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Exhibit 10(c)
HEWLETT-PACKARD COMPANY EXCESS
BENEFIT RETIREMENT PLAN
SECTION 1. ESTABLISHMENT AND PURPOSE OF PLAN
The Hewlett-Packard Company Excess Benefit Retirement Plan was adopted
and established effective November 1, 1983. The Plan is intended to provide
supplemental retirement benefits to certain management and highly compensated
employees equal to those benefits that are limited under the Deferred Profit
Sharing Plan and/or Retirement Plan because of the limitations on contributions
and benefits imposed by Section 415 of the Internal Revenue Code of 1986 (the
"Code") and the limitation on compensation imposed by Section 401(a)(17) of the
Code. This Plan is intended to be an unfunded excess benefit plan under Sections
3(36) and 4(b)(5) of the Employee Retirement Income Security Act of 1974
("ERISA"). The Plan is also intended to be a plan which is unfunded and is
maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
under Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. The Plan was last
amended and restated as of November 1, 1999, to read as set forth herein. The
Company retains the right, as provided in Section 8, to amend or terminate the
Plan at any time. The Plan is administered by the Compensation Committee of the
Board of Directors of the Company, as provided in Section 7.
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SECTION 2. DEFINITIONS
Certain capitalized words and phrases used in the text of the Plan
shall have the meaning attributed to them in the DPSP or RP or the following
meaning unless the text further specifies the meaning or from the context it
clearly appears otherwise:
(a) "Actual DPSP Contribution" means the amount of Company Contributions,
Separation Contributions and Forfeitures in fact made to a Participant's Account
under the DPSP for any Plan Year ending on or prior to October 31, 1993.
(b) "Actual DPSP Account" means the amount in the separate account
established for each Participant under the DPSP to which is allocated his or her
share of Company Contributions, Separation Contributions and Forfeitures as
provided in the DPSP.
(c) "Actual RP Benefit" means the benefit in fact determined under the RP
as of the date when benefits are to be paid under the DPSP or RP.
(d) "Committee" means the Compensation Committee of the Board of Directors
of the Company; provided, that for purposes of Sections 5(b) and 9, with respect
to any Participant other than a Participant who is an executive officer as
defined under the Securities Exchange Act of 1934 and the regulations
thereunder, Committee means the Executive Committee of the Board of Directors of
the Company.
(e) "DPSP" or "Deferred Profit Sharing Plan" means the Hewlett-Packard
Company Deferred Profit Sharing Plan Amended and Restated as of November 1,
1999, and as it may be amended from time to time.
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(f) "Participant" means any individual entitled to a Virtual DPSP
Contribution under Section 4(a) or a Virtual Retirement Benefit under Section 5.
(g) "Pay-for-Results Plan" or "PFR Plan" means the Hewlett-Packard Company
Pay-for-Results Plan adopted effective November 1, 1999, and as it may be
amended from time to time.
(h) "Plan" means the Hewlett-Packard Company Excess Benefit Retirement
Plan, as described herein and as it may be amended from time to time.
(i) "RP" or "Retirement Plan" means the Hewlett-Packard Company Retirement
Plan Amended and Restated as of November 1, 1999, and as it may be amended from
time to time.
(j) "Virtual DPSP Account" means a bookkeeping account established under
Section 4 to which is credited all Virtual DPSP Contributions and investment
earnings as provided in Section 4.
(k) "Virtual DPSP Contribution" means an amount established under Section 4
with respect to a Plan Year ending on or prior to October 31, 1993 which equals
the excess amount that would have been contributed on behalf of a Participant to
the Participant's Account under the DPSP but was not so contributed by reason of
the limitations imposed by Section 415 of the Code or Section 401(a)(17) of the
Code.
(l) "Virtual Retirement Benefit" means the benefit payable to a Participant
or Beneficiary determined under Section 5.
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(m) "Virtual RP Benefit" means the benefit determined under the RP based on
the Annuity Value of the Actual DPSP Account, if applicable, but otherwise
without regard to the limitations of Section 415 or Section 401(a)(17) of the
Code; provided, however, that the Pay Rate used for determining the Virtual RP
Benefit of any Participant who is also a participant in the PFR Plan shall be
adjusted to include any Short-Term Bonus in excess of the rate of compensation
as limited by Section 401(a)(17) of the Code paid or payable with respect to any
Quarter, and as defined under the PFR Plan.
SECTION 3. ELIGIBILITY AND PARTICIPATION
(a) GENERAL RULE. Any individual who is participating in the DPSP and/or
the RP and who by reason of the limitations of Section 415 or Section 401(a)(17)
of the Code is unable to receive the formula contributions or benefits otherwise
provided under the DPSP and/or RP shall automatically be a Participant in this
Plan.
(b) TERMINATION OF PARTICIPATION. An individual shall cease to be a
Participant as of the date he or she ceases to be an Employee, unless the
individual is entitled to benefits hereunder, in which event his or her status
as a Participant shall terminate on the earlier of the date of his or her death
or the date no further amount is payable to the individual hereunder.
SECTION 4. VIRTUAL DPSP CONTRIBUTIONS AND ACCOUNTS
(a) VIRTUAL DPSP CONTRIBUTION. As of the last day of each Plan Year ending
on or prior to October 31, 1993, or in the case of an Employee whose employment
by the Affiliated Group terminated during any such Plan Year, the Employee's
Valuation Date (if other than the
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last day of the Plan Year), the Committee has determined the amount of Company
Contributions, Separation Contributions, and Forfeitures allocable to the
Participant's Account under the DPSP with regard to both the limitations of
Section 401(a)(17) of the Code and of Section 415 of the Code (but without
regard to any other defined contribution plan of the Company). The amount
determined to be the maximum permissible contribution pursuant to the Code under
the immediately preceding sentence shall be the "Actual DPSP Contribution." As
of the last day of each Plan Year ending on or prior to October 31, 1993, or in
the case of an Employee whose employment by the Affiliated Group terminated
during any such Plan Year, the Employee's Valuation Date (if other than the last
day of the Plan Year), the Committee has determined the amount of Company
Contributions, Separation Contributions, and Forfeitures that would have been
allocable to the Participant's Account under the DPSP if contributions under the
DPSP were determined without regard to the limitations of both Section 415 and
Section 401(a)(17) of the Code. The amount determined under the immediately
preceding sentence less the Actual DPSP Contribution is the "Virtual DPSP
Contribution."
(b) VIRTUAL DPSP ACCOUNT. A separate account, called a "Virtual DPSP
Account," shall be maintained by the Committee for each Participant to which has
been credited the Participant's Virtual DPSP Contribution for each Plan Year
ending on or prior to October 31, 1993. As of the last day of each Plan Year, or
in the case of an Employee whose employment by the Affiliated Group has
terminated and who has made claim for benefits under the DPSP, as of the
Employee's Valuation Date (if other than the last day of the Plan Year), each
Virtual DPSP Account shall be revalued. For purposes of valuation, the Virtual
DPSP Account shall be deemed invested as the assets of the DPSP.
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SECTION 5. VIRTUAL RETIREMENT BENEFIT
(a) DETERMINATION OF BENEFIT. The benefits payable under this Plan shall be
determined as of the date when benefits are to be paid under the DPSP or RP,
unless a later date is required to determine the Pay Rate of a Participant who
is also a participant in the PFR Plan. As of that date the Committee shall
determine the Virtual RP Benefit and the Actual RP Benefit. As of the same date
the Committee shall determine the Annuity Value of the Virtual DPSP Account, if
any, in the same manner as the Annuity Value of the Actual DPSP Account, if any,
is determined under the RP. The benefit payable under this Plan, if any, shall
equal:
(i) The greater of the Virtual RP Benefit or the Annuity Value of the
Virtual DPSP Account; less
(ii) The Actual RP Benefit.
The benefit determined pursuant to the immediately preceding sentence shall be
known as the Virtual Retirement Benefit.
(b) FORM AND TIME OF PAYMENT. The Participant's Virtual Retirement Benefit
shall be converted to a lump sum benefit as of the date the Participant's DPSP
or RP benefit is to be paid, unless a later date is required to determine the
Pay Rate of a Participant who is also a participant in the PFR Plan. The
conversion shall be based on the same actuarial factors that would be used to
convert an RP benefit from an annuity to a lump sum at the time of the
conversion. Thereafter, the unpaid portion of such lump sum Virtual Retirement
Benefit shall be credited with earnings (i) through May 31, 2000 as if it were a
benefit invested in Fund B, and (ii) on and after
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June 1, 2000, as if it were a benefit invested in Fund A under the DPSP, until
it is paid out to the Participant under this Plan as set forth below in this
Section 5(b).
Benefits are payable under this Plan in the form of a lump sum or
annual installments at such time or times as the Committee shall determine in
its sole discretion, subject to the following limitations:
(i) If benefits are payable under the DPSP, no benefits shall be
payable under this Plan until benefits are to be paid under the
DPSP;
(ii) The Committee may change the date a payment is to be made at any
time before the date of the scheduled payment;
(iii) Any annual installments shall be payable in January of the
particular year;
(iv) No lump sum may be payable later than January of the calendar
year following the later of (A) the calendar year in which the
Participant attains (or would have attained) age 70-1/2, or (B)
the calendar year in which the Participant's employment by the
Company terminates; provided, that the Committee may allow the
unpaid balance to be paid in a lump sum after annual installment
payments have commenced;
(v) Annual installments must be 15 or fewer in number and commence no
later than January of the calendar year following the later of
(A) the calendar year in which the Participant attains (or would
have attained) age
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70-1/2, or (B) the calendar year in which the Participant's
employment by the Company terminates;
(vi) The amount of each annual installment shall be determined by
dividing the unpaid balance as of the last day of the prior Plan
Year by the sum of the annual payments remaining to be made; and
(vii) If at the time the Virtual Retirement Benefit is first
determined under this Section 5 the lump sum equivalent of such
benefit does not exceed one hundred fifty thousand dollars
($150,000.00), benefits shall be payable under this Plan as soon
as administratively practicable after the date the Virtual
Retirement Benefit is first determined and only in the form of a
lump sum.
If the Committee has not otherwise determined, benefits shall be
payable in 15 annual installments commencing in January of the calendar year
following the later of (A) the calendar year in which the Participant attains
(or would have attained) age 70-1/2, or (B) the calendar year in which the
Participant's employment by the Company terminates.
In administering these payment provisions of the Plan, the Committee
may allow Participants to elect the form and time of payment that they desire
consistent with these rules, and the Committee may establish guidelines for its
own use in determining what elections made pursuant to these rules shall be
disapproved. However, such Participant elections and Committee guidelines shall
not in any way limit the Committee's sole discretion to determine the form and
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time of payment of a Participant's Virtual Retirement Benefit consistent with
the rules set forth in this Section 5(b) of the Plan.
(c) DEATH OF PARTICIPANT. If a Participant dies, without regard to whether
he or she is employed by any member of the Affiliated Group at the time of
death, his or her Beneficiary shall be the individual (or individuals)
designated on the form prescribed by the Committee (or, in the absence of such a
designation, his or her Beneficiary under the DPSP, or, in the absence of a DPSP
benefit, his or her Beneficiary under the RP). Such Beneficiary shall be
entitled to the unpaid portion (if any) of the Virtual Retirement Benefit
determined under Section 5(a). The Beneficiary shall be subject to the rules of
form and time of payment established under Section 5(b).
SECTION 6. FUNDING POLICY AND METHOD
Benefits and administrative expenses shall be paid as needed solely
from the general assets of the Company. This Plan shall be unfunded within the
meaning of Section 4(b)(5) of ERISA. No contributions are required or permitted
from any Participant.
SECTION 7. ADMINISTRATION
The Plan shall be administered by the Committee. No member of the
Committee shall become a Participant in the Plan. The Committee shall make such
rules, interpretations and computations as it may deem appropriate, and any
decision of the Committee with respect to the Plan, including (without
limitation) any determination of eligibility to participate in the Plan and any
calculation of benefits under the Plan shall be conclusive and binding on all
persons. Those
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responsibilities of the Committee that do not involve the exercise of its
discretion may be performed on behalf of the Committee by the Company through
its employees.
SECTION 8. AMENDMENT AND TERMINATION OF THE PLAN
The Company reserves the right to amend or terminate the Plan at any
time by resolution of the Company's Board of Directors or by resolution of any
proper delegatee of the Company's Board of Directors. Any amendment or
termination of the Plan will not affect the entitlement of any Participant who
terminates employment before the amendment or termination. All benefits to which
any Participant may be entitled shall be determined under the Plan as in effect
at the time the Participant terminates employment and shall not be affected by
any subsequent change in the provisions of the Plan. Participants will be given
notice prior to the discontinuance of the Plan or reduction of any benefits
provided by the Plan.
SECTION 9. GENERAL PROVISIONS
(a) CHOICE OF LAW. This Plan, and all rights under this Plan, shall be
interpreted and construed in accordance with the law of the State of California.
(b) ASSIGNMENT. The interest and property rights of any person in the Plan
or in any payment to be made under the Plan shall not be subject to option nor
be assignable either by voluntary or involuntary assignment or operation of law,
including (without limitation) bankruptcy, garnishment, attachment or other
creditor's process, and any act in violation of this Section 9(b) shall be void.
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(c) NUMBER. Except as otherwise clearly indicated, the singular shall
include the plural, and vice versa.
(d) HEADINGS AND CAPTIONS. The headings and captions herein are provided
for reference and convenience only and shall not be considered part of the Plan
nor shall they be employed in the construction of the Plan.
(e) COMPETENCY TO HANDLE BENEFITS. If, in the opinion of the Committee, any
person becomes unable to properly handle any property distributable to such
person under the Plan, the Committee may make any reasonable arrangement for the
distribution of Plan benefits on such person's behalf as it deems appropriate.
Payment to anyone described in this Section 9(e) will release the Company from
all further liability to the extent of the payment made.
(f) SEVERABILITY OF PROVISIONS. If any provision of the Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provision hereof, and the Plan shall be construed and enforced as if
such provision had not been included.
(g) TAX WITHHOLDING. If any Federal or state tax withholding or payroll tax
is required with respect to a Participant's Virtual Retirement Benefit, the
Committee shall make appropriate arrangements with the Participant for
satisfaction of such obligation.
(h) NO EMPLOYMENT RIGHTS. Nothing in the Plan, nor any action of the
Committee or the Company pursuant to the Plan, shall be deemed to give any
person any right to remain in the employ of the Company or affect the right of
the Company to terminate a person's employment at any time, with or without
cause.
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SECTION 10. EXECUTION
To record the amendment and restatement of the Plan as set forth
herein, the Company has caused its Chair of the Compensation Committee of the
Board of Directors to affix the Company's name and seal hereto this _________
day of May, 2000.
HEWLETT-PACKARD COMPANY
By:
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Susan P. Orr
Chair of the Compensation
Committee of the Board
of Directors
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