Severance Agreement – Hewlett-Packard

AGREEMENT (“AGREEMENT”)
Marcela Perez de Alonso (“EMPLOYEE”)

This Agreement is subject to approval by the HR & Compensation Committee
of the Board (“HRC”) of Hewlett-Packard Company. The HRC is scheduled to meet on
March 23, 2011, at which time management will recommend approval of this
Agreement.

1. Separation Date and Payment.
Employee Marcela Perez de Alonso, who has voluntarily resigned, agrees that her
employment with Hewlett-Packard Company, or the subsidiary legal entity by which
she is employed (collectively, “HP”), will end May 6, 2011 (“Separation Date”).
In consideration for Employee153s remaining employed until May 6, 2011 and for
agreeing to provide consulting services post-termination to HP until May 4, 2012
(the “Consulting Period”), Employee shall receive the amounts and/or benefits
(the “Benefits”) from HP set forth in this Agreement. During the Consulting
Period, Employee shall be available, upon reasonable notice and at reasonable
times, to provide consulting services and transition assistance to her successor
and to provide consulting advice and related support to the HP Human Resources
department; provided, however, that Employee will be given at least one week153s
advance notice if HP requires her to provide services outside the Employee153s
state of residence at the time of the request. In providing these consulting
services, Employee shall be acting as an independent contractor of HP and not an
employee, and Employee will report only to, and take requests only from, HP153s
chief executive officer and HP153s Executive Vice President of Human Resources.
All such consulting services will be provided telephonically whenever possible
and in person only when necessary. Notwithstanding the above, in no event will
the level of such consulting services to be performed by Employee exceed 20% of
the average level of services performed by Employee over the 36 month period
immediately preceding the Employee153s Separation Date.

On May 6, 2011, in exchange for your execution of a Release and Acceptance of
Protective Covenants (Attachment 1), such that such Release and Acceptance of
Protective Covenants is irrevocable by such date, Employee will receive a bonus
of six hundred thousand Dollars ($600,000), less applicable withholdings and
deductions, payable as a lump sum (the “Bonus”). In consideration for Employee153s
provision of consulting services during the Consulting Period, Employee will
receive a second lump sum payment of one million, two hundred thousand Dollars
($1,200,000) (the “Consulting Payment”) on May 4, 2012. Should Employee die or
become “disabled” (determined in accordance with HP153s long-term disability
policy and Section 409A of the Internal Revenue Code) prior to May 4, 2012,
Employee will receive, upon such death or disability, a pro rata portion of the
Consulting Payment based on the percentage of the Consulting Period that has
passed.

Employee understands HP will not release the Bonus until she has signed and
returned the attached Release and Acceptance of Protective Covenants (the
“Release”). Employee expressly acknowledges that the Bonus set forth herein is
more than HP is required to provide under its regular policies and procedures.
This Agreement does not affect any equity, vacation, health and/or retirement
benefits to which she may be entitled following her separation pursuant to
applicable law or the terms of the relevant benefit plan and/or equity
agreement. Employee acknowledges that she is not part of any formal workforce
reduction program, early retirement program or the like, and therefore not
eligible for benefits associated with any such program.

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2. Entire
Agreement. This Agreement, in combination with the
Release attached as Attachment 1, sets forth the entire agreement between
Employee and HP concerning the termination of her employment, except insofar as
the protection of confidential and proprietary information, ownership of
intellectual property, and other post employment restrictions are concerned as
set forth in Paragraphs 3 and 4 of the Release, and supersedes any other written
or oral promises concerning the subject matter of this Agreement. Employee has
not relied on any representations or statements not set forth in this Agreement
with regard to the subject matter, basis or effect of this Agreement.

3. Confidential Nature of
this Agreement. Employee agrees that she will not
reveal any information regarding the offer of the Benefits, or this Agreement,
to anyone except: (a) her immediate family and her attorneys and accountants,
all of whom must agree to keep such information confidential; (b) to the extent
required in any report under the Securities Exchange Act of 1934, as amended, or
rules and regulations thereunder; or (c) as otherwise required by law.

4. Execution in
Counterparts; Applicable Law. This Agreement may
be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. This Agreement will be governed by the laws of the state in which
Employee resides at the time of its enforcement. Any dispute between the
parties hereto shall be heard exclusively in the United States District Court
for the Southern District of Florida (or if no Federal jurisdiction exists, in
the state courts located in Miami, Florida).

5.
Reimbursements. HP shall reimburse Employee for all
reasonable expenses incurred by Employee in performing the consulting services
under this Agreement, with such reimbursements to be made within 30 days after
Employee submits a claim for reimbursement (and in all events by the last day of
the year following the year in which the underlying expense was incurred). In
addition, HP shall reimburse Employee for the legal fees incurred by Employee in
the negotiation and execution of this Agreement, with such reimbursement to be
made within 30 days after the execution of this Agreement.

EMPLOYEE HAS BEEN ADVISED TO DISCUSS ALL ASPECTS OF THIS AGREEMENT WITH AN
ATTORNEY OF HER CHOICE. EMPLOYEE HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL
THE PROVISIONS OF THIS AGREEMENT, AND SHE VOLUNTARILY AGREES TO IT.

/s/ Marcela Perez de Alonso			Hewlett-Packard
Marcela Perez de Alonso
Date:	March 22, 2011		By:	/s/ L o Apotheker
Hewlett-Packard			Date:		March 25, 2011

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Attachment 1

RELEASE AND ACCEPTANCE OF PROTECTIVE
COVENANTS

1. Context of
Agreement. I agree that my employment with
Hewlett-Packard Company (“HP”) will end May 6, 2011. I understand that I will
receive the Bonus set forth in the attached Agreement only if I sign and do not
revoke this Release and Acceptance of Protective Covenants (“Release”). I agree
that the terms of the Agreement are incorporated by reference in this Release
and are intended to supersede and extinguish any other obligation that HP may
have to pay me severance or other benefits upon termination, including but not
limited to any agreements or understandings, whether oral or written, made at
any time prior to the effective date of this Release. I acknowledge that I am
not part of any formal workforce reduction program, early retirement program or
the like, and therefore not eligible for benefits associated with any such
program. All capitalized terms used herein but not otherwise defined shall have
the meanings set forth in the Agreement.

2. Release of All
Claims. In exchange for HP153s payment of the
Bonus, I release and forever discharge HP, its subsidiaries and affiliates, and
their past, present and future successors, officers, directors, agents and
employees, whether or not acting in their official capacity, from all liability,
claims, damages and causes of action of every kind in connection with matters,
facts or events through the effective date of this Release. This release
extends, without limitation, to all “wrongful discharge” claims, claims relating
to any contract of employment, express or implied, any covenant of good faith
and fair dealing, express or implied, any tort of any nature, or any federal,
state, or local statute or ordinance, any claim for employment discrimination,
including harassment, any claim under Title VII of the Civil Rights Act of 1964,
as amended, the Age Discrimination in Employment Act (“ADEA”), the Older Workers
Benefit Protection Act, 42 U.S.C. 1981, the Worker Adjustment and Retraining
Notification Act, the Employee Retirement Income Security Act, or any other
federal or state laws relating to employment or employment discrimination, and
any claims for attorney153s fees and costs. This release extends to any claims
that may be brought on my behalf by any person or agency, as well as any class
or representative action under which I may have any rights or benefits; I agree
not to accept any recovery or benefits under any such claim or action, and I
assign any such recovery or benefits to HP. This release does not apply to any
claims arising under the ADEA after the effective date of this Release; this
release does not, and shall not be construed as an attempt to, waive or release
any claim or right that cannot lawfully be waived or released by private
agreement between myself and HP. In addition, this release shall not apply to
any of my rights under the Agreement (including to receive the Bonus, the
Consulting Payment or the reimbursements set forth therein).

3. Return of Property;
Confidential Information; Goodwill. I agree to
return to HP all company-owned computers, peripherals, supplies and equipment,
and all confidential and proprietary information and other property of HP. I
understand and agree that the contracts that I have entered with HP regarding
confidential and proprietary information, inventions, developments, and other
intellectual property will remain in effect, including without limitation

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the most current Agreement Regarding Confidential Information and Proprietary
Developments or similar agreement regarding confidential information and
intellectual property binding upon me immediately prior to the termination of my
employment (the “ARCIPD”). I acknowledge that such contract(s) as well as
applicable law prohibit unauthorized use or disclosure of HP153s trade secrets,
confidential business and technical information and know-how not generally known
to the public, as well as information that HP receives from others under an
obligation of confidentiality (together, “Confidential Information”). I confirm
my willingness to abide by such restrictions on unauthorized use or disclosure
of Confidential Information. I recognize and agree that, to the extent my
position with HP has involved contact with customers, suppliers, or employees of
HP, I have been paid to develop goodwill for HP153s benefit with these persons and
businesses, not for purposes of personal gain independent of HP153s interests.

4. Protective
Covenants. I acknowledge that a simple agreement
not to disclose or use HP153s Confidential Information would be inadequate,
standing alone, to protect HP153s legitimate business interests because some
activities by a former employee like myself will, by their nature, compromise
such Confidential Information as well as the goodwill and customer relationships
I have been paid to develop for HP. I recognize that activities that violate
HP153s rights in this regard, whether or not intentional, are often undetectable
by HP until it is too late to obtain any effective remedy, and that such
activities will cause irreparable injury to HP. To prevent this kind of
irreparable harm, and as an amendment and restatement of my obligations if I
have already agreed to the restrictions below in an ARCIPD or other agreement, I
agree that from the date of this Release through May 6, 2012, I will abide by
the following “Protective Covenants”:

(a) No Conflicting Business
Activities. I will not provide services to a
Competitor in any role or position (as an employee, consultant, or otherwise)
that would involve Conflicting Business Activities;

(b) No Solicitation of
Customers. I will not (in person or through
assistance to others) knowingly participate in soliciting or communicating with
any customer of HP in pursuit of a Competing Line of Business if I either had
business-related contact with that customer or received Confidential Information
about that customer in the last two years of my employment at HP;

(c) No Solicitation of HP
Employees. I will not (in person or through
assistance to others) knowingly participate in soliciting or communicating with
an HP Employee with the title of “director” or above or any employee in HP153s
human resources department for the purpose of persuading or helping such HP
Employee to end or reduce his or her employment relationship with HP if I either
worked with that HP Employee or received Confidential Information about that HP
Employee in the last two years of my employment with HP; and

(d) No Solicitation of HP
Suppliers. I will not (in person or through
assistance to others) knowingly participate in soliciting or communicating with
an HP Supplier for the purpose of persuading or helping the HP Supplier to end
or modify to HP153s detriment an existing business relationship with HP if I
either worked with that HP Supplier or received Confidential Information about
that HP Supplier in the last two years of my employment with HP.

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As used here, “Competitor” means an individual, corporation,
other business entity or separately operated business unit of an entity that
engages in a Competing Line of Business. “Competing Line of
Business” means a business that involves a product or service offered
by anyone other than HP that would replace or compete with any product or
service offered or to be offered by HP as of the date of this Release with which
I had material involvement while employed by HP unless HP and its subsidiaries
are no longer engaged in or planning to engage in that line of business.
“Conflicting Business Activities” means job duties or other
business-related activities in the United States or in any other country where
the HP business unit in which I worked does business, or management or
supervision of such job duties or business-related activities, if such job
duties or business-related activities are the same as or similar to the job
duties or business-related activities in which I participated or as to which I
received Confidential Information in the last two years of my employment with
HP. “HP Employee” means an individual employed by or retained
as a consultant to HP or its subsidiaries. “HP Supplier” means
an individual, corporation, other business entity or separately operated
business unit of an entity that regularly provides goods or services to HP or
its subsidiaries, including without limitation any OEM, ODM or subcontractor.

5. Enforcement as
Settlement; Notice. I make these agreements to
fully settle and resolve any disputes between the parties regarding specific
restrictions on my future conduct that will be reasonable, necessary, and
enforceable to protect HP153s Confidential Information and other legitimate
business interests, in exchange for the Bonus and other good and valuable
consideration provided to me through this Release. The Protective Covenants are
ancillary to the other terms of this Release, my ARCIPD, my Confidential
Information protection and return obligations, and my employment relationship
with HP. This Release benefits both me and HP because, among other things, it
provides finality and predictability for both me and the company regarding
enforceable boundaries on my future conduct. Accordingly, I agree that this
Release and the restrictions in it should be enforced under common law
rules favoring the enforcement of settlement agreements. For these reasons, I
agree that I will not pursue any legal action to set aside or avoid application
of the Protective Covenants. If I accept a position with a Competitor at any
time before May 6, 2012, I will promptly give written notice to the senior Human
Resources manager for the HP business sector in which I worked, with a copy to
HP153s General Counsel, and will provide HP with the information it needs about my
new position to determine whether such position would likely lead to a violation
of this Release (except that I need not provide any information that would
include the Competitor153s trade secrets). I understand HP will have the right to
an early resolution conference with me (with or without a mediator), if it so
chooses, in which I will cooperate in good faith to resolve any issues of
concern raised by HP regarding my new position.

6. Relief;
Extension. I understand that if I violate this
Release (particularly the Protective Covenants), HP will be entitled to
(i) injunctive relief by temporary restraining order, temporary injunction,
and/or permanent injunction, (ii) recovery of the attorney153s fees and costs
incurred by

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HP in obtaining such relief where allowed by law, and (iii) any other legal
and equitable relief to which HP may be entitled. Injunctive relief will not
exclude other remedies that might apply. If I am found to have violated any
restrictions in the Protective Covenants, then the time period for such
restrictions will be extended by one day for each day that I am found to have
violated them, up to a maximum extension equal to the time period originally
prescribed for the restrictions.

7. No Disparagement; No
Return to Employment. I will not at any time
disparage HP or its products, services or business practices or make any unfair
or misleading statement regarding same. Except as otherwise provided in the
Agreement, I agree that I will not apply for or accept any position as an
employee or consultant with HP or its subsidiaries at any time in the future,
and I agree that I will not at any time make any claim against HP or its
subsidiaries for failure to employ or retain me. No waiver or amendment of this
provision (paragraph 7) will be effective unless it is in writing, refers to
this provision, and is signed by an Executive Vice President of HP.

8.
Cooperation. I agree to cooperate with
and assist HP and its legal counsel in connection with any current or future
litigation, investigation or other legal matters involving HP about which I have
knowledge or information including by making myself available at mutually
convenient times and reasonable locations. I understand HP will reimburse me for
reasonable travel expenses and other reasonable costs incurred as a result of,
and directly related to, my cooperation (with such reimbursement to occur within
30 days after the date I submit a claim for reimbursement, and in all events by
no later than the last day of the year following the year in which the expense
was incurred). In the event I am made aware of any issue or matter related to
HP, asked by a third party to provide information regarding HP, or called other
than by HP as a witness to testify in any matter related to HP, I agree to
notify HP immediately in order to give HP a reasonable opportunity to respond
and/or participate in such proceeding or matter.

9. Entire Agreement; Waiver
and Amendment. This Release and the Agreement set
forth the entire agreement between me and HP concerning the termination of my
employment, and supersede any other written or oral promises concerning the
subject matter of this Release and the Agreement. I have not relied on any
representations or statements not set forth in this Release with regard to the
subject matter, basis or effect of this Release. No waiver or amendment of this
Release will be effective unless it is in writing, refers to this Release, and
is signed by an Executive Vice President of HP.

10. Time for Acceptance and
Revocation. If I am 40 years of age or over, I
understand and agree that: (a) I have up to 21 days to consider this Release
before executing it; (b) I have carefully read and fully understand all the
provisions of this Release; (c) through this Release, I am releasing HP from any
and all claims I may have against HP under the Age Discrimination in Employment
Act, 29 U.S.C. §621, et seq; (d) I knowingly and voluntarily agree to the terms
in this Release; (e) I knowingly and voluntarily intend to be legally bound by
the same; (f) I was advised and hereby am advised in writing to consider the
terms of this Release and consult with an attorney of my choice prior to
executing it; (g) I will have seven days following the execution of this Release
to revoke it, and this Release shall not become effective or enforceable until
the

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revocation period has expired; (h) to revoke the Release, I must notify HP in
writing, and such notification must be received no later than 5:00 p.m. on the
seventh day following the date I sign this Release, addressed to HP153s General
Counsel; and (i) I was advised, understand and agree that changes in this
Release, whether or not material, will not start a new 21- day consideration
period nor a new seven-day revocation period. If I am under age 40, I
understand and agree to all the same points, except that I have up to ten days
to consider this Release; I will have three days following the execution of this
Release to revoke it; to revoke it, I must notify HP in writing, and such
notification must be received no later than 5:00 p.m. on the third day following
the date I sign, addressed to HP153s General Counsel; and I understand that
changes in this Release will not start a new ten-day consideration period nor a
new three-day revocation period.

11.
Taxes. I understand that any taxes that
become due as a result of any payment or transaction contemplated by this
Release including the attached Agreement are my sole responsibility.

12. Confidential Nature of this
Agreement. I agree that I will not reveal any
information regarding the Agreement or this Release to anyone except (a) to my
immediate family and my attorneys and accountants, all of whom must agree to
keep such information confidential, (b) to the extent required in any report
under the Securities Exchange Act of 1934, as amended, or rules and regulations
thereunder, or (c) to the extent otherwise required by law. Notwithstanding the
foregoing, I may disclose the substance of this Release (but not the value of
the payments and benefits described in the Agreement) to any future employer or
prospective employer as reasonably necessary for purposes of compliance with
this Release. If anyone asks me about the circumstances of my termination at
HP, I will reply by saying only that I have voluntarily resigned from the
company.

13. Severability; Authority for
Revision. If any provision contained in this
Release is determined to be void, illegal or unenforceable, in whole or in part,
then the other provisions contained herein will remain in full force and effect
as if the provision so determined had not been contained herein. If the
restrictions provided in this Release are deemed unenforceable as written, the
parties expressly authorize the court to revise, delete, or add to such
restrictions to the extent necessary to enforce the intent of the parties and to
provide HP153s goodwill, Confidential Information, and other business interests
with effective protection. The title and paragraph headings in this Release are
provided for convenience of reference only, and shall not be considered in
determining its meaning, intent or applicability. Any dispute between the
parties hereto shall be heard exclusively in the United States District Court
for the Southern District of Florida (or if no Federal jurisdiction exists, in
the state courts located in Miami, Florida).

I HAVE BEEN ADVISED TO DISCUSS ALL ASPECTS OF THIS RELEASE WITH AN ATTORNEY
OF MY CHOICE. I HAVE CAREFULLY READ AND FULLY UNDERSTAND ALL THE PROVISIONS OF
THIS RELEASE, AND I VOLUNTARILY AGREE TO IT.

/s/ Marcela Perez de Alonso
Marcela Perez de Alonso
Date:	March 22, 2011

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