EXHIBIT 10(O)(O) LONG-TERM PERFORMANCE CASH AWARD AGREEMENT

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Exhibit 10(o)(o)

HEWLETT-PACKARD COMPANY
<PLAN>
LONG-TERM PERFORMANCE CASH AWARD AGREEMENT
[Insert Applicable Period Here]

        THIS AGREEMENT, dated <GRANT DATE> ("Grant Date") between HEWLETT-PACKARD COMPANY, a Delaware corporation ("Company"), and <EMPNO> <NAME> (the "Employee"), is entered into as follows:

WITNESSETH:

        WHEREAS, the Company has established the <PLAN> ("Plan"), a copy of which is available at the Stock Incentive Program Web Site at: http://persweb.corp.hp.com/comp/employee/program/sip/stok_opt.htm or by written request to the Company Secretary, and which Plan is made a part hereof; and

        WHEREAS, the HR and Compensation Committee of the Board of Directors of the Company or its delegate(s) (the "Committee") has determined that the Employee shall be granted a cash award agreement ("Agreement") under the Plan as hereinafter set forth;

        NOW THEREFORE, the parties hereby agree that the Company grants the Employee a cash award underlying this Agreement ("Cash Award") of [Insert merge field for currency symbol][Insert merge field for amount] subject to the terms and conditions set forth herein.

1.

This Agreement is granted under and pursuant to the Plan and is subject to each and all of the provisions thereof.

2.

Vesting Schedule.

The Employee's Cash Award shall vest on the third anniversary of the Grant Date; provided that the Employee satifies the milestones and performance conditions set forth in paragraph 3 below, as determined by the Committee. Notwithstanding the foregoing, the Employee must remain in the employ of the Company on a continuous, full-time basis through the close of business on the third anniversary of the Grant Date, for such Cash Award to vest, subject to paragraphs 6-9 of this Agreement. The period of time between the Grant Date and the date the Employee's Cash Award becomes vested is referred to herein as the "Restriction Period."

3.

Milestones and Performance Conditions.

(a)

The milestones and performance conditions associated with the Cash Award have been established by the Committee, and are set forth in Appendix A attached to this Agreement. The amount of the Cash Award credited hereunder is determined after the end of each prescribed period.

(b)

Milestones.

•

If less than 85% of the associated milestones are achieved for the prescribed period, nothing will be credited.

•

If 85% of the associated milestones are achieved at the end of the prescribed period, 50% of 33% of the Cash Award (34% for the last prescribed period) will be credited in accordance with paragraph 5.

•

If greater than 85%, but less than 100%, of the associated milestones are achieved at the end of the prescribed period, then the percentage of the 33% of the Cash Award (34% for the last prescribed period) to be credited in accordance with paragraph 5 will be determined on a linear scale relative to the proportion of Target achieved.

•

If 100% of the associated milestones are achieved for the prescribed period, 33% of the Cash Award (34% for the last prescribed period) will be credited in accordance with paragraph 5.

•

If greater than 100%, but less than 115%, of the associated milestones are achieved at the end of the prescribed period, then the percentage of the 33% of the Cash Award (34% for the last prescribed period) to be credited in accordance with paragraph 5 will be determined on a linear scale relative to the proportion of Stretch achieved;

•

If 115% or more of the associated milestones are achieved at the end of the prescribed period, 150% of 33% of the Cash Award (34% for the last prescribed period) will be credited in accordance with paragraph 5.

The total amount credited at the end of the Restriction Period is the "Conditional Payout".

(c)

Following the completion of the last prescribed period with respect to the Cash Award and if the Employee remains employed by the Company, subject to paragraphs 6-9 of this Agreement, then the Conditional Payout will be adjusted by a modifier to be determined by the Committee based on the performance conditions set forth on Appendix A. The modifier will be calculated as indicated on Appendix A with respect to the Restriction Period. Notwithstanding the foregoing, the modifier will be equal to zero if the minimum threshold indicated on Appendix A is not met, resulting in no payout under this Agreement, and the modifier cannot exceed 150%.

4.

Restrictions.

(a)

The Employee's Cash Award granted hereunder may not be sold, pledged or otherwise transferred until vested in accordance with paragraph 2.

(b)

Subject to paragraphs 6-9 of this Agreement, if the Employee's employment with the Company is terminated at any time prior to the expiration of the Restriction Period, this Agreement granted hereunder shall terminate and any interest in the Cash Award shall be forfeited by the Employee, and full ownership will be retained by the Company.

5.

Credits.

As milestones are achieved, the applicable portion of the Cash Award, as set forth in paragraph 3(b), shall be credited in the Employee's name. Such credited amounts shall increase at a rate of [RATE]%, compounded annually, which is the AFR for [MONTH/YEAR]. The credited amounts and any additional amounts, shall be paid by the Company to the Employee, subject to the application of the modifier as set forth in paragraph 3(c); provided, however, that the terms and conditions set forth in this Agreement are fulfilled. Notwithstanding the foregoing, a portion of the Cash Award shall be surrendered in payment of required withholding taxes in accordance with paragraph 10 below, unless the Company establishes alternative procedures for the payment of required withholding taxes.

The Company is under no obligation to transfer amounts credited to any trust or escrow account, and the Company is under no obligation to secure any amount credited by any specific assets of the Company or any other asset in which the Company has an interest. This Plan shall not be construed to require the Company to fund any of the benefits provided hereunder nor to establish a trust for such purpose. The Company may make such arrangements as it desires to provide for the payment of the Cash Award, including, but not limited to, the establishment of a rabbi trust or such other equivalent arrangements as the Company may decide. No such arrangement shall cause the Plan to be a funded plan within the meaning of Title I of ERISA, nor shall any such arrangement change the nature of the obligation of the Company or the rights of the Employees under the Plan as provided in this Agreement. Neither the Employee nor his or her estate shall have any rights against the Company with respect to any portion of the Cash Award except as a general unsecured creditor. No Employee has an interest in his or her Cash Award until the Employee actually receives a payout. The Employee's rights in the Cash Award shall be no greater than the rights of any other unsecured general creditor of the Company. Credited amounts of the

Cash Award hereunder shall for all purposes be part of the general funds of the Company. Any payout to an Employee of amounts credited is not due, nor is such payout ascertainable, until determined by the Committee.

6.

Retirement of the Employee.

If the Employee retires after attaining 55 years of age with 15 years of service to the Company or 65 years of age or age under local law without regard to service, in accordance with the Company's retirement policy, the Employee shall receive a pro rata amount of the Cash Award determined by multiplying the total Cash Award due after such Cash Award is vested at the end of the Restriction Period by a fraction equal to the number of whole months elapsed between the Grant Date and the Employee's retirement, divided by the number of whole months between the Grant Date and the date the Cash Award would have vested in accordance with paragraph 2 above, payable at the end of such period. The Company's obligation to deliver the pro rata amount due under the Cash Award is subject to the condition that for the entire Restriction Period:

(a)

The Employee shall render, as an independent contractor and not as an employee, such advisory or consultative services to the Company as shall reasonably be requested by the Company, consistent with the Employee's health and any other employment or other activities in which such Employee may be engaged;

(b)

The Employee shall not render services for any organization or engage directly or indirectly in any business which, in the opinion of the Company, competes with or is in conflict with the interests of the Company;

(c)

The Employee shall not, without prior written authorization from the Company, disclose to anyone outside the Company, or use in other than the Company's business, any confidential information or material relating to the business of the Company, either during or after employment with the Company; and

(d)

The Employee shall disclose promptly and assign to the Company all right, title and interest in any invention or idea, patentable or not, made or conceived by the Employee during employment by the Company, relating in any manner to the actual or anticipated business, anything reasonably necessary to enable the Company to secure a patent where appropriate in the United States and in foreign countries.

7.

Total and Permanent Disability of the Employee.

In the event of total and permanent disability of the Employee, the E