SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMPAQ COMPUTER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 76-0011617
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
20555 S.H. 249
Houston, Texas 77070
(Address of Principal Executive Offices) (Zip Code)
Compaq Computer Corporation Deferred Compensation and Supplemental Savings
Plan
(Full Title of the Plan)
J. David Cabello
Senior Vice President, General Counsel & Secretary
Compaq Computer Corporation
20555 S.H. 249
Houston, Texas 77070
(Name and Address of Agent for Service)
(281) 370-0670
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered (1) Registered Per Share Offering Price Fee
- -------------- ----------- -------------- --------------- ------------
Compaq $50,000,000 100% $50,000,000 $14,750
Compensation
Obligations
(1) The Compaq Compensation Obligations are unsecured obligations of Compaq
Computer Corporation to pay deferred compensation in the future in accordance
with the terms of the Compaq Computer Deferred Compensation and Supplemental
Savings Plan.
<PAGE>
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents By Reference
The following documents have been previously filed with the SEC and are
incorporated by reference into this Registration Statement:
1. Compaq's Annual Report on Form 10-K for the year ended December 31,
1996;
2. Compaq's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1997, June 30, 1997 and September 30, 1997;
3. Compaq's Current Reports on Form 8-K as filed on October 16, 1997 and
November 21, 1997; and
4. The description of the Compaq's common stock contained in Compaq's
Registration Statement on Form 8-A.
Compaq is also incorporating by reference additional documents that we
may file with the SEC between the date of the Prospectus to which this
Registration Statement relates and the date of the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold.
Copies of the documents incorporated by reference above may be obtained
from Compaq without charge, except the exhibits (unless we have specifically
incorporated by reference an exhibit in this Prospectus), by writing to:
Compaq Computer Corporation
20555 SH 249
Houston, Texas 77070
Telephone: (800) 433-2391
Attention: Investor Relations
Item 4. Description of Securities
The securities registered hereby are deferred compensation obligations,
which are fully described in the Compaq Computer Corporation Deferred
Compensation and Supplemental Savings Plan.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The legality of the common stock offered by this Prospectus has been
passed upon for Compaq by Linda S. Auwers, Vice President and Associate
General Counsel of Compaq. Ms. Auwers has options to purchase Compaq common
stock, owns shares of Compaq common stock as a participant in an employee
benefit plan, and is eligible to participate in Compaq's Deferred Compensation
and Supplemental Savings Plan.
Item 6. Indemnification of Directors and Officers.
Exculpation. Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL") permits a corporation to include in its certificate of
incorporation a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision may not
eliminate or limit the liability of a director for any breach of the
director's duty of loyalty to the corporation or its stockholders, for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, for the payment of unlawful dividends, or for any
transaction from which the director derived an improper personal benefit.
Compaq's Restated Certificate of Incorporation limits the personal
liability of a director to Compaq and its stockholders for monetary damages
for a breach of fiduciary duty as a director to the fullest extent permitted
by the DGCL.
Indemnification. Delaware law permits a corporation to indemnify its
officers and directors under any circumstances.
Compaq's Bylaws provide for indemnification of directors and officers of
Compaq against liability to the fullest extent permitted by applicable law.
Insurance. Compaq has in effect directors' and officers' liability
insurance and fiduciary liability insurance.
Item. 8 Exhibits
Exhibit No.
- -----------
4.1 Compaq Computer Corporation Deferred Compensation and
Supplemental Savings Plan ("Plan").
4.2 First Amendment to the Plan effective as of January 2, 1998.
5.1 Opinion of Linda S. Auwers, Vice President and Associate
General Counsel of the Company, as to the legality of the
securities being registered.
23.1 Consent of Linda S. Auwers, Vice President and Associate
General Counsel of the Company, is included in the opinion
filed as Exhibit 5.1 to this Registration Statement.
23.2 Consent of Price Waterhouse LLP, Independent Accountants.
24.1 Powers of Attorney are included on the signature page
of this Registration Statement.
Item 9. Undertakings.
Compaq hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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; and
(3) 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the provisions described in Item 15 above, or otherwise,
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person of
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, 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 Act and will be governed
by the final adjudication of such issue.
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, and the State of Texas, on
this 15th day of December, 1997.
COMPAQ COMPUTER CORPORATION
By: /s/ J. David Cabello
--------------------
J. David Cabello,
Senior Vice President
and General Counsel
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of Compaq Computer
Corporation, do hereby constitute and appoint Eckhard Pfeiffer, Earl L. Mason
and J. David Cabello, or any one of them, our true and lawful attorneys and
agents, to do any and all acts and things in our name and on our behalf in our
capacities as directors and officers, and to execute any and all instruments
for us and in our names in the capacities indicated below, which said
attorneys and agents, or either one of them, may deem necessary or advisable
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules, regulations, and requirements of the Securities and
Exchange Commission, in connection with the Company's registration statements
on Form S-8 regarding the Compaq Computer Corporation Deferred Compensation
and Supplemental Savings Plan, including specifically, but without limitation,
power and authority to sign for us or any of us, in our names in the
capacities indicated below, such registration statement on Form S-8 and any
and all amendments thereto; and we do each hereby ratify and confirm all that
the said attorneys and agents, or either of them, shall do or cause to be done
by virtue hereof. The following persons executed this power of attorney in
the capacities and on the dates indicated below.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below.
Signature Title Date
- --------- ----- ----
/s/ Eckhard Pfeiffer President, Chief Executive December 15, 1997
- ---------------------- Officer and Director
(Eckhard Pfeiffer) (principal executive officer)
/s/ Earl L. Mason Senior Vice President and December 15, 1997
- ----------------- Chief Financial Officer
(Earl L. Mason (principal financial and
accounting officer)
/s/ Benjamin M. Rosen Chairman of the Board December 15, 1997
- --------------------- of Directors
(Benjamin M. Rosen)
/s/ Lawrence T. Babbio Director December 15, 1997
- ----------------------
(Lawrence T. Babbio)
/s/ Robert Ted Enloe III Director December 15, 1997
- ------------------------
(Robert Ted Enloe, III)
/s/ George H. Heilmeier Director December 15, 1997
- -----------------------
(George H. Heilmeier)
/s/ George E.R. Kinnear II Director December 15, 1997
- --------------------------
(George E.R. Kinnear II)
/s/ Peter N. Larson Director December 15, 1997
- -------------------
(Peter N. Larson)
/s/ Kenneth L. Lay Director December 15, 1997
- ------------------
(Kenneth L. Lay)
/s/ Thomas J. Perkins Director December 15, 1997
- ---------------------
(Thomas J. Perkins)
/s/ Kenneth Roman Director December 15, 1997
- -----------------
(Kenneth Roman)
/s/ Lucille S. Salhany Director December 15, 1997
- ----------------------
(Lucille S. Salhany)
<PAGE>
EXHIBIT INDEX
Exhibit
- -------
4.1 Compaq Computer Corporation Deferred Compensation
and Supplemental Savings Plan ("Plan").
4.2 First Amendment to the Plan effective January 2, 1998.
5.1 Opinion of Linda S. Auwers, Vice President and Associate
General Counsel of the Company, as to the legality of
the securities being registered.
23.1 Consent of Linda S. Auwers, Vice President and Associate
General Counsel of the Company, is included in the opinion
filed as Exhibit 5.1 to this Registration Statement.
23.2 Consent of Price Waterhouse LLP, Independent Accountants.
24.1 Powers of Attorney are included on the signature page
of this Registration Statement.
Exhibit 4.1
COMPAQ COMPUTER CORPORATION
DEFERRED COMPENSATION AND SUPPLEMENTAL SAVINGS PLAN
ARTICLE I.
ESTABLISHMENT AND PURPOSE
1.1. ESTABLISHMENT. Effective as of January 1, 1985, COMPAQ COMPUTER
CORPORATION (the "Company") established a deferred compensation plan for
eligible officers The plan, which was revised in November 1987, was known as
the "Compaq Computer Corporation Deferred Compensation Plan." Effective as of
April 1, 1985, the Company also established the "Compaq Computer Corporation
Excess and Supplemental Savings Plan" in order to provide additional benefits
to certain of its officers. As of July 23, 1992, the Company combined the
aforementioned plans, amending and restating them as the COMPAQ COMPUTER
CORPORATION DEFERRED COMPENSATION AND SUPPLEMENTAL SAVINGS PLAN (the "Plan").
The Company thereafter enhanced and preserved the benefits offered by
providing that Plan assets be held and invested by the Trustee (to be
appointed by the Company), pursuant to the terms of the Compaq Computer
Corporation Deferred Compensation and Supplemental Savings Trust dated
December 17, 1993 (the "Trust"). The Trustee invests the Plan assets with the
goal of achieving the hypothetical investment returns credited to Plan
Participants. Payments to the Participants are made first from the Trust and
second by the Company to the extent that the Trust assets are not sufficient.
The effective date of that amendment and restatement was December 17, 1993.
Effective January 1, 1995, the Plan is being restated to further enhance the
Plan and to improve its administration. The rights of any Participants in the
Plan and the rights of any individual who is an "Eligible Employee" (as
defined herein) on or after such effective date shall be governed by the Plan
as so amended and restated.
1.2. PURPOSE. The objective and purpose of the Plan is to attract
competent officers and key executives by offering flexible compensation
opportunities to officers and key executives of the Company, and to provide
them an opportunity to build an estate or supplement income for use after
retirement. The Plan is also intended to compensate the Participant for
amounts that cannot be credited to the Participant's accounts under the
Investment Plan (as hereinafter defined) by reason of the provisions of
Sections 401(a)(17), 401(k), 402(g), and 415 of the Code and the corresponding
provisions of the Investment Plan or by reason of the Participant's election
to participate hereunder.
1.3. APPLICATION OF PLAN. The Plan shall be applicable only with
respect to the eligible corporate officers and key executives of the Company.
This Plan is intended to be an unfunded plan maintained by the Company
primarily to provide deferred compensation for a select group of management
and highly compensated employees. As such the Plan shall be exempt from the
participation, vesting and funding requirements of Parts 2 and 3 of Title I of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and
shall be subject to the limited reporting and disclosure requirements (under
Part 1 of Title I of ERISA) applicable to such plans.
<PAGE>
ARTICLE II.
DEFINITIONS AND CONSTRUCTION
2.1. DEFINITIONS. Whenever used in the Plan, the following terms
shall have the meaning set forth below unless otherwise expressly provided:
(A) "ACCOUNTS" means the recordkeeping accounts which are maintained
under the name of a Participant to account for any Salary Deferral Amounts,
Bonus Deferral Amounts, Supplemental Amounts, and Credited Income thereon,
which may be credited from time to time.
(i) Salary Deferral Account--a separate subaccount maintained to
account for a Participant's Salary Deferral amount plus Credited Income
thereon.
(ii) Bonus Deferral Account--a separate subaccount maintained to
account for a Participant's Bonus Deferral Amount plus Credited Income
thereon.
(iii) Supplemental Account--a separate subaccount maintained to
account for a Participant's Supplemental Amount plus Credited Income thereon.
(B) "AFFILIATE" means an entity which is a member of a controlled
group of corporations (as defined in Section 414(b) of the Code) which
includes the Company.
(C) "ANNUAL ADDITION" means an "annual addition" within the meaning
of Section 415(c)(2) of the Code and as further defined in the Investment
Plan.
(D) "BENEFICIARY" means the person, persons or trust designated by a
Participant as provided in Section 11.1, or designated as a beneficiary under
the terms of Section 11.1.
(E) "BOARD OF DIRECTORS" means the Board of Directors of the Company.
(F) "BONUS" means any management incentive or other bonus award that
an Eligible Employee may become eligible to receive.
(G) "BONUS DEFERRAL AMOUNT" means that portion of an Eligible
Employee's Bonus which he has elected to defer, as provide in Section 5.3.
(H) "CHANGE OF CONTROL" shall be deemed to have occurred if: (i) any
"person" as such term is used in Sections 13(d) and 14(d) of the Exchange Act
(other than the Company, any trustee or other fiduciary holding securities
under any employee benefit plan of the Company, or any company owned, directly
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company), is or becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 30% or more of the
combined voting power of the Company's then outstanding securities; (ii)
during any period of two consecutive years individuals who at the beginning of
such period constitute the Board, and any new director (other than a director
designated by a person who has entered into an agreement with the Company to
effect a transaction describe in clause (i), (iii), or (iv) of this Section
2.1(h)) whose election by the Board or nomination for election by the
Company's stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of
the two-year period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a majority
of the Board of Directors; (iii) the stockholders of the Company approve a
merger or consolidation of the Company with any other corporation, other than
a merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving entity) more than 80% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation; provided, however, that a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no person acquires more than 30% of the
combined voting power of the Company's then outstanding securities shall not
constitute a Change in Control of the Company; or (iv) the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of all or substantially all of the
Company's assets.
(I) "CODE" means the Internal Revenue Code of 1986, as amended from time
to time.
(J) "COMMITTEE" means the committee of persons appointed by the Board of
Directors of the Company, as provided in Section 8.1. The Committee shall
serve as plan administrator within the meaning of ERISA.
(K) "COMPANY" means COMPAQ COMPUTER CORPORATION.
(L) "CREDITED INCOME" means the assumed earnings credited to Participant's
Account, as provided in Section 7.2.
(M) "DEFERRAL AMOUNTS" means Salary Deferral Amounts and/or Bonus Deferral
Amounts, as more fully described in Article V.
(N) "DEFERRAL PAYMENT DATE" means the payment date, as specified by a
Participant on his Salary Deferral Amount or Bonus Deferral Amount election
form, on which he elects to have his applicable amount paid or commence being
paid.
(O) "ELIGIBLE EMPLOYEE" means a key employee of the Company or an
Affiliate who has a grade 110 or above (or its equivalent) and who is a United
States resident paid on a United State payroll.
(P) "INVESTMENT OPTIONS" means the optional forms of determining Credited
Income with respect to Participants' Accounts, which the Committee, in its
discretion, may elect to establish pursuant to Section 7.2.
(Q) "INVESTMENT PLAN" means the Compaq Computer Corporation Investment
Plan, as it may be amended from time to time.
(R) "PARTICIPANT" means an Eligible Employee who has elected, under the
terms and conditions of the Plan, to defer payment of all or a portion of his
bonus or salary, and/or who is credited with a Supplemental Savings Amount. A
Participant who is not currently an Eligible Employee but whose Account under
this Plan is credited with a balance shall be referred to as an "Inactive
Participant." The term "Participant" shall include Eligible Employees, former
Eligible Employees, and employees other than Eligible Employees, so long as
any such individual has a balance credited to his Account.
(S) "PLAN" means the COMPAQ COMPUTER CORPORATION DEFERRED COMPENSATION AND
SUPPLEMENTAL SAVINGS PLAN as set forth herein, and as it may be amended from
time to time.
(T) "PLAN YEAR" means the 12-month period beginning each January 1 and
ending December 31 of such year.
(U) "PLAN YEAR QUARTER" means the three (3) month periods in each Plan
Year ending on March 31, June 30, September 30, and December 31, respectively.
(V) "SALARY DEFERRAL AMOUNT" means that portion of an Eligible Employee's
Base Salary that he has elected to defer, as provided in Section 5.2.
(W) "SUPPLEMENTAL AMOUNT" means the amount creditable to the Supplemental
Account of a Participant pursuant to Section 4.2.
2.2. GENDER AND NUMBER; SEVERABILITY. Except when otherwise
indicated by the context, any masculine terminology when used in the Plan
shall also include the feminine gender, and the definition of any term in the
singular shall also include the plural. In the event any provision of the
Plan shall be held invalid or illegal for any reason, any illegality or
invalidity shall not affect the remaining parts of the Plan, but the Plan
shall be construed and enforced as if the illegal or invalid provision had
never been inserted, and the Company shall have the privilege and opportunity
to correct and remedy such questions of illegality or invalidity by amendment
as provided in the Plan.
ARTICLE III.
PARTICIPATION
3.1. ELIGIBILITY. The Committee shall provide each Eligible Employee
with notice of his status as an Eligible Employee, so as to permit such
Eligible Employee the opportunity to make the elections provided for under
Article V. Such notice may be given at such time and in such manner as the
Committee may determine from time to time, and the Committee shall advise the
Eligible Employee of the time and manner for filing his election for which he
qualifies. Each Eligible Employee shall be eligible to participate in all
features of the Plan for which he qualifies. In addition, all Eligible
Employees who are subject to the contribution criteria set forth in Section
4.2 shall be eligible to receive credit for a Supplemental Amount for Plan
Years in which they are subject to such criteria.
3.2. PARTICIPATION.
(A) IN GENERAL. An Eligible Employee shall become a Participant in this
Plan as of the first day of the calendar year immediately following the
calendar year during which: (i) the Committee receives his deferral election
pursuant to Article V or (ii) the Committee credits the Participant with a
Supplemental Amount. Individuals becoming Eligible Employees on or after the
first day of any Plan Year may not become Participants and may not make
deferral elections except with respect to amounts otherwise payable in the
succeeding calendar year.
(B) CESSATION OF STATUS AS ELIGIBLE EMPLOYEE. If an Eligible Employee
with a Salary Deferral Amount and/or Bonus Deferral Amount election in effect
for a particular Plan Year ceases to be an Eligible Employee during such Plan
Year, his election with respect to a Salary Deferral Amount shall terminate
effective as of the close of the payroll period during which he ceases to be
an Eligible Employee. Such Employee's election with respect to his Bonus
Deferral Amount shall terminate as of the first day on which he no longer
qualifies as an Eligible Employee. The provisions in the preceding two
sentences relate only to the discontinuance of the Deferral Amount elections
for the remainder of the Plan Year in which the Employee terminates employment
or otherwise ceases to be an Eligible Employee. Amounts credited to such
person's Accounts under any such election prior to its discontinuance shall be
payable pursuant to the terms of such election.
ARTICLE IV.
SUPPLEMENTAL BENEFITS
4.1. SUPPLEMENTAL AMOUNT. Each Eligible Employee and Participant
shall be credited with a Supplemental Amount as provided in Section 4.2.
4.2. DETERMINATION OF SUPPLEMENTAL AMOUNT. Each Eligible Employee
shall be credited with a Supplemental Amount under the Plan for the applicable
Plan Year equal to the Eligible Employee's Salary Deferral Amounts, but in no
event in an amount greater than six percent (6%) of such Eligible Employee's
Considered Compensation as defined in the Investment Plan (calculated without
regard to Code Section 401(a)(17)) less an amount equal to such Eligible
Employee's actual or accrued Employer Matching Contribution as defined in the
Investment Plan; provided, however, that no Supplemental Amount shall be
credited to any employee of the Company or an Affiliate with respect to whom
the Company or an Affiliate funds or has promised to pay (whether by
individual contract or pursuant to or part of a plan or program that provides)
deferred compensation or pension benefits to such person other than pursuant
to the Investment Plan or this Plan.
ARTICLE V.
DEFERRAL AMOUNTS; DEFERRAL ELECTIONS
5.1. TYPES OF DEFERRAL AMOUNTS. There are two types of Deferral
Amounts that may be applicable to a Participant under the Plan: Salary
Deferral Amounts as described in Section 5.2, and Bonus Deferral Amounts as
described in Section 5.3.
5.2. SALARY DEFERRAL ELECTION.
(A) SALARY DEFERRAL AMOUNT. An Eligible Employee may elect to defer all
or any portion of 50% of his Base Salary (as hereinafter defined) which he may
be entitled to receive from the Company less any such Base Salary contributed
to the Investment Plan for the Plan Year. For purposes of this Section 5.2,
Base Salary is a Participant's regular gross salary that is subject to Social
Security Tax pursuant to Code Section 3100 et. seq. Notwithstanding anything
contained herein to the contrary, if a deferral hereunder would otherwise
result in the Participant's Base Salary not equaling or exceeding the Social
Security Contribution and Benefit Base as defined in Section 230 of the Social
Security Act, then only the regular gross salary exceeding the Social Security
Contribution and Benefit Base as defined in Section 230 of the Social Security
Act shall be deferred pursuant to this Section. The amount to be so deferred
shall be specified in such manner as shall be determined by the Committee.
(B) ELECTION OF SALARY DEFERRAL AMOUNT. To make an election of a Salary
Deferral Amount for any calendar year, the Eligible Employee must file a
deferral election form with the Committee in accord with such rules as are set
by the Committee, but in no event later than the last business day of the
calendar year preceding the Plan Year for which the election is made. Each
such election shall be made with respect to a specific calendar year and all
payroll periods applicable to the Eligible Employee which begin within such
calendar year. An election filed for a calendar year shall be applicable only
for such calendar year.
(C) TREATMENT OF NEW ELIGIBLE EMPLOYEES. If an individual first becomes
an Eligible Employee on or after the first day of a calendar year, such
Eligible Employee may not make a Salary Deferral Amount election for the
remaining payroll periods of such calendar year.
5.3. BONUS DEFERRAL ELECTION.
(A) BONUS DEFERRAL AMOUNT. An Eligible Employee may elect to defer all or
any portion of any Bonus he may be awarded by the Company. The amount to be
so deferred shall be specified in such manner as shall be determined by the
Committee. However, in no event may an Eligible Employee elect to defer any
portion of any Bonus unless the aggregate payments by the Company to him after
such deferral during the calendar year will equal or exceed the Social
Security Contribution and Benefit Base as defined in Section 230 of the Social
Security Act.
(B) ELECTION OF BONUS DEFERRAL AMOUNT. To make an election of a Bonus
Deferral Amount, the Eligible Employee must file a deferral election form with
the Committee. Each such election shall be made with respect to a calendar
year and with respect to some or all Bonus awards (which may be in varying
percentages) made by the Company within such calendar year. To make an
effective Bonus Deferral Amount election for a calendar year, the Eligible
Employee must file the appropriate deferral election form with the Committee
in accord with such rules as are set by the Committee, but in no event later
than the last business day of the calendar year preceding the Plan Year for
which the election is made.
(C) TREATMENT OF NEW ELIGIBLE EMPLOYEE. If an individual first becomes an
Eligible Employee on or after the first day of a calendar year, such Eligible
Employee may not make a Bonus Deferral Amount election for such calendar year.
5.4. DEFERRAL ELECTIONS. All Salary Deferral Amount and Bonus
Deferral Amount elections, as provided under Sections 5.2 and 5.3
respectively, shall be made on such deferral election forms as are prescribed
by the Committee. Each election form shall specify the nature of the Deferral
Amount, the form of payment which is to be applicable with respect to such
designated Deferral Amount, as provided in Article VI, the Beneficiary or
Beneficiaries to receive any death benefit applicable to the subject amount,
as provided in Sections 6.5 and 11.1 and the Deferral Payment Date on which
payment is to commence with respect to such Deferral Amount. Such Deferral
Payment Date must be at least three (3) years after the date of the filing of
the election form but in all events shall commence no later than the January
1, April 1, July 1 or October 1 following the fifth anniversary of the
employee's termination of employment with the Company or related entities.
Except as otherwise provided in this Article V, all such Salary Deferral
Amount and Bonus Deferral Amount elections shall become irrevocable for the
subject calendar year once the calendar year has commenced. An Eligible
Employee may change or revoke his Salary Deferral Election under Section 5.2
and may change or revoke his Bonus Deferral election under Section 5.3
pursuant to such rules as are set by the Committee but in no event may any
such election be amended or revoked after the last business day of the
calendar year preceding the Plan Year for which the election is made. Only
Eligible Employees may file deferral election forms as provided for in this
Section 5.4 and Sections 5.2 and 5.3, and Inactive Participants are not
eligible to file such forms.
ARTICLE VI.
PAYMENT OF BENEFITS
6.1. TIME OF PAYMENT OF DEFERRAL AMOUNTS. On each deferral election
form filed by a Participant, such Participant shall specify the Deferral
Payment Date on which benefit payments under the Plan are to be made or
commence with respect to the Deferral Amount covered by such deferral
election. In making such designation, the Participant may designate any
January 1, April 1, July 1, or October 1 date of a specified year after the
Plan Year as a Deferral Payment Date. Additionally, on such form the
Participant may elect that in all events payments shall commence no later than
on the first day of the calendar quarter next following the date on which the
Eligible Employee terminates employment with the Company and Affiliates.
Where an Eligible Employee has made a designation to receive an amount in
annual installments, as permitted under Section 6.2, his "Deferral Payment
Date" shall be the date on which the first installment payment is to be paid
and on the anniversary thereof in each subsequent years. If for any reason
the Eligible Employee fails to make an effective Deferral Payment Date
designation, his Deferral Payment Date for the amount that is the subject of
the deferral election shall be the first day of the calendar quarter next
following the date on which the Eligible Employee terminates employment with
the Company and related entities. Except as otherwise provided in this
Article VI, all benefit payments under the Plan with respect to Deferral
Amounts and Bonus Deferral Amounts shall be made to the Participant on the
Deferral Payment Dates as specified in his applicable deferral election forms,
as provided in the next preceding sentence (if applicable). Payments with
respect to Supplemental Amounts shall be made on the same dates and in the
same manner as the Salary Deferral Amounts for the same subject calendar year.
6.2. FORMS OF PAYMENT OF DEFERRAL AMOUNTS.
(A) IN GENERAL. On each deferral election form filed by a Participant,
such Participant shall specify the form of payment for the amounts
attributable to the Deferral Amount covered by such deferral election. In
making such designation, the Participant may designate payment in the form of
a single lump sum payment or payment in the form of annual installment
payments payable for not less than two (2) but no more than fifteen (15)
years. Annual installment payments will be paid once a year beginning on the
date specified on the applicable deferral election form, as provided in
Section 6.1. If for any reason the Participant fails to make an effective
designation under this Section 6.2, payment of the amount that is the subject
of the deferral election shall be made in the form of a single lump sum
payment on the date as specified in Section 6.1. Except as otherwise provided
in this Article VI, all benefit payments under the Plan with respect to a
Participant's Salary Deferral Amounts or Bonus Deferral Amounts shall be made
to the Participant in the payment forms as specified on his applicable
deferral election forms.
(B) PAYMENT OF DEFERRAL AMOUNTS FOLLOWING TERMINATION OF EMPLOYMENT. Upon
a Participant's termination of employment prior to attainment of age 55, the
Deferral Amounts shall be paid to such Participant as previously designated;
provided, however, that all lump sum or installment payments scheduled for
payment after the fifth anniversary of the Participant's termination of
employment shall be paid on the first day of the first calendar quarter next
following such fifth anniversary.
6.3. DISTRIBUTION OF ACCOUNTS FOR NEED. Notwithstanding the
provisions of Sections 6.1 and 6.2, a Participant shall receive a distribution
of his Accounts under the Plan in the event of a financial hardship that is
due to an unanticipated emergency beyond the control of the Participant or the
Participant's dependents or family. The Committee shall determine such
financial hardship in its sole and complete discretion, and any such
distribution shall be limited to the amount necessary to meet the emergency.
6.4. DEATH BENEFITS. If a Participant shall die with a balance
credited to his Accounts, such balance shall be paid to his applicable
designated Beneficiary or Beneficiaries as provided herein. With respect to
all amounts that have not been paid as of the Participant's death, the
then-current balance of each such amount payable to a designated Beneficiary
shall be paid to the designated Beneficiary under the form of payment as
elected for such Beneficiary, as provided for in Section 11.1. In the absence
of a designated form of payment to a Beneficiary, the Beneficiary shall be paid
in ten (10) annual installments, with the first of such annual installment
payments being paid to the designated Beneficiary on the first day of the first
calendar quarter next following the death of the Participant, and subsequent
installment payments being paid on the anniversaries of such date thereafter.
Each Beneficiary of a deceased Participant who is receiving the death benefit
payments provided for in this Section 6.4 shall have the amounts to be paid to
the Beneficiary credited to a subaccount in the name of the Beneficiary under
the deceased Participant's Account, and such subaccount shall be adjusted from
time to time as provided in Section 7.2, including, without limitation,
adjustments for the crediting of Credited Income thereto. The crediting of
such subaccount shall be for bookkeeping purposes and shall not represent a
transfer or segregation of assets for the benefit of such Beneficiary, but the
Beneficiary may select such Investment Options pursuant to Section 7.2 as if
the Beneficiary were A Participant.
6.5. CONSOLIDATION OF PAYMENTS. In any case where a Participant is
receiving more than one benefit payment under Section 6.2 and 6.3 during a
Plan Year, the Committee may, in its sole discretion, elect at any time during
such Plan Year to consolidate such payments into a lesser number of payments
payable on such Plan Year Quarter date as the Committee determines.
6.6. WITHHOLDING OF TAXES. The Company shall have the right to
deduct from all payments made under the Plan any federal, state or local taxes
required by law to be withheld with respect to such payments. The Company
shall reduce Bonus Deferral Amounts to make payments of any Social Security
taxes owed by a Participant attributable to such Bonus Deferral Amounts,
provided the Participant has not elected prior to the Plan Year with respect
to which such taxes are payable to make payment of such amounts, whether
directly or through payroll withholding.
6.7. MINIMUM DISTRIBUTIONS. If a Participant's employment with the
Company has terminated, and if such Participant has elected (or is entitled)
to receive distributions from the Plan in an amount (or which is reasonably
expected to be an amount) of less than $10,000 annually, the Committee in its
sole and exclusive discretion may pay to such Participant, in lieu of such
annual amount, the total vested balance in such Participant's Account
immediately upon termination. In the alternative, the Committee in its
discretion may increase such Participant's annual payments to $10,000 and
reduce the total number of payments to be paid in proportion to such increased
payment, but may not otherwise accelerate the time of the payments.
6.8. METHOD OF CALCULATION OF PAYMENTS. For purposes of computing
the amount of any distribution to a Participant or a Beneficiary, the balance
in such Participant's or Beneficiary's Account (as of the date preceding the
payment date) shall be multiplied by a fraction, the numerator of which equals
one and the denominator of which equals the number of years that such
Participant or Beneficiary has elected to defer payments under this Article
less the number of payments such Participant or Beneficiary has previously
received pursuant to this Section.
ARTICLE VII.
ACCOUNTS; CREDITED INCOME
7.1. PARTICIPANT ACCOUNTS. The Committee shall maintain, or cause to be
maintained, bookkeeping Accounts for each Participant for the purpose of
accounting for the Participant's beneficial interest under the Plan. The
establishment and maintenance of separate Accounts for each Participant shall
not be construed as giving any person an interest in assets of the Company or
a right to payment other than as provided hereunder. Benefits hereunder shall
constitute an unsecured general obligation of the Company, but the Company has
created reserves held in Trust in accordance with the terms thereof.
7.2. INVESTMENT OPTIONS; CREDITING OF INCOME. The Committee shall
credit Accounts with Credited Income at the rate of return generated by one
(1) or more of the Investment Options established by the Committee and
selected by the Participants. The Committee shall establish separate funds
for bookkeeping purposes to measure a hypothetical rate of return over a
period designated by the Committee. The Committee may, but need not, provide
for such options as are substantially similar (if not identical) to those
provided under the Investment Plan. Such Investment Options and the relevant
funds shall be established for bookkeeping purposes only and shall not require
the establishment of actual corresponding funds by the Committee or the
Company. Any establishment, addition or deletion of Investment Options shall
be in the sole and absolute discretion of the Committee. The Committee shall
promulgate uniform procedures applicable to all Participants for allocating
and transferring amounts credited to individual Accounts based on the
performances of the various Investment Options, and may, in its sole
discretion, establish uniform procedures for Participant direction and
election amongst such funds, including the designation of an Investment Option
for Participants in the absence of a Participant election. In the absence of
an election by a Participant of an Investment Option, the Participant will be
deemed to have elected an Investment Option that is or is substantially
equivalent to a short-term money market fund.
7.3. NATURE OF ACCOUNT ENTRIES. The establishment and maintenance of
Participants' Accounts shall be merely bookkeeping entries and shall not be
construed as giving any person an interest in any specific assets of the
Company or of any subsidiary of the Company or Trust or a right to payment or
other than as provided hereunder. Benefits hereunder shall constitute an
unsecured general obligation of the Company, but the Company has provided for
amounts to be held in trust on the Company's behalf under the Trust.
7.4. VESTING. A Participant shall have a fully vested and
nonforfeitable beneficial interest in the balance standing to the credit of
his Salary Deferral, Bonus Deferral and Supplemental Accounts as of any
relevant date, subject to the conditions and limitations on the payment of
amounts credited to such Accounts as provided in the Plan.
7.5. ACCOUNT STATEMENTS. The Committee shall provide each
Participant with a statement of the status of his Accounts under the Plan.
The Committee shall provide such statement annually and at such other times as
the Committee may determine from time to time, and such statement shall be in
the format as presented by the Committee.
ARTICLE VIII.
ADMINISTRATION OF THE PLAN
8.1. ADMINISTRATION. The Plan shall be administered by a committee
of persons appointed by the Board of Directors of the Company; provided,
however that such Committee may consist solely of one person. A majority of
the members of the Committee shall constitute a quorum and the acts of a
majority of the members present, or acts approved in writing by a majority of
the members without a meeting, shall be the acts of the Committee. The
Committee shall have that authority which is expressly stated in the Plan as
vested in the Committee and authority to make rules to administer and
interpret the Plan, to decide questions arising under the Plan, and to take
such other action as may be appropriate to carry out the purposes of the Plan.
8.2. RULES; CLAIMS FOR BENEFITS. The Committee shall adopt and
establish such rules and regulations with respect to the administration of the
Plan as it deems necessary and appropriate. In the event that a Participant,
a Beneficiary or the Company claims any right hereunder, he may submit such
information as he deems necessary or appropriate. The Committee and the
claimant shall in good faith attempt to resolve the claim in an expeditious
and informal manner. If the Committee and the claimant fail to resolve the
claim, a written notice of such failure shall be furnished to the claimant
within ninety (90) days after the claim is filed with the Committee. Such
notice shall refer, if appropriate, to pertinent provisions of the Plan or the
Trust, shall set forth in writing the reasons for denial of the claim and
where appropriate shall explain how the claimant can perfect the claim. If
the claim is denied, in whole or in part, the claimant shall also be notified
in writing that a review procedure is available. Thereafter, within ninety
(90) days after receiving the written notice of the Committee's failure to
resolve the claim, the claimant may request in writing, and shall be entitled
to one, de novo review meeting with a person or persons appointed by the
Company to review the Committee's decisions or findings (the "Reviewer"). The
Reviewer shall be independent of the Committee and the Company and not
reportable to any member of the Committee. In addition, the Reviewer shall
not have received any payment from the Company in the three years prior to his
appointment as Reviewer except for those payments to him for services as a
Reviewer. The claimant may present reasons why the claim should be allowed.
The claimant shall be entitled to be represented by counsel at this review
meeting. The claimant may also submit a written statement of his claim and
the reason for requesting a review of the claim. Such statement may be
submitted in addition to, or in lieu of, the review meeting. The Reviewer
shall develop and retain a new administrative record of all relevant
information. If the claimant does not request a review meeting within ninety
(90) days after receiving written notice of the Committee's failure to resolve
the claim, the claimant shall be deemed to have accepted the Committee's
written disposition, unless the claimant shall have been physically or
mentally incapacitated so as to be unable to request review within such
period. A decision on review of the claim by the Reviewer shall be made
within sixty (60) days after review, and a written copy of such decision shall
be delivered to the claimant and the Committee. If special circumstances
require an extension of the ordinary period, the Reviewer shall so notify the
claimant. In any event, if a claim is not determined within one hundred
twenty (120) days after submission for review, it shall be deemed to be
granted. The Reviewer shall have the right to request and receive from a
claimant such additional information, documents or other evidence as the
Reviewer may reasonably require. To the extent required by law, completion of
the claims procedures described in this Article VIII shall be a mandatory
precondition that must be complied with prior to the commencement of a legal
or equitable action by a person claiming rights under the Plan or the Trust.
The Committee and the claimant may by mutual agreement waive the procedures as
a mandatory condition to such action. In no event shall the claims procedure
set forth in this Article VIII be applied to circumvent or have the effect of
modifying either the manner of payment or the time of commencement of payment
under the terms of the Plan.
8.3. FINALITY OF DETERMINATIONS. Except as provided by law, all
determinations of the Reviewer to any matter arising under the Plan, including
questions of construction and interpretation, shall be binding and conclusive
upon all interested parties.
8.4. INDEMNIFICATION. To the extent permitted by law and the
Company's bylaws, the members of the Committee, the Reviewer, and the Trustee,
its agents, and the officers, directors, and employees of the Company shall be
indemnified and held harmless by the Company against and from any and all
loss, cost, liability, or expense that may be imposed upon or may be
reasonably incurred by them in connection with or resulting from any claim,
action, suit, or proceeding to which they may be a party or in which they may
be involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by them in settlement (with the
Company's written approval) or paid by them in satisfaction of a judgment in
any such action, suit or proceeding.
ARTICLE IX.
FUNDING
9.1. FUNDING. It is intended that the Company is under a contractual
obligation to make the payments when due under the Plan or as the Committee or
the Reviewer may direct. All amounts paid under the Plan shall be paid in
cash first, from Trust assets and then from the general assets of the Company.
Benefits hereunder and Credited Income shall also be reflected on the
accounting records of the Company, as provided for under the Plan. No
Participant shall have any right, title or interest whatsoever in or to any
investment reserves, trusts, accounts, or funds that the Company may purchase,
establish or accumulate to aid in providing the benefit payments described in
the Plan except as provided for under the Trust. Participants and
Beneficiaries shall not acquire any interest under the Plan greater than that
of unsecured general creditors of the Company. Shortly after the end of each
Plan Year the Committee will calculate the total Account Balances of all
Participants. If such aggregate balance exceeds the total net assets of the
Trust, the Company shall contribute such excess to the Trust. If the Trust's
net assets exceed the aggregate balance of the Participants' Accounts, the
Committee will credit such excess against any liabilities or other obligations
of the Company to the Trust. In that event funds of the Trust are returned to
the Company or paid for the benefit of its general creditors, all payment
obligations under this Plan shall be due immediately and the Company hereby
acknowledges that the obligations hereunder accrued not by reason of the
events described in this sentence but by reason of payments that otherwise
would have been paid previously, but for this Plan.
ARTICLE X.
AMENDMENT; TERMINATION; MERGER
10.1. AMENDMENT AND TERMINATION. The Committee may amend, modify, or
terminate the Plan at any time but in no event shall any such amendment,
modification, or termination result in a reduction in any Participant's
Account or postpone the time of payment thereunder as of the time of such
amendment, modification, or termination unless the Committee and any
Participant, Beneficiary or employee who suffers such a reduction or
postponement by reason of such proposed amendment, modification or
termination, consents in writing to such amendment, modification or
termination, and such consent is filed with the Committee in the calendar year
preceding the effective date of the proposed amendment, modification or
termination. Notwithstanding the foregoing sentence, the right to terminate
the Plan, amend the definition of Eligible Employee, or amend Section 4.2 of
the Plan shall be the exclusive right of the Board of Directors. In the event
of a termination of the Plan, no further deferral elections may be made under
the Plan and amounts which are then payable, or which become payable under the
terms of the Plan, shall be paid as scheduled in accordance with the
provisions of the Plan.
10.2. CHANGE OF CONTROL. In the event of a Change of Control of the
Company, all benefits hereunder shall become immediately due and payable if
the Participant voluntarily or involuntarily terminates employment on or
before the second anniversary of such change in control and each Participant
shall have the right to receive his benefits hereunder in a single lump sum
payment.
10.3. AUTOMATIC PAYMENT. Notwithstanding anything contained herein to
the contrary, if it has been finally determined that funds held pursuant to
this Plan and the relevant Trust or Credited Income are includable in the
taxable income of a Participant or his Beneficiary, such funds shall be
immediately distributed to such Participant or Beneficiary. For purposes of
this Section, a final determination shall occur when a decision is determined
by the highest court which could otherwise render a decision (or the
Participant and the Internal Revenue Service have reached a final agreement)
in this regard.
ARTICLE XI.
GENERAL PROVISIONS
11.1. BENEFICIARY DESIGNATION. A Participant shall designate a
Beneficiary or Beneficiaries who, upon his death, are to receive payments that
otherwise would have been paid to him under the Plan. All Beneficiary
designations shall be in writing and on a form prescribed by the Committee for
such purpose, and any such designation shall only be effective if and when
delivered to the Committee during the lifetime of the Participant. On the
Beneficiary designation form, the Participant may also designate the form of
payment to the designated Beneficiary. Any such designated form of payment
must be a form as permitted under the Plan. A Participant may from time to
time during his lifetime change a designated Beneficiary or Beneficiaries (or
change a designated form of payment to a Beneficiary) by filing a new
Beneficiary designation form with the Committee. In the event a designated
Beneficiary of a Participant predeceases the Participant, the designation of
such Beneficiary shall be void. If a designated Beneficiary dies after the
Participant, but before all death benefit payments relating to such
Beneficiary have been paid, the remainder of such death benefit payments shall
be continued to such Beneficiary's estate, unless the Participant had
designated on the applicable Beneficiary designation form a method of payment
to a contingent Beneficiary. In the event a Participant shall fail to
designate a Beneficiary or Beneficiaries with respect to any death benefit
payments, or if for any reason such designation shall be ineffective, in whole
or in part, any payment that otherwise would have been paid to such
Participant shall be paid to his estate, and in such event, his estate shall
be his Beneficiary with respect to such payments.
11.2. EFFECT ON OTHER PLANS. Deferred Amounts shall not be
considered as part of a Participant's compensation for the purpose of any
savings or pension plan maintained by the Company, but such amounts shall be
taken into account under all other employee benefit plans maintained by the
Company in the year in which such amounts would have been payable in the
absence of a deferral election; provided, however, that such amounts shall not
be taken into account to the extent the inclusion thereof would jeopardize the
tax-qualified status of the plan to which they relate.
11.3. NONTRANSFERABILITY. No right or interest of any Participant in
the Plan shall be assignable or transferable in whole or in part, either
voluntarily or by operation of law or otherwise, or be subject to payment of
debts of any Participant by execution, levy, garnishment, attachment, pledge,
bankruptcy, or in any other manner. Subject to Section 11.6 and
notwithstanding the foregoing, upon receipt of a copy of a decree from a court
of competent jurisdiction which finally declares a Participant's spouse as
having property rights to a portion of the amounts credited to such
Participant's Accounts, the Committee shall segregate such portion from the
Participant's Accounts and hold that portion for the benefit of the spouse.
For purposes of crediting Credited Income on and determining the timing of the
distribution of such segregated amounts, such segregated amounts shall be
treated as if they had remained part of the Participant's Account but subject
to such Investment Option elections as are made by the spouse. In receiving
payment of such amount, and in designating Beneficiaries, the Spouse shall be
treated as if he or she was a Participant; provided that the spouse shall not
be entitled to begin receiving payments hereunder before the earliest date
that the Participant could have recovered payments under this Plan.
11.4. PLAN NOT AN EMPLOYMENT CONTRACT. The Plan is not an employment
contract. It does not give to any person the right to be continued in
employment, and all Eligible Employees and employees remain subject to change
of salary, transfer, change of job, discipline, layoff, discharge, or any
other change of employment status.
11.5. APPLICABLE LAW. The Plan shall be governed and construed in
accordance with the laws of the State of Texas, except to the extent such laws
are preempted by any applicable Federal law.
11.6. QUALIFIED DOMESTIC RELATIONS ORDERS. Upon receipt of any court
order relating to the benefit payable to a Participant hereunder, the
Committee shall (a) notify the Participant and the "alternate payee(s)" of
such order and the Plan's procedures for determining the qualified status of
such order; and (b) segregate in a separate account in the Plan the amount
payable pursuant to such order. Within 18 months of receipt of such order,
the Committee shall determine whether the order is a "qualified domestic
relations order" (as defined in Section 414(p)(7) of the Code determined as if
the Plan were a qualified plan), pursuant to written administrative procedures
identical to those adopted by the Investment Plan in accordance with Section
414(p)(6) and (7) of the Code. If such order is a qualified domestic
relations order determined as if the Plan were a qualified plan, the Committee
shall pay the segregated amount to that alternate payee(s) entitled thereto.
Exhibit 4.2
COMPAQ COMPUTER CORPORATION
DEFERRED COMPENSATION AND SUPPLEMENTAL SAVINGS PLAN
First Amendment
---------------
Compaq Computer Corporation (the "Company") established the Compaq
Computer Corporation Deferred Compensation and Supplemental Savings Plan,
effective January 1, 1985, and as amended and restated effective January 1,
1995 (the "Plan"), and delegated the authority to amend the Plan under Section
10.1 to the Plan Administrative Committee (the "Committee") appointed under
Section 8.1 of the Plan. Effective as of January 2, 1998, the Committee does
hereby amend the Plan to read as follows:
1. The following definition shall be inserted after Section 2.1(j) of
the Plan as Section 2.1(k), and the remaining definitions shall be renumbered
accordingly:
"(k) 'COMMON STOCK' means common stock of the Company, par value $.01
per share."
2. The second sentence of Section 9.1 of the Plan is amended in its
entirety to read as follows:
"All amounts paid under the Plan shall be paid in cash, first from Trust
assets and then from the general assets of the Company; provided,
however, that the Committee may determine, in its discretion, to pay in
whole shares of Common Stock the portion of an Account that is deemed to
be invested in Common Stock for purposes of Section 7.2."
EXECUTED this 15 day of December, 1997.
COMPAQ COMPUTER CORPORATION
DEFERRED COMPENSATION AND
SUPPLEMENTAL SAVINGS PLAN
ADMINISTRATIVE COMMITTEE
By: /s/ Hans W. Gutsch
--------------------------
Exhibit 5.1
December 15, 1997
Compaq Computer Corporation
20555 S.H. 249
Houston, Texas 77070
Ladies and Gentlemen:
I am the Vice President and Associate General Counsel of Compaq Computer
Corporation ("Compaq") and have acted in such capacity in connection with
Compaq's Registration Statement on Form S-8 to register under the Securities
Act of 1933, as amended, the offer and sale of $50,000,000 of deferred
compensation obligations (the "Obligations") pursuant to the Compaq Computer
Corporation Deferred Compensation and Supplemental Savings Plan (the "Plan").
In connection therewith, I (or attorneys under my supervision) have examined
originals or copies, certified or otherwise identified to my satisfaction, of
such documents, corporate records, certificates of public officials and other
instruments as I have deemed necessary for the purpose of this opinion.
Upon the basis of the foregoing, I am of the opinion that the Obligations
have been duly authorized and, when and to the extent issued for adequate
consideration therefor in accordance with the Plan, will be legal, valid and
binding obligations of Compaq.
I consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Linda S. Auwers
Linda S. Auwers
Vice President and
Associate General Counsel
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Compaq Computer Corporation of our report dated
January 21, 1997, except as to Note 12, which is as of November 21, 1997,
which appears in the Current Report on Form 8-K dated November 21, 1997.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Houston, Texas
December 16, 1997
