Restricted stock units

This information generally applies to team members who have grants under the HPE plans. The treatment of any restricted stock units upon termination will depend on the reason for your termination and the timing of your termination. Generally, you forfeit unvested restricted stock units upon termination of employment. The release of restricted stock units and cash payments for restricted stock units for terminated team members also follow the same process as applies for active team members. Special considerations may apply if your HPE employment terminates due to death, disability, retirement, participation in a workforce reduction program, a corporate transaction (such as a spin-merge), or for cause:


Reason for termination Treatment of grants** under HPE's stock incentive plan

Death

Any unvested portion of your grant will vest provided you comply with the terms of your grant agreement or grant notice. Your designated beneficiary or estate will receive the shares or cash payment as a result of the vesting and settlement of the unvested portion of your restricted stock units.

Total and permanent disability

Any unvested portion of your grant will vest provided you comply with the terms of your grant agreement or grant notice.

Retirement under HPE's retirement policy*

Grants made before November 1, 2016: Any unvested portion of your grant will vest upon retirement, provided you comply with the terms of your grant agreement or grant notice.

Grants made on or after November 1, 2016: If you terminate three months or more following the grant date of your RSUs, vesting on any unvested time-based RSUs will continue to vest according to the original vesting schedule, provided you comply with the terms of your grant agreement or grant notice. If you voluntarily terminate prior to the three-month anniversary of the grant date of your RSUs, any unvested RSUs upon your termination date will be forfeited; if involuntary, the unvested RSUs will be prorated based on full months of service.

Participation in a workforce reduction program

The treatment of grants will be set in accordance with the workforce reduction program. Team members will receive information about the treatment of outstanding grants through the workforce reduction program website.

Corporate transaction (such as a spin-merge)

Please refer to Long-Term Incentives—Treatment upon Termination.

For cause

Generally, all unvested RSUs will be cancelled upon your termination of employment.

*The definition of retirement for purposes of equity grants (stock options, restricted stock units, long-term cash, and stock appreciation rights) may be different from the definition used for purposes of the Hewlett Packard Enterprise benefit plans (medical, etc.). The definition of retirement for equity in the U.S. is age 55 or older with at least 70 “points” (age-plus-qualifying service). Please contact global.equity@hpe.com for questions about what service at HPE-acquired companies is credited as qualifying HPE service for this purpose. Internationally, the definition of retirement depends on the country policy. If you have any questions regarding the treatment of your equity upon retirement in connection with your specific grants, contact Merrill Lynch. You can also verify eligibility for retirement treatment under your grants by reviewing your grant agreements and the applicable plan.

**For grants made in December 2018 or later while you were identified as a Europe-based team member, please note that any additional RSU vesting related to your retirement or participation in a workforce reduction program may be contingent on your having actively accepted the grant agreement through Merrill Lynch prior to your last day of work. Check your grant agreement to confirm.

Please note that in the case of equity grants acquired by Hewlett Packard Enterprise pursuant to a merger or an acquisition, the vesting rules on termination may be different. Check your grant agreement.

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