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Frequently Asked Questions Restricted Stock Awards and Restricted Stock Units

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Frequently Asked Questions Restricted Stock Awards and Restricted Stock Units Frequently Asked Questions Restricted Stock Awards and Restricted Stock Units Table of Contents Grant Date Status Change (LOA, termination) Vesting Date Selling or Transferring Shares Miscellaneous Grant Date Q1 What is a restricted stock award (RSA)? RSAs are an award of HP shares, which is subject to certain restrictions. When you receive an RSA you have the rights associated with owning HP common stock, including voting at the annual meeting of HP stockholders and receiving dividends; however, you do not have the right to sell, pledge or otherwise transfer the shares for a specified period of time (the vesting period). Once the vesting period expires and the restrictions lapse, you receive the shares of HP common stock and are free to hold, sell or transfer the shares. RSAs are granted at no cost to you, therefore the total value of the award on any given day is equal to the stock price on that day multiplied by the number of shares you received. The value of the award will increase and decrease, with the stock price, during the vesting period. Q2 What is the restriction or vesting period? The restriction, or vesting period, is the length of time before the restrictions lapse. For example, if you were granted 1,000 shares with 50% vesting after one year and 50% vesting after three years, then 500 shares would vest one year after the grant date and the remaining 500 shares would vest three years after the grant date. You will find the vesting period specific to your award in your Stock Notification and Award Agreement. Q3 Why are RSAs valuable? RSAs are valuable because you own the shares without any restrictions once the vesting period expires and the restrictions lapse. RSAs also allow you to receive the benefits of owning shares of HP common stock, like dividend payments and voting rights, during the restriction period. Q4 What is a restricted stock unit (RSU)? A RSU represents a hypothetical share of HP’s common stock. Like RSAs, you will not have the right to sell, pledge or otherwise transfer the RSUs or underlying shares for a specified period of time (the vesting period). Once the restrictions lapse at the end of the vesting period, you will receive one share of stock for each RSU. [Top] For example, if you were granted 1,000 RSUs with 50% vesting after one year and 50% vesting after three years, then 500 RSUs would vest one year after the grant date and the remaining 500 RSUs would vest three years after the grant date. Q5 What is a restricted stock unit (RSU) for cash? RSUs for cash have the same terms and conditions as the RSUs described above except when the restrictions lapse at the end of the vesting period, HP pays the recipient cash, in an amount equal to the value of the shares on the vesting date, instead of shares. HP grants RSUs for cash in countries where local laws and regulations limit the issuance of shares, currently China, South Africa and Vietnam. Q6 Do I have voting rights and a right to receive dividends on RSUs? No, you have neither voting rights nor do you receive dividend payments on the RSUs during the vesting period. Although you do not receive dividends on RSUs, you may receive dividend equivalents during the vesting period. Your Stock Notification and Award Agreement will indicate whether you will receive dividend equivalent payments. Once the vesting period lapses, you have voting rights on any shares distributed. Q7 How are dividend equivalents determined? Dividend equivalents are determined by calculating the cash dividend payable and converting it into additional RSUs based on the current stock price at the time of the dividend payment. For example, if you were granted 1,000 RSUs and the declared dividend was $0.08 per share, the dividend payment would equal $80 (1,000 units x $0.08 per share). Instead of receiving the $80 dividend in cash, you would be credited with an additional four RSUs ($80 / $20), assuming a $20 stock price at the time of dividend payment. Q8 Why would I receive Restricted Stock Units rather than a Restricted Stock Award? RSUs are granted in countries where local laws make it difficult to grant RSAs or where RSAs are taxed at grant, which would otherwise require the recipient to pay tax prior to the release of the shares. In these countries, employees received RSUs, which generally are taxable upon the vesting date(s). Generally, there is no difference between the monetary value of RSAs and RSUs, except for the payment of dividends. [Top] Q9 What are the differences between RSAs and RSUs? There are actually more similarities than differences in the two award types. The following chart provides a comparison: Restricted Stock Restricted Stock Unit Category Restricted Stock Unit Award for Cash Number of Number of stock units Number of stock Value shares of stock x x stock price units x stock price stock price Upon vesting, Shares Shares Cash you receive Accrued as Accrued as additional additional stock units Dividends Paid in cash stock units paid in paid in cash at shares at vesting vesting Voting Rights during vesting Yes No No period Q10 How are these types of awards taxed? The taxation of RSAs and RSUs differs by jurisdiction and you should consult with your tax advisor to determine the tax impact to you. In the United States, RSAs and RSUs generally are taxed when they vest. The taxable amount is determined based on the number of shares/units that vest and the stock price on the vesting date. Q11 What is the difference between restricted stock awards and stock options? A RSA is a grant of shares of HP common stock with certain benefits of ownership, such as dividends and voting rights. Upon vesting, you will automatically receive shares. The value of RSAs is the same as the current stock price. So, the RSA has value even if the current stock price fluctuates and goes below the stock price at the time the RSA was granted to you. In the United States, RSAs generally are taxable upon vesting when the shares become non-forfeitable. Stock options provide you the right to purchase company stock at a specified price (the grant price). You do not actually own shares until you exercise the stock option. The value of a stock option is typically determined as the difference between the current stock price and the grant price multiplied by the number of stock options (the spread). So, if the current stock price is higher than the grant price, the stock option has current or intrinsic value to you. If the current stock price is less than the grant price, the stock option is “underwater” and has no current or intrinsic value. In general, stock options are taxable when you exercise based upon the gain at exercise [(stock price at exercise – grant price) x number of stock options exercised] [Top] Each award type has its own advantages. For example, you control the taxation of stock options based upon your exercise decisions while RSAs are taxed upon vesting. On the other hand, RSAs continue to have value when the stock price decreases where stock options have no current value to you when the stock price is lower than the grant price. Here’s an example of the value of RSAs and stock options at various future stock prices and assuming the stock options are fully exercised at that stock price. Typically, fewer shares are granted under RSAs, as compared to stock options, given the lower risk profile of RSAs. Future Value Based on Various Stock Prices Equity Award Type $10 $20 $30 $40 $100,000 $200,000 10,000 Stock Options $0 $0 ($30- ($40- @$20 grant price $20)x10,000 $20)x10,000 4,000 RSAs $40,000 $80,000 $120,000 $160,000 Q12 Where and when can I see my RSA/RSU agreement? You can access your Stock Notification and Award Agreement online at the Stock Incentive Program website. You can also see your award on line in your Stock Incentive Award Report.. Your Stock Notification and Award Agreement will be available online for six months from the grant date. Restricted stock awards are designated as “RSA” and restricted stock units are designated as “RSA/U” in your Stock Incentive Award Report. Q13 Where is my RSA/RSU during the restriction period? When you receive a RSA/RSU award, Computershare Investor Services (Computershare), HP’s transfer agent, establishes a Direct Registration Service (DRS) account for you. If you already have an account with Computershare with the exact same registration details, that is name and address, your new award will be added to your existing account. Your award will be held in a restricted section of your DRS account until the award vests. Q14 How can I access my Direct Registration Service (DRS) account during the restriction period? When you receive a RSA/RSU award, Computershare will send you an account statement for your DRS account and some additional information. Global Equity Adminsitration will send you an email with your DRS account number. You can use your US social security number or your DRS account number to access your DRS account online if you register for Computershare’s Investor Centre at www.computershare.com by following the instructions at Register for Investor Centre using your social security number or Register for Investor Centre using your DRS account number. [Top] Q15 Why should I access my DRS account at Computershare with my RSA/RSU award during the restriction period? If you access your DRS account at Computershare during the vesting period, that is prior to the release of the restrictions, you can certify your tax status to reduce backup tax withholding, review the RSA/RSUs in your account, and keep Computershare updated with your current address.
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