11 | Virage, Inc. 1997 Stock Option Plan. | |
4.12 | Zantaz, Inc. 1998 Stock Plan. | |
5.1
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Opinion re legality.
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23.1
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Consent of Counsel (included in Exhibit 5.1).
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23.2
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Consent of Independent Registered Public Accounting Firm.
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24
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Power of Attorney (included on the signature pages of this Registration Statement) and incorporated herein by reference.
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June 3, 1997
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Board adopts Plan, with an initial reserve of 3,600,000 shares.
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June 23, 1997
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Stockholders representing no less than 2/3 of the 8,158,871 outstanding shares entitled to vote approve Plan, with an initial reserve of 3,600,000 shares, and a percentage limitation (exceeding 30%) for purposes of Section 260.140.45 determined by such initial reserve.
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September 14, 1998
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Board increases shares reserve by 400,000 shares, from 3,600,000 to 4,000,000, reserved for issuance.
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September 14, 1998
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Stockholders approve share reserve increase by 400,000 shares, from 3,600,000 to 4,000,000 shares. Stockholders representing at least a majority of the holders of outstanding shares of the Corporation’s stock approved the share reserve increase.
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April 6, 1999
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Board increases share reserve by 1,000,000 shares, from 4,000,000 to 5,000,000, reserved for issuance.
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April 6, 1999
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Stockholders approve increase in share reserve from 4,000,000 to 5,000,000 shares reserved for issuance.
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April 7, 1999
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Amendment to Certificate of Incorporation filed changing the name of the company from NetRight Technologies, Inc. to iManage, Inc.
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1999
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Board amends the Plan to: (i) delete certain required private company stock options plan provisions and to incorporate certain provisions appropriate for a stock option plan maintained by a public company, (ii) to provide for automatic stock option grants to nonemployee directors of the Company, and (iii) to provide for automatic annual increases of the share reserve on the first day of each fiscal year of the Company beginning on or after January1, 2001 equal to the lesser of: (i) 1,200,000shares, (ii) 5% of the Company’s outstanding Stock as of the last day of the immediately preceding December 31, or (iii) such lesser number of shares as the Board shall determine.
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1999
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Stockholders approve the amendment to the Plan described above.
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(a)
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construe and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan;
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(b)
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prescribe, amend and rescind rules and regulations relating to this Plan or any Award;
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(c)
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select persons to receive Awards;
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(d)
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determine the form and terms of Awards;
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(e)
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determine the number of Shares or other consideration subject to Awards;
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(f)
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determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under this Plan or any other incentive or compensation plan of the Company or any Parent or Subsidiary of the Company;
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(g)
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grant waivers of Plan or Award conditions;
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(h)
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determine the vesting, exercisability and payment of Awards;
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(i)
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correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;
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(j)
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determine whether an Award has been earned; and
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(k)
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make all other determinations necessary or advisable for the administration of this Plan.
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(a)
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if such Common Stock is then quoted on the Nasdaq National Market, its closing price on the Nasdaq National Market on the date of determination as reported in The Wall Street Journal;
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(b)
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if such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal;
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if such Common Stock is publicly traded but is not quoted on the Nasdaq National Market nor listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal;
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(d)
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in the case of an Award made on the Effective Date, the price per share at which shares of the Company’s Common Stock are initially offered for sale to the public by the Company’s underwriters in the initial public offering of the Company’s Common Stock pursuant to a registration statement filed with the SEC under the Securities Act; or
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(e)
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if none of the foregoing is applicable, by the Committee in good faith.
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(a)
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child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the Participant, including any such person with such relationship to the Participant by adoption;
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(b)
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any person (other than a tenant or employee) sharing the Participant’s household;
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(c)
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a trust in which the persons in (a) and (b) have more than fifty percent of the beneficial interest;
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(d)
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a foundation in which the persons in (a) and (b) or the Participant control the management of assets; or
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(e)
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any other entity in which the persons in (a) and (b) or the Participant own more than fifty percent of the voting interest.
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(a)
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Net revenue and/or net revenue growth;
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(b)
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Earnings before income taxes and amortization and/or earnings before income taxes and amortization growth;
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(c)
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Operating income and/or operating income growth;
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(d)
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Net income and/or net income growth;
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(f)
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Total stockholder return and/or total stockholder return growth;
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(g)
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Return on equity;
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(h)
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Operating cash flow return on income;
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(i)
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Adjusted operating cash flow return on income;
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(j)
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Economic value added; and
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(k)
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Individual confidential business objectives.
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(a)
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As used herein, a “Change of Control” shall be deemed to have occurred if.
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•
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The Option shall provide an exercise price which is not less than 85% of the Fair Market Value of a Unit on the date the Option is granted, except that the price shall be at least 110% of the Fair Market Value of a Unit on the date the Option is granted in the case of any person who, at the time of grant, owns securities possessing more than 10% of the total combined voting power of all Units and other classes of securities of the Company or any parent or subsidiary of the Company.
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•
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The Option shall be non-transferable other than by will, by the laws of descent and distribution, or (to the extent permitted by the Committee) as otherwise permitted by Rule 701 of the Securities Act of 1933, as amended.
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•
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The Grantee shall have the right to exercise at the rate of at least 20% per year over 5 years from the date the Option is granted, subject to reasonable conditions such as continued employment; provided, however, that if the Option is granted to an officer, director, or consultant of the Company or its subsidiaries, the Option may become fully exercisable, subject to reasonable conditions such as continued employment, at any time or during any period established by the Company.
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•
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In the event of termination of employment other than for “cause” (as defined by applicable law, the terms of the Plan, a Grant Instrument or a contract of employment), the Grantee shall have the right to exercise the Option as follows (but only to the extent that the Grantee is otherwise entitled to exercise the Option on the date employment terminates, and in no event later than the expiration date of the Option):
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•
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At least 6 months from the date of termination of employment if termination was caused by death or disability (which means that the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment); or
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•
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At least 30 days from the date of termination of employment if termination was caused by other than death or disability.
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•
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The Plan shall terminate on the day immediately preceding the tenth anniversary of the date the Plan is adopted or the date the Plan is approved by the security holders of the Company, whichever is earlier.
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•
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The Company's security holders must approve the Plan within 12 months before or after the date the Plan is adopted by the Board.
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•
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The Company will provide financial statements to each Grantee annually during the period such individual has Options outstanding to the extent required under Section 260.140.46 of Title 10 of the California Code of Regulations (“CCR”).
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•
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at not less than the Fair Market Value of the securities to be repurchased on the date of termination of employment, then such right to repurchase must be exercised for cash or cancellation of purchase money indebtedness for the securities within 90 days of termination of employment (or in the case of securities issued upon exercise of Options after the date of termination, within 90 days after the date of the exercise), and such right terminates when the Company's securities become publicly traded; or
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•
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at the original purchase price or exercise price, then such right to repurchase shall lapse at the rate of at least 20% of the securities per year over 5 years from the date the Option is granted (without respect to the date the Option was exercised or became exercisable) and must be exercised for cash or cancellation of purchase money indebtedness for the securities within 90 days of termination of employment (or in the case of securities issued upon exercise of Options after the date of termination, within 90 days after the date of the exercise).
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•
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The Company will comply with Section 260.140.1 of Title 10 of the CCR with respect to the voting rights of common stock and similar equity securities.
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1.
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Notwithstanding any other provision of the Plan, Options may only be granted to Employees having a work contract with a Participating Company.
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2.
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An Option granted to any participant who, at the time of grant, holds shares representing 10% or more of the share capital of any Participating Company will not be deemed to have been granted pursuant to this Addendum.
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3.
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Notwithstanding any other provision of the Plan, an Option will generally only be exercisable after the expiration of the holding period mentioned under article 163 bis C I of the tax code of the Republic of France, except as otherwise decided at the sole discretion of the Board or Committee.
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4.
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Notwithstanding any other provision of the Plan, the exercise price shall only be adjusted upon the occurrence of the events specified under July 24, 1966 corporate law (section 208-5) in accordance with the laws of the Republic of France.
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5.
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Notwithstanding any other provision of the Plan, in the event of the Optionee’s death, the period during which the legal heirs (pursuant to a transfer on death permitted under the laws of the Republic of France) are entitled to exercise that Optionee’s Option (or Options) is the lesser of: (i) six months following that Optionee’s death, and (ii) the expiration of the term of such Option as set forth in the Option Agreement.
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6.
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The total number of Options granted and remaining unexercised (outstanding options) will never cover a number of shares exceeding one-third of the share capital of Verity, Inc.
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7.
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The per share exercise price of an Option granted pursuant to this addendum shall be no less than the higher of: (i) ninety-five percent (95%) of the average closing sales price for a share of such stock (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Company’s common stock) for the twenty (20) market trading days immediately preceding the day of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable; or (ii) one hundred percent (100%) of the Fair Market Value of the stock.
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The terms herein shall be interpreted to qualify Options granted pursuant to this addendum for the favorable tax and social security treatment applicable to stock options granted under sections L 208-1 up to L 208-8-2 of the Law n° 66-537 of July 24, 1966, and in accordance with the relevant provisions set forth by the tax and social security laws, as well as the tax and social security regulations of the Republic of France.
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9.
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Except as required by the tax and social security laws and regulations of the Republic of France, the Plan (including this addendum and Options granted hereunder) shall be governed and construed in accordance with the laws of the State of California and the United States of America.
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Re:
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An aggregate of 6,034,258 Shares of Common Stock of Hewlett-Packard Company offered pursuant to the Autonomy Corporation plc 1998 U.S. Share Option Plan, the Autonomy Corporation plc 2008 U.S. Share Option Plan, the iManage, Inc. 2000 Non-Officer Stock Option Plan, the iManage, Inc. Amended 1997 Stock Option Plan, the Interwoven, Inc. 1999 Equity Incentive Plan, the Interwoven, Inc. 2000 Stock Incentive Plan, the Interwoven, Inc. 2003 Acquisition Plan, the Interwoven, Inc. 2008 Equity Incentive Plan, the Optimost LLC 2006 Equity Compensation Plan, the Verity, Inc. 1996 Nonstatutory Stock Option Plan, the Virage, Inc. 1997 Stock Option Plan and the Zantaz, Inc. 1998 Stock Plan
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Very truly yours,
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/s/ Paul T. Porrini |
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Paul T. Porrini
Vice President, Deputy General Counsel
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and Assistant Secretary
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·
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Autonomy Corporation plc 1998 U.S. Share Option Plan
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·
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Autonomy Corporation plc 2008 U.S. Share Option Plan
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·
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iManage, Inc. 2000 Non-Officer Stock Option Plan
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·
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iManage, Inc. Amended 1997 Stock Option Plan
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·
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Interwoven, Inc. 1999 Equity Incentive Plan
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·
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Interwoven, Inc. 2000 Stock Incentive Plan
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·
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Interwoven, Inc. 2003 Acquisition Plan
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·
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Interwoven, Inc. 2008 Equity Incentive Plan
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·
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Optimost LLC 2006 Equity Compensation Plan
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·
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Verity, Inc. 1996 Nonstuatutory Stock Option Plan
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·
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Virage, Inc. 1997 Stock Option Plan
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·
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Zantaz, Inc. 1998 Stock Plan
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