{"id":39237,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-hewlett-packard-co-and-carleton-s.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-hewlett-packard-co-and-carleton-s","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-hewlett-packard-co-and-carleton-s.html","title":{"rendered":"Employment Agreement &#8211; Hewlett-Packard Co. and Carleton S. Fiorina"},"content":{"rendered":"<pre> \n                            HEWLETT-PACKARD COMPANY\n\n                             EMPLOYMENT AGREEMENT\n\n\n     This Agreement is made as of the 17th day of July, 1999 by and between\nHewlett-Packard Company (the 'Company'), and Carleton S. Fiorina (the\n'Executive').\n\n1.   Duties and Scope of Employment.\n     ------------------------------ \n\n     (a)  Positions; Duties.  During the Employment Term (as defined in Section\n2), the Company shall employ Executive as the President and Chief Executive\nOfficer of the Company.  Executive shall report solely and directly to the Board\nof Directors of the Company (the 'Board').  All other employees of the Company\nshall report to Executive or her designee and not directly to the Board.  During\nthe Employment Term, Executive shall have such responsibilities, duties and\nauthorities as commensurate with chief executive officers of public entities of\nsimilar size and, in particular, shall be, in addition to being responsible for\nthe operations of the Company, the chief external representative of the Company.\nThe role and responsibilities of the Chairman of the Company shall be limited to\nchairing the Board and mentoring and counseling the Chief Executive Officer when\nand as requested by her and such other matters as the Chairman and Executive may\nagree, and within thirty (30) days after the Employment Commencement Date, the\nBy-laws of the Company shall be amended accordingly.  The Board shall, in good\nfaith, consider Executive's advice and recommendations, if any, in connection\nwith any appointments or nominations to the Board.  For so long as Executive\nremains President and Chief Executive Officer of the Company, the Board will\n\n \nnominate Executive to the Board and, if elected, Executive shall serve in such\ncapacity without additional consideration.\n\n     (b)  Obligations.  During the Employment Term, Executive shall devote\nsubstantially all of her business efforts and time to the Company.  Executive\nagrees, during the Employment Term, not to actively engage in any other\nemployment, occupation or consulting activity for any direct or indirect\nremuneration without the prior approval of the Board; provided, however, that\nExecutive may (i) serve in any capacity with any professional, community,\nindustry, civic, educational or charitable organization, (ii) serve as a member\nof corporate boards of directors on which Executive currently serves and, with\nthe consent of the Board (which consent shall not be unreasonably withheld or\ndelayed), other corporate boards of directors and (iii) manage her and her\nfamily's personal investments and legal affairs so long as such activities do\nnot materially interfere with the discharge of Executive's duties.\n\n2.   Employment Term.  The Company hereby agrees to employ Executive and\n     ---------------                                                    \nExecutive hereby accepts employment, in accordance with the terms and conditions\nset forth herein, commencing on July 17, 1999 (the 'Employment Commencement\nDate').  The period of Executive's employment hereunder is referred to herein as\nthe 'Employment Term.'  Executive and the Company understand and acknowledge\nthat Executive's employment with the Company constitutes 'at-will' employment.\nSubject to the Company's obligation to provide severance benefits as specified\nherein, Executive and the Company acknowledge that this employment relationship\nmay be terminated at any time, upon written notice to the other party, with or\nwithout Cause or Good Reason and for any or no cause or reason, at the option of\neither the Company or Executive.\n\n                                      -2-\n\n \n3.   Compensation\/Benefits.  During the Employment Term, the Company shall pay\n     ---------------------                                                    \nand provide Executive the following:\n\n     (a)  Cash Compensation.  As compensation for her services to the Company,\nExecutive shall receive a base salary ('Base Salary') and shall be eligible to\nreceive additional variable compensation.  As of the Employment Commencement\nDate, Executive's annualized Base Salary shall be $1,000,000, and her annual\nvariable compensation amount shall be targeted at no less than $1,250,000 (the\n'Target Bonus' which, together with the Base Salary, shall be referred to herein\nas 'Target Pay'), with an opportunity to earn up to at least $3,750,000 in\nannual variable compensation.  Except as provided herein, during the Employment\nTerm, Executive's Base Salary and variable compensation for the fiscal year of\nthe Company shall be determined in accordance with the Company's 1999 Variable\nPay Plan as in effect as of the Employment Commencement Date, as amended, or any\nsuccessor plan (the 'Variable Pay Plan').  During the Employment Term, the\nCompensation Committee of the Board (the 'Compensation Committee') shall review\nExecutive's Base Salary and variable compensation then in effect at least\nannually and shall increase such amounts as the Compensation Committee may\napprove.  Such Base Salary and variable compensation shall be payable in\naccordance with the Company's normal payroll practices and, in the case of\nvariable compensation, in accordance with the terms of the Variable Pay Plan,\nexcept as otherwise provided herein.  No increase in Base Salary shall be used\nto offset or otherwise reduce any obligations of the Company to Executive\nhereunder or otherwise.\n\n     (b)  Joining Bonus.  Within fifteen (15) business days after the Employment\nCommencement Date, the Company shall pay Executive a one-time lump sum cash\npayment in the \n\n                                      -3-\n\n \namount of $3,000,000, reduced by any annual cash bonus Executive receives from\nher prior employer for the fiscal year ending September 30, 1999. If such annual\ncash bonus is paid after Executive receives the aforesaid payment, Executive\nshall refund to the Company an amount equal to the amount of such annual cash\nbonus received by her.\n\n     (c)  Fiscal Years 1999 and 2000 Bonuses.\n\n          (i)  Pro-Rated Fiscal Year 1999 Bonus.  Executive shall receive a cash\n               --------------------------------                                 \nbonus on account of, and subject to, her employment with the Company through the\nend of the Company's 1999 fiscal year equal to $1,250,000 multiplied by a\nfraction, determined by dividing the number of days from the Employment\nCommencement Date through the Company's 1999 fiscal year-end, by 365, payable as\na single lump sum cash payment in accordance with the normal payment practices\nunder the Variable Pay Plan (the 'Guaranteed 1999 Bonus').\n\n          (ii) Fiscal Year 2000 Bonus.  For the Company's 2000 fiscal year,\n               ----------------------                                      \nsubject, except as otherwise provided herein, to her continued employment with\nthe Company through the end of the 2000 fiscal year, Executive shall be\nguaranteed a minimum bonus of $1,250,000, payable as a single lump sum cash\npayment in accordance with the normal payment practices under the Variable Pay\nPlan (the 'Guaranteed 2000 Bonus')\n\n     (d)  Equity Compensation.\n\n          (i)  Stock Options.  The Compensation Committee of the Board, which\n               -------------                                                 \nadministers the Company's 1995 Incentive Stock Plan (the '1995 Plan'), has\nawarded Executive, as \n\n                                      -4-\n\n \nof the Employment Commencement Date, a non-qualified stock option (the 'Stock\nOption') under the Company's 1995 Plan to purchase a total of 600,000 shares of\nCompany common stock, $1 par value (the 'Common Stock'), with a per share\nexercise price equal to 100% of the fair market value of the Company's Common\nStock as of the Employment Commencement Date as determined under the 1995 Plan.\nThe Stock Option is for a term of 10 years (subject to earlier termination as\nprovided in the 1995 Plan. In the case of termination by the Company without\nCause, voluntary termination by Executive for Good Reason, death or a Disability\nTermination, the Stock Option and any other Company stock option then held by\nExecutive shall remain exercisable (to the extent vested on the date of\ntermination) until the earlier of one year from the employment termination date\nor the expiration of the option. Subject to accelerated vesting as set forth in\nthis Agreement, the Stock Option shall vest and become exercisable as to 25% of\nthe shares originally subject to the Stock Option on each anniversary of the\nEmployment Commencement Date, so as to be 100% vested on the four year\nanniversary thereof, conditioned upon Executive's continued employment with the\nCompany as of each vesting date. Executive may, but need not, exercise the Stock\nOption or any other stock option granted to Executive with a loan from the\nCompany in accordance with Section IX of the 1995 Plan. The Stock Option shall\nin all respects be subject to the terms, definitions and provisions of the 1995\nPlan and the standard form of stock option agreement, a copy of which has been\ngiven to Executive, as modified by the terms of this Agreement.\n\n          (ii) Restricted Stock.  The Compensation Committee of the Board has\n               ----------------                                              \nawarded Executive as of the Employment Commencement Date, 290,000 shares of the\nCompany's Common Stock under the 1995 Plan (the 'Restricted Stock').  Subject to\naccelerated vesting as set forth in this \n\n                                      -5-\n\n \nAgreement, the Restricted Stock shall vest (i.e., the forfeiture of the\n                                            ----\nRestricted Stock upon Executive's termination of employment shall lapse) as to\none-third (1\/3) of the Restricted Stock shares on each anniversary of the\nEmployment Commencement Date, so as to be 100% vested on the three year\nanniversary thereof, conditioned upon Executive's continued employment with the\nCompany as of each vesting date. Executive shall be entitled to all cash\ndividends paid on the Restricted Stock. If there is (i) any stock dividend,\nstock split or other change in the Restricted Stock, or (ii) any merger or sale\nof all or substantially all of the assets or other acquisition of the Company,\nany and all new, substituted or additional securities attributable to the\nRestricted Stock shall be included thereafter as 'Restricted Stock' for purposes\nof this Agreement. The Restricted Stock shall in all respects be subject to the\nterms, definitions and provisions of the 1995 Plan and the standard form of\nrestricted stock agreement, a copy of which has been given to Executive, as\nmodified by the terms of this Agreement.\n\n          (iii) Restricted Share Units.\n                ---------------------- \n\n                (A) As of the Employment Commencement Date, the Company shall\ncredit Executive's account on the books of the Company with 290,000 'restricted\nshare units' (the 'Restricted Units'). The Restricted Units may not be sold,\nassigned, exchanged, pledged or otherwise transferred and are subject to the\nForfeiture Restrictions (as hereinafter defined). In the event of a termination\nof employment prior to the lapse of the Forfeiture Restrictions, Executive\nshall, for no consideration, forfeit to the Company all Restricted Units to the\nextent then subject to the Forfeiture Restrictions. The forfeiture of Restricted\nUnits upon such a termination of employment is herein referred to as 'Forfeiture\nRestrictions.' Except as otherwise provided herein, \n\n                                      -6-\n\n \nthe Forfeiture Restrictions shall lapse as to one-third (1\/3) of the Restricted\nUnits on each anniversary of the Employment Commencement Date, so as to be 100%\nvested on the three year anniversary thereof, conditioned upon Executive's\ncontinued employment with the Company as of each vesting date.\n\n                (B) If on any date the Company shall pay any dividend on the\nCommon Stock (other than a dividend payable in Common Stock), the number of\nRestricted Units credited to Executive shall as of such date be increased by an\namount equal to: (x) the product of the number of Restricted Units credited to\nExecutive as of the record date for such dividend multiplied by the per share\namount of any dividend (or, in the case of any dividend payable in property\nother than cash, the per share value of such dividend, as determined in good\nfaith by the Board), divided by (y) the fair market value of a share of Common\nStock on the payment date of such dividend as determined under the 1995 Plan.\n\n                In the case of any dividend declared on Common Stock which is\npayable in Common Stock, the number of Restricted Units credited to Executive\nshall be increased by a number equal to the product of (x) the aggregate number\nof Restricted Units that have been credited to Executive through the related\ndividend record date multiplied by (y) the number of shares Common Stock\n(including any fraction thereof) payable as a dividend on a share of Common\nStock. In the event of any change in the number or kind of outstanding shares of\nCommon Stock by reason of any recapitalization, reorganization, merger,\nconsolidation, stock split or any similar change affecting the Common Stock\n(other than a dividend payable in Common Stock) the Company shall make an\nappropriate adjustment in the number and terms of the Restricted Units credited\nto Executive so that,\n\n                                      -7-\n\n \nafter such adjustment, the Restricted Units shall represent a right to receive\nthe same consideration (or if such consideration is not available, other\nconsideration of the same value) that Executive would have received in\nconnection with such recapitalization, reorganization, merger, consolidation,\nstock split or any similar change if she had owned on the applicable record date\na number of shares of Common Stock equal to the number of Restricted Units\ncredited to Executive's account prior to such adjustment.\n\n                (C) On the first to occur of the fifth (5th) anniversary of the\nEmployment Commencement Date, the date of any termination of employment, or the\nfirst date on which occurs a Change of Control, the Company shall pay to\nExecutive a number of shares of Common Stock equal to the aggregate number of\nvested Restricted Units credited to Executive as of such date.\n\n          (iv)  When Executive incurs tax liability in connection with the\nexercise of the Stock Option or options, Restricted Stock or Restricted Units,\nExecutive may elect to satisfy her resulting withholding tax obligation by\nhaving the Company retain shares of Common Stock having a fair market value\nequal to the Company's minimum withholding tax obligation.\n\n          (v)   Ongoing Awards.  Executive shall fully participate in annual\n                --------------                                              \nrestricted stock and stock option grants and any other long-term incentive\nprogram at levels commensurate with her position.\n\n          (vi)  Registration.  At all times, the Company shall maintain\n                ------------                                           \nregistrations on Form S-8 or another applicable form so that the Restricted\nStock, Common Stock issued in connection \n\n                                      -8-\n\n \nwith Restricted Units or upon exercise of the Stock Option or other options or\nother equity awards are immediately saleable by Executive on the public market\n(subject to the non-registration limitations of applicable laws).\n\n     (e)  Employee Benefits.  Executive shall, to the extent eligible, be\nentitled to participate at a level commensurate with her position in all\nemployee benefit welfare and retirement plans and programs, as well as equity\nplans, provided by the Company to its senior executives in accordance with the\nterms thereof as in effect from time to time.  Such plans and programs currently\ninclude, without limitation, the 1995 Plan, the Variable Pay Plan, the Employee\nStock Purchase Plan, the Tax Saving Capital Accumulation Plan, the Retirement\nPlan, the Deferred Profit-Sharing Plan, the Excess Benefit Retirement Plan, the\nExecutive Deferred Compensation Plan, financial counseling program, automobile\nprogram, group term life insurance plan, comprehensive health, major medical,\ndental insurance plans and short-term and long-term disability plans.\n\n     (f)  Perquisites.  The Company shall provide to Executive, at the Company's\ncost, all perquisites to which other senior executives of the Company are\nentitled to receive and such other perquisites which are suitable to the\ncharacter of Executive's position with the Company and adequate for the\nperformance of her duties hereunder but not less than the level being provided\non the date hereof to her predecessor as Chief Executive Officer except as\notherwise required because of changes in law.  To the extent consistent with the\nCompany's past practice, the Company shall not treat such amounts as income to\nExecutive.\n\n                                      -9-\n\n \n     (g)  Business and Entertainment Expenses.  Upon submission of appropriate\ndocumentation in accordance with its policies in effect from time to time, the\nCompany shall pay or reimburse Executive for all business expenses which\nExecutive incurs in performing her duties under this Agreement, including, but\nnot limited to, travel, entertainment, professional dues and subscriptions, and\nall dues, fees, and expenses associated with membership in various professional,\nbusiness, and civic associations and societies in which Executive participates\nin accordance with the Company's policies in effect from time to time.\n\n     (h)  Flexible Time Off.  Executive shall be entitled to paid time off in\naccordance with the standard written policies of the Company with regard to\nsenior executives, but in no event less than twenty-five (25) days, per calendar\nyear.\n\n     (i)  Relocation.  Executive shall be entitled to relocation benefits\npursuant to the Company's relocation benefit program, as supplemented by the\nprovisions of the side letter entered into by the Company and Executive.\n\n4.   Termination of Employment.\n     ------------------------- \n\n     (a)  Death or Disability.  The Company may terminate Executive's employment\nfor disability in the event Executive has been unable to perform her material\nduties hereunder for six (6) consecutive months because of physical or mental\nincapacity by giving Executive notice of such termination while such continuing\nincapacity continues (a 'Disability Termination').  Executive's employment shall\nautomatically terminate on Executive's death.  In the event Executive's\nemployment with the Company terminates during the Employment Term by reason of\nExecutive's \n\n                                      -10-\n\n \ndeath or a Disability Termination, then upon the date of such termination (i)\nany forfeiture provision of any Restricted Stock or Restricted Units shall lapse\nand Executive shall be fully vested in such Restricted Stock and Restricted\nUnits, (ii) the Stock Option and all other stock option or equity grants to\nExecutive shall vest in full so as to become fully exercisable, (iii) the\nCompany shall promptly pay and provide Executive (or in the event of Executive's\ndeath, Executive's estate) (A) any unpaid Base Salary through the date of\ntermination and any accrued vacation, (B) any unpaid bonus accrued with respect\nto the fiscal year ending on or preceding the date of termination, (C)\nreimbursement for any unreimbursed expenses incurred through the date of\ntermination and (D) all other payments, benefits or fringe benefits to which\nExecutive may be entitled subject to and in accordance with, the terms of any\napplicable compensation arrangement or benefit, equity or fringe benefit plan or\nprogram or grant and amounts which may become due under Sections 6, 9 and 10\nhereof (collectively, items under (iii) are referred to as 'Accrued Benefits'),\n(iv) the Company shall pay the Guaranteed 1999 Bonus and the Guaranteed 2000\nBonus to the extent not previously paid or paid under (v) below and (v) the\nCompany shall pay to Executive at the time other senior executives are paid\nunder any Variable Pay Plan or cash bonus or long term incentive plan, a pro-\nrata bonus equal to the amount Executive would have received if employment\ncontinued (without any discretionary cutback) multiplied a fraction where the\nnumerator is the number of days in each respective bonus period prior to\nExecutive's termination and the denominator is the number of days in the bonus\nperiod (the 'Prorated Bonus').\n\n     (b)  Termination for Cause.  The Company may terminate Executive's\nemployment for Cause.  In the event that Executive's employment with the Company\nis terminated during the \n\n                                      -11-\n\n \nEmployment Term by the Company for Cause, Executive shall not be entitled to any\nadditional payments or benefits hereunder, other than Accrued Benefits\n(including, but not limited to, any then vested Stock Option, Restricted Stock,\nRestricted Units or other stock options or equity grants). For the purposes of\nthis Agreement,'Cause' shall mean (i) the willful failure by Executive to\nattempt to substantially perform her duties with the Company (other than any\nsuch failure resulting from her incapacity due to physical or mental\nimpairment), unless any such failure is corrected within thirty (30) days\nfollowing written notice by the Board that specifically identifies the manner in\nwhich the Board believes Executive has substantially not attempted to materially\nperform her duties or (ii) the willful gross misconduct by Executive with regard\nto the Company that is materially injurious to the Company. No act, or failure\nto act, by Executive shall be 'willful' unless committed without good faith and\nwithout a reasonable belief that the act or omission was in the best interest of\nthe Company. No event shall be deemed the basis for Cause unless Executive is\nterminated therefor within sixty (60) days after such event is known to the\nChairman of the Company, or, if Executive is Chairman, known to the Chairman of\nany committee of the Board.\n\n          Notwithstanding the foregoing, Executive shall not be deemed to have\nbeen terminated for Cause without (i) advance written notice provided to\nExecutive not less than fourteen (14) days prior to the date of termination\nsetting forth the Company's intention to consider terminating Executive and\nincluding a statement of the proposed date of termination and the specific\ndetailed basis for such consideration of termination for Cause, (ii) an\nopportunity of Executive, together with her counsel, to be heard before the\nBoard at least ten (10) days after the giving of such notice and prior to the\nproposed date of termination, (iii) a duly adopted resolution of the Board\nstating that in accordance \n\n                                      -12-\n\n \nwith the provisions of the next to the last sentence of this paragraph (b), that\nthe actions of Executive constituted Cause and the basis thereof, and (iv) a\nwritten determination provided by the Board setting forth the acts and omissions\nthat form the basis of such termination of employment. Any determination by the\nBoard hereunder shall be made by the affirmative vote of at least a two-thirds\n(2\/3) majority of all of the members of the Board (other than Executive). Any\npurported termination of employment of Executive by the Company which does not\nmeet each and every substantive and procedural requirement of this paragraph (b)\nshall be treated for all purposes under this Agreement as a termination of\nemployment without Cause.\n\n     (c)  Voluntary Termination for Good Reason; Involuntary Termination Other\nThan for Cause.  Executive may terminate her employment for Good Reason at any\ntime within one hundred eighty (180) days after the occurrence of the Good\nReason event by written notice to the Company.  If Executive's employment with\nthe Company is voluntarily terminated by Executive for 'Good Reason' or is\ninvoluntarily terminated by the Company other than for 'Cause', then, subject to\nExecutive executing and not revoking the Release Agreement attached hereto as\nExhibit A (other than with respect to subsections 4(c)(i) and (vii) below), the\nCompany shall pay or provide Executive with the following:\n\n          (i)   any Accrued Benefits;\n\n          (ii)  the Prorated Bonus;\n\n                                      -13-\n\n \n          (iii) the Guaranteed 1999 Bonus and the Guaranteed 2000 Bonus to the\nextent not previously paid or paid under (i) or (ii) above;\n\n          (iv)  a severance amount equal to two (2) times Executive's then \nTarget Pay, payable in substantially equal installments over 24 months in\naccordance with the Company's standard payroll practice; provided, however, that\n(i) if Executive competes with the Company or materially violates Sections 7(c)\nor (d) hereof, any severance payments due thereafter shall cease and be\nforfeited as of the commencement of such competition, (ii) in the event of a\nChange of Control after such termination, the unpaid portion of such severance\namount, if any, shall be paid to Executive in full in a single lump sum cash\npayment within fifteen (15) business days following such Change of Control, and\n(iii) if such termination occurs in contemplation of, at the time of, or within\ntwo (2) years after a Change of Control, Executive shall instead be entitled to\na lump sum cash payment within fifteen (15) business days after delivery of the\naforesaid release equal to three (3) times the sum of (A) Executive's then Base\nSalary and (B) the higher of (x) Executive's then current Target Pay and (y) the\nhighest variable pay and annual incentive bonus received by Executive for the\ntwo (2) fiscal years last ending prior to such termination. For purposes of this\nSection 4(c)(iv), 'competition' shall mean engaging in any business that\nmaterially competes with the Company.\n\n          (v)   to the extent eligible on the date of termination, continued\nparticipation, at no additional after tax cost to Executive than Executive would\nhave as an employee, in all welfare plans until two (2) years after the date of\ntermination; provided, however, that if such termination occurs within two (2)\nyears after a Change of Control, Executive shall be entitled to continued\nparticipation in all welfare plans for three (3) years rather than two (2)\nyears. In the event Executive obtains other \n\n                                      -14-\n\n \nemployment that offers substantially similar or improved benefits, as to any\nparticular welfare plan, such continuation of coverage by the Company for such\nbenefits under such plan shall immediately cease. To the extent such coverage\ncannot be provided under the Company's welfare benefit plans without\njeopardizing the tax status of such plans, for underwriting reasons or because\nof the tax impact on Executive, the Company shall pay Executive an amount such\nthat Executive can purchase such benefits separately at no greater after tax\ncost to Executive than Executive would have had if the benefits were provided to\nExecutive as an employee;\n\n          (vi)  in the event such termination occurs in contemplation of, at the\ntime of, or within two (2) years after a Change of Control, three (3) additional\nyears of service and compensation credit (at Executive's then compensation\nlevel) for benefit purposes under any defined benefit type retirement plan,\nincluding but not limited to any tax-qualified retirement plan and any excess\nbenefit retirement plan if then in effect, and, if Executive is not eligible to\nreceive benefits under any such plan on the date of termination, two (2)\nadditional years of age for determining eligibility to receive such benefits,\nprovided that benefits under any such plan will not commence until Executive\nactually attains the required distribution age under the plan or Executive's\nspouse qualifies for death benefits under such plan and further provided that,\nwith regard to any plan qualified under Section 401(a) of the Internal Revenue\nCode of 1986, as amended (the 'Code'), the additional amounts may be provided on\na nonqualified plan basis.\n\n          (vii) any forfeiture provision of any Restricted Stock or Restricted\nUnit shall lapse and Executive shall be fully vested in such Restricted Stock\nand Restricted Unit;\n\n                                      -15-\n\n \n          (viii) full vesting of 50% of Executive's unvested Stock Option and\neach traunche of each other grant of stock options or other equity awards,\nprovided that if such termination takes place in contemplation of, at the time\nof, or within two (2) years after a Change of Control, Executive shall be\nentitled to full vesting of the Stock Option and all other stock options and\nequity awards, except that if such Change of Control occurs within one (1) year\nafter the Employment Commencement Date, (A) the foregoing proviso shall not\napply and (B) the additional vesting beyond that occurring upon the Change of\nControl shall not occur if the termination is at the time of or within three (3)\nmonths after the Change of Control; and\n\n          (ix)   outplacement services at a level commensurate with Executive's\nposition, including use of an executive office and secretary, for a period of\none (1) year commencing on Executive's date of termination but in no event\nextending beyond the date on which Executive commences other full time\nemployment.\n\n     For the purposes of this Agreement 'Good Reason' means, without the express\nwritten consent of Executive, the occurrence of any of the following events: (i)\nany reduction or diminution (except temporarily during any period of disability)\nin Executive's titles or positions, any material diminution in Executive's\nauthority, duties or responsibilities with the Company (it being acknowledged\nthat, in the event any entity becomes the owner (directly or indirectly) of more\nthan 35% of the Common Stock, it shall be Good Reason if Executive is not the\nChief Executive Officer of such entity); (ii) a breach by the Company of any\nmaterial provision of this Agreement, including, but not limited to, a breach of\nthe Company's obligation under Section 1(a), any reduction, (other than a\nreduction (not to exceed ten percent (10%)) that applies, in equal percentages,\nto all U.S. \n\n                                      -16-\n\n \nofficers (within the meaning of Section 16 of the Securities Exchange Act of\n1934, as amended) of the Company), in Executive's Base Salary or any material\nfailure to timely pay any part of Executive's compensation (including, without\nlimitation, Base Salary, annualized Target Pay and bonus) or to materially\nprovide in the aggregate the level of benefits contemplated herein; (iii) the\nfailure of the Company to obtain and deliver to Executive a satisfactory written\nagreement from any successor to the Company to assume and agree to perform this\nAgreement in accordance with Section 8 hereof; or (iv) the failure to appoint or\nelect Executive to the Board within thirty (30) days of the Employment\nCommencement Date or at any time thereafter or the removal of Executive\ntherefrom.\n\n     (d)  Without Good Reason.  Executive may terminate her employment at any\ntime without Good Reason by written notice to the Company.  In the event that\nExecutive's employment with the Company is terminated during the Employment Term\nby Executive without Good Reason, Executive shall not be entitled to any\nadditional payments or benefits hereunder, other than Accrued Benefits\n(including, but not limited to, any then vested Stock Option, Restricted Stock,\nRestricted Units or other stock options or equity grants).\n\n     (e)  No Mitigation\/No Offset. Executive shall not be required to seek other\nemployment or otherwise mitigate the value of any severance benefits\ncontemplated by this Agreement, nor shall any such benefits be reduced by any\nearnings or benefits that Executive may receive from any other source. The\namounts payable hereunder shall not be subject to setoff, counterclaim,\nrecoupment, defense or other right which the Company may have against Executive\nor others.\n\n                                      -17-\n\n \n5.   Change of Control Vesting Acceleration.  In the event of a 'Change of\n     --------------------------------------                               \nControl' (as defined below), on the date of such Change of Control (a) any\nforfeiture provision of any Restricted Stock or Restricted Unit shall lapse and\nExecutive shall be fully vested in such Restricted Stock and Restricted Unit and\n(b) 50% of any remaining unvested shares subject to the Stock Option and of each\ntranche of each other stock option or equity award shall be immediately vested.\nFollowing such partial acceleration of the Stock Option or each tranche of each\nother stock option or equity award, the remaining unvested shares of such Stock\nOption or tranche shall continue to vest as otherwise provided in the grant.\n\n     For the purposes of this Agreement, 'Change of Control' is defined as:\n\n          (a)  Any 'person' (as such term is used in Sections 13(d) and 14(d) of\nthe Securities Exchange Act of 1934, as amended) becomes the 'beneficial owner'\n(as defined in Rule 13d-3 under said Act), directly or indirectly, of securities\nof the Company representing 35% or more of the total voting power represented by\nthe Company's then outstanding voting securities; or\n\n          (b)  A change in the composition of the Board occurring within a two-\nyear period, as a result of which fewer than a majority of the directors are\nIncumbent Directors. 'Incumbent Directors' shall mean directors who either (i)\nare directors of the Company as of the date hereof or (ii) are elected, or\nnominated for election, to the Board with the affirmative votes of at least a\nmajority of the Incumbent Directors at the time of such election or nomination\n(but shall not include an individual whose election or nomination is in\nconnection with an actual or threatened proxy contest relating to the election\nof directors to the Company); or\n\n                                      -18-\n\n \n          (c)  The consummation of a merger or consolidation of the Company with\nany other corporation, other than a merger or consolidation which would result\nin the voting securities of the Company outstanding immediately prior thereto\ncontinuing to represent (either by remaining outstanding or by being converted\ninto voting securities of the surviving entity) at least 50% of the total voting\npower represented by the voting securities of the Company or such surviving\nentity outstanding immediately after such merger or consolidation; or\n\n          (d)  The consummation of the sale or disposition by the Company of all\nor substantially all of the Company's assets; or\n\n          (e)  The approval by the stockholders of the Company of a plan of\ncomplete liquidation of the Company.\n\n     Notwithstanding the foregoing, a Change of Control shall not be deemed\nto occur by reason of the divestiture of the Company's test and measurement and\nrelated businesses in connection with the contemplated spin-off of such business\nor any events directly attributable thereto.\n\n6.   Golden Parachute Excise Tax Gross-Up.\n     ------------------------------------ \n\n     (a)  In the event that Executive shall become entitled to payments and\/or\nbenefits provided by this Agreement or any other amounts in the 'nature of\ncompensation' (whether pursuant to the terms of this Agreement or any other\nplan, arrangement or agreement with the Company, any person whose actions result\nin a change of ownership or effective control covered by Section \n\n                                      -19-\n\n \n280G(b)(2) of the Code or any person affiliated with the Company or such person)\nas a result of such change in ownership or effective control (collectively the\n'Company Payments'), and such Company Payments will be subject to the tax (the\n'Excise Tax') imposed by Section 4999 of the Code (and any similar tax that may\nhereafter be imposed by any taxing authority) the Company shall pay to Executive\nat the time specified in paragraph (d) below an additional amount (the 'Gross-up\nPayment') such that the net amount retained by Executive, after deduction of any\nExcise Tax on the Company Payments and any U.S. federal, state, and for local\nincome or payroll tax upon the Gross-up Payment provided for by this paragraph\n(a), but before deduction for any U.S. federal, state, and local income or\npayroll tax on the Company Payments, shall be equal to the Company Payments.\n\n     (b)  For purposes of determining whether any of the Company Payments and\nGross-up Payments (collectively the 'Total Payments') will be subject to the\nExcise Tax and the amount of such Excise Tax, (i) the Total Payments shall be\ntreated as 'parachute payments' within the meaning of Section 280G(b)(2) of the\nCode, and all 'parachute payments' in excess of the 'base amount' (as defined\nunder Section 280G(b)(3) of the Code) shall be treated as subject to the Excise\nTax, unless and except to the extent that, in the opinion of the Company's\nindependent certified public accountants appointed prior to any change in\nownership (as defined under Section 280G(b)(2) of the Code) or tax counsel\nselected by such accountants (the 'Accountants') such Total Payments (in whole\nor in part) either do not constitute 'parachute payments,' represent reasonable\ncompensation for services actually rendered within the meaning of Section\n280G(b)(4) of the Code in excess of the 'base amount' or are otherwise not\nsubject to the Excise Tax, and (ii) the value of any non-cash \n\n                                      -20-\n\n \nbenefits or any deferred payment or benefit shall be determined by the\nAccountants in accordance with the principles of Section 280G of the Code.\n\n     (c)  For purposes of determining the amount of the Gross-up Payment,\nExecutive shall be deemed to pay U.S. federal income taxes at the highest\nmarginal rate of U.S. federal income taxation in the calendar year in which the\nGross-up Payment is to be made and state and local income taxes at the highest\nmarginal rate of taxation in the state and locality of Executive's residence for\nthe calendar year in which the Company Payment is to be made, net of the maximum\nreduction in U.S. federal income taxes which could be obtained from deduction of\nsuch state and local taxes if paid in such year.  In the event that the Excise\nTax is subsequently determined by the Accountants to be less than the amount\ntaken into account hereunder at the time the Gross-up Payment is made, Executive\nshall repay to the Company, at the time that the amount of such reduction in\nExcise Tax is finally determined, the portion of the prior Gross-up Payment\nattributable to such reduction (plus the portion of the Gross-up Payment\nattributable to the Excise Tax and U.S. federal, state and local income tax\nimposed on the portion of the Gross-up Payment being repaid by Executive if such\nrepayment results in a reduction in Excise Tax or a U.S. federal, state and\nlocal income tax deduction), plus interest on the amount of such repayment at\nthe rate provided in Section 1274(b)(2)(B) of the Code.  Notwithstanding the\nforegoing, in the event any portion of the Gross-up Payment to be refunded to\nthe Company has been paid to any U.S. federal, state and local tax authority,\nrepayment thereof (and related amounts) shall not be required until actual\nrefund or credit of such portion has been made to Executive, and interest\npayable to the Company shall not exceed the interest received or credited to\nExecutive by such tax authority for the period it held such portion.  \n\n                                      -21-\n\n \nExecutive and the Company shall mutually agree upon the course of action to be\npursued (and the method of allocating the expense thereof) if Executive's claim\nfor refund or credit is denied.\n\n     In the event that the Excise Tax is later determined by the Accountant\nor the Internal Revenue Service to exceed the amount taken into account\nhereunder at the time the Gross-up Payment is made (including by reason of any\npayment the existence or amount of which cannot be determined at the time of the\nGross-up Payment), the Company shall make an additional Gross-up Payment in\nrespect of such excess (plus any interest or penalties payable with respect to\nsuch excess) at the time that the amount of such excess is finally determined.\n\n     (d)  The Gross-up Payment or portion thereof provided for in paragraph (c)\nabove shall be paid not later than the thirtieth (30th) day following an event\noccurring which subjects Executive to the Excise Tax; provided, however, that if\nthe amount of such Gross-up Payment or portion thereof cannot be finally\ndetermined on or before such day, the Company shall pay to Executive on such day\nan estimate, as determined in good faith by the Accountant, of the minimum\namount of such payments and shall pay the remainder of such payments (together\nwith interest at the rate provided in Section 1274(b)(2)(B) of the Code),\nsubject to further payments pursuant to paragraph (c) hereof, as soon as the\namount thereof can reasonably be determined, but in no event later than the\nninetieth (90th) day after the occurrence of the event subjecting Executive to\nthe Excise Tax.  In the event that the amount of the estimated payments exceeds\nthe amount subsequently determined to have been due, such excess shall\nconstitute a loan by the Company to Executive, payable on the fifth (5th) day\nafter demand by the Company (together with interest at the rate provided in\nSection 1274(b)(2)(B) of the Code).\n\n                                      -22-\n\n \n     (e)  In the event of any controversy with the Internal Revenue Service (or\nother taxing authority) with regard to the Excise Tax, Executive shall permit\nthe Company to control issues related to the Excise Tax (at its expense),\nprovided that such issues do not potentially materially adversely affect\nExecutive, but Executive shall control any other issues.  In the event the\nissues are interrelated, Executive and the Company shall in good faith cooperate\nso as not to jeopardize resolution of either issue, but if the parties cannot\nagree Executive shall make the final determination with regard to the issues.\nIn the event of any conference with any taxing authority as to the Excise Tax or\nassociated income taxes, Executive shall permit the representative of the\nCompany to accompany Executive, and Executive and Executive's representative\nshall cooperate with the Company and its representative.\n\n     (f)  The Company shall be responsible for all charges of the Accountant.\n\n     (g)  The Company and Executive shall promptly deliver to each other copies\nof any written communications, and summaries of any verbal communications, with\nany taxing authority regarding the Excise Tax covered by this Section 6.\n\n7.   Non-Compete; Non-Solicit.\n     ------------------------ \n\n     (a)  The parties hereto recognize that Executive's services are special and\nunique and that the level of compensation and the provisions herein for\ncompensation under Section 3 are partly in consideration of and conditioned upon\nExecutive's not competing with the Company, and that \n\n                                      -23-\n\n \nExecutive's covenant not to compete or solicit as set forth in this Section 7\nduring and after employment is essential to protect the business and good will\nof the Company.\n\n     (b)  Executive agrees that during the term of employment with the Company\nand for a period of twenty-four (24) months thereafter (the 'Covenant Period'),\nExecutive shall not render services for any of the three (3) organizations\ndesignated by the Board in a writing delivered to Executive within thirty (30)\ndays after the Employment Commencement Date (the 'Prohibited List').  The\nProhibited List may be changed by the Board from time to time (but there may\nnever be more than three (3) entities listed) by written notice to Executive,\nsuch notice to be effective only if Executive's commencement of rendering\nservices for such entity is ninety (90) or more days after the giving of such\nnotice.  The scope of the non-competition clause under any equity plan, benefit\nplan or other plan, agreement or arrangement of the Company shall not be deemed\nto prohibit Executive's actions or, except as provided in Section 4(c) of this\nAgreement or pursuant to a provision in a Company plan or grant agreement that\nprecludes future vesting or exercisability at the time competition is entered\ninto, serve as a basis for any reduction or forfeiture of benefits or payments\nthereunder unless such actions violate this Section 7(b) of this Agreement.\n\n     (c)  During the Covenant Period, Executive shall not, directly or\nindirectly, disrupt, damage or interfere with the operation or business of the\nCompany by soliciting or recruiting its employees for Executive or others, but\nthe foregoing shall not prevent Executive from giving references.\n\n                                      -24-\n\n \n     (d)  During the Covenant Period, Executive shall not, without prior written\nauthorization from the Company, violate the agreement entered into pursuant to\nSection 13 hereof.\n\n     (e)  Executive agrees that the Company would suffer an irreparable injury\nif Executive was to breach the covenants contained in Sections 7(b), (c) or (d)\nand that the Company would by reason of such breach or threatened breach be\nentitled to injunctive relief in a court of appropriate jurisdiction and\nExecutive hereby stipulates to the entering of such injunctive relief\nprohibiting Executive from engaging in such breach.\n\n     (f)  If any of the restrictions contained in this Section 7 shall be deemed\nto be unenforceable by reason of the extent, duration or geographical scope or\nother provisions thereof, then the parties hereto contemplate that the court\nshall reduce such extent, duration, geographical scope or other provision hereof\nand enforce this Section 7 in its reduced form for all purposes in the manner\ncontemplated hereby.\n\n8.   Assignment.  This Agreement shall be binding upon and inure to the benefit\n     ----------                                                                \nof (a) the heirs, beneficiaries, executors and legal representatives of\nExecutive upon Executive's death and (b) any successor of the Company, provided\nthat any successor shall within ten (10) days of such assumption deliver to\nExecutive a written assumption in a form reasonably acceptable to Executive.\nAny such successor of the Company shall be deemed substituted for the Company\nunder the terms of this Agreement for all purposes.  As used herein, 'successor'\nshall mean any person, firm, corporation or other business entity which at any\ntime, whether by purchase, merger or otherwise, directly or indirectly acquires\nall or substantially all of the assets or business of the Company.\nNotwithstanding \n\n                                      -25-\n\n \nsuch assignment, the Company shall remain, with such successor, jointly and\nseverally liable for all of its obligations hereunder. This Agreement may not\notherwise be assigned by the Company.\n\n     None of the rights of Executive to receive any form of compensation payable\npursuant to this Agreement shall be assignable or transferable except through a\ntestamentary disposition or by the laws of descent and distribution upon the\ndeath of Executive or as provided in Section 18 hereof.  Any attempted\nassignment, transfer, conveyance or other disposition (other than as aforesaid)\nof any interest in the rights of Executive to receive any form of compensation\nhereunder shall be null and void; provided, however, that notwithstanding the\nforegoing, Executive shall be allowed to transfer vested shares subject to the\nStock Option or other stock options or equity awards and vested Restricted Stock\nconsistent with the rules for transfers to 'family members' as defined in\nSecurities Act Form S-8.\n\n9.   Liability Insurance.\n     ------------------- \n\n     (a)  The Company shall cover Executive under directors and officers\nliability insurance both during and, while potential liability exists, after the\nEmployment Term in the same amount and to the same extent, if any, as the\nCompany covers its other officers and directors.\n\n     (b)  The Company shall during and after the Employment Term indemnify and\nhold harmless Executive to the fullest extent permitted by applicable law with\nregard to actions or inactions taken by Executive in the performance of her\nduties as an officer, director and employee of the Company and its affiliates or\nas a fiduciary of any benefit plan of the Company and its affiliates.\n\n                                      -26-\n\n \n10.  Payment of Legal Fees.  The Company shall pay Executive's reasonable legal\n     ---------------------                                                     \nand financial consulting fees and costs associated with entering into this\nAgreement.\n\n11.  Notices.  All notices, requests, demands and other communications called\n     -------                                                                 \nfor hereunder shall be in writing and shall be deemed given if (a) delivered\npersonally or by facsimile, (b) one (1) day after being sent by Federal Express\nor a similar commercial overnight service, or (c) three (3) days after being\nmailed by registered or certified mail, return receipt requested, prepaid and\naddressed to the parties or their successors in interest at the following\naddresses, or at such other addresses as the parties may designate by written\nnotice in the manner aforesaid:\n\n     If to the Company:       Hewlett-Packard Company\n                              3000 Hanover Street\n                              Palo Alto, CA  94304\n                              Attn: General Counsel\n\n     If to Executive:         at the last residential address known by the\n                              Company.\n\n12.  Severability.  In the event that any provision hereof becomes or is\n     ------------                                                       \ndeclared by a court of competent jurisdiction to be illegal, unenforceable or\nvoid, this Agreement shall continue in full force and effect without said\nprovision.\n\n13.  Proprietary Information.  Concurrently with the execution of this\n     -----------------------                                          \nAgreement, Executive shall enter into a confidentiality and proprietary\ninformation agreement with the Company in the form mutually agreed on by the\nparties (the 'Confidentiality Agreement'), provided, however, that the foregoing\nshall not preclude Executive from complying with due legal process or from\nremoving Company property from the Company's premises in furtherance of her\nduties and obligations as provided herein.\n\n                                      -27-\n\n \n14.  Entire Agreement.  This Agreement represents the entire agreement and\n     ----------------                                                     \nunderstanding between the Company and Executive concerning Executive's\nemployment relationship with the Company, and supersedes and replaces any and\nall prior agreements and understandings concerning Executive's employment\nrelationship with the Company entered into prior to the date hereof but not any\nwritten agreements entered into simultaneous with this Agreement or thereafter.\n\n15.  Arbitration.\n     ----------- \n\n     (a)  Agreement.  The Company and Executive agree that any dispute or\ncontroversy arising out of, relating to, or in connection with this Agreement,\nor the interpretation, validity, construction, performance, breach, or\ntermination thereof shall be settled by binding arbitration to be held in Santa\nClara, California or such other location agreed by the parties hereto, in\naccordance with the National Rules for the Resolution of Employment Disputes\nthen in effect of the American Arbitration Association.  The arbitrator may\ngrant injunctions or other relief in such dispute or controversy.  The decision\nof the arbitrator shall be final, conclusive and binding on the parties to the\narbitration. Judgment may be entered on the arbitrator's decision in any court\nhaving jurisdiction.\n\n     (b)  Governing Law.  The arbitrators shall apply California law to the\nmerits of dispute or claim, without reference to rules of conflicts of law.\nExecutive and the Company hereby expressly consent to the personal jurisdiction\nof the state and federal courts located in California for any action or\nproceeding arising from or relating to this Agreement or relating to any\narbitration in which the parties are participants.\n\n                                      -28-\n\n \n     (c)  Costs and Fees of Arbitration.  Executive shall pay the initial\narbitration filing (not to exceed $200), and the Company shall pay the remaining\ncosts and expenses of such arbitration (unless Executive requests that each\nparty pay one-half of the costs and expenses of such arbitration or unless\notherwise required by law).  Unless otherwise required by law or pursuant to an\naward by the arbitrator, the Company and Executive shall each pay separately its\ncounsel fees and expenses.  Notwithstanding the foregoing, the arbitrator may,\nbut need not, award the prevailing party in any dispute its or her legal fees\nand expenses.\n\n16.  No Oral Modification, Cancellation or Discharge.  This Agreement may only\n     -----------------------------------------------                          \nbe amended, canceled or discharged in writing signed by Executive and the\nCompany's General Counsel, the Chairman of the Company (provided Executive is\nnot Chairman) or a member of the Compensation Committee.\n\n17.  Survivorship.  The respective rights and obligations of Company and\n     ------------                                                       \nExecutive hereunder shall survive any termination of Executive upon her\nemployment to the extent necessary to the intended preservation of such rights\nand obligations.\n\n18.  Beneficiaries.  Executive shall be entitled, to the extent permitted under\n     -------------                                                             \nany applicable law, to select and change the beneficiary or beneficiaries to\nreceive any compensation or benefit payable hereunder upon her death by giving\nthe Company written notice thereof.  If Executive dies, severance then due or\nother amounts due hereunder shall be paid to her designated beneficiary or\nbeneficiaries or, if none are designated or none survive Executive, her estate.\n\n                                      -29-\n\n \n19.  Withholding.  The Company shall be entitled to withhold, or cause to be\n     -----------                                                            \nwithheld, any amount of federal, state, city or other withholding taxes required\nby law with respect to payments made to Executive in connection with her\nemployment hereunder.\n\n20.  Governing Law.  This Agreement shall be governed by the laws of the State\n     -------------                                                            \nof California, without reference to rules of conflicts of law.\n\n     IN WITNESS WHEREOF, the undersigned have executed this Agreement:\n\n                              HEWLETT-PACKARD COMPANY\n\n\n                              \/s\/Lewis E. Platt\n                              -------------------------\n                              Lewis E. Platt\n\n\n                              EXECUTIVE\n\n\n                              \/s\/Carleton S. Fiorina\n                              -------------------------\n                              Carleton S. Fiorina\n \n                              Address:\n                              _________________________\n                              _________________________\n\n                                      -30-\n\n \n                                   EXHIBIT A\n                                   ---------\n\n                          RELEASE OF CLAIMS AGREEMENT\n\n     This Release of Claims Agreement ('Agreement') is made by and between \nHewlett-Packard Company (the 'Company') and ________________________ \n('Executive').\n\n     WHEREAS, ________________________ was employed by the Company;\n\n     WHEREAS, the Company and Executive have entered into an Employment \nAgreement effective as of __________, 1999 (the 'Employment Agreement').\n\n     NOW THEREFORE, in consideration of the mutual promises made herein, the \nCompany and Executive (collectively referred to as 'the Parties') hereby agree\nas follows:\n\n     1.   Termination.   Executive's employment from the Company terminated on \n          -----------\n________________.\n\n     2.   Consideration.  Subject to and in consideration of Executive's release\n          -------------\nof claims as provided herein, the Company has agreed to pay Executive certain \nbenefits as set forth in the Employment Agreement.\n\n     3.   Payment of Salary.  Executive acknowledges and represents that the \n          -----------------\nCompany has paid all salary, wages, bonuses, accrued vacation, commissions and \nany and all other benefits due to Executive, except ___________________________.\n\n     4.   Release of Claims.  Executive agrees that the foregoing consideration\n          ------------------\nrepresents settlement in full of all outstanding obligations owed to Executive \nby the Company.  Executive, on behalf of herself, and her respective heirs, \nfamily members, executors and assigns, hereby fully and forever releases the\nCompany and its past, present and future officers, agents, directors,\nExecutives, investors, shareholders, administrators, affiliates, divisions,\nsubsidiaries, parents, predecessor and successor corporations, and assigns,\nfrom, and agrees not to sue or otherwise institute or cause to be instituted and\nlegal or administrative proceedings concerning any claim, duty, obligation or\ncause of action relating to any matters of any kind, whether presently known or\nunknown suspected or unsuspected, that she may possess arising from any\nomissions, acts or facts that have occurred up until and including the Effective\nDate of this Agreement including, without limitation,\n\n          (a)  any and all claims relating to or arising from Executive's \nemployment relationship with the Company and the termination of that \nrelationship;\n\n          (b)  any and all claims relating to, or arising from, Executive's \nright to purchase, or actual purchase of shares of stock of the Company, \nincluding, without limitation, any claims for fraud, misrepresentation,  breach \nof fiduciary duty, breach of duty under applicable state corporate law, and \nsecurities fraud under any state of federal law:\n\n\n \n          (c)  any and all claims for wrongful discharge of employment;\ntermination in violation of public policy; discrimation; breach of contract,\nboth express and implied; breach of a covenant of good faith and fair dealing,\nboth express and implied; promissory estoppel; negligent or intentional\ninfliction of emotional distress; negligent or intentional misrepresentation;\nnegligent or intentional interference with contract or prospective economic\nadvantage; unfair business practices; defamation; libel; slander; negligence;\npersonal injury; assault; battery; invasion of privacy; false imprisonment; and\nconversion;\n\n          (d)  any and all claims for violation of any federal, state or\nmunicipal statute, including, but not limited to, Title VII of the Civil Rights\nAct of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment\nAct of 1967, the Americans with Disabilities Act of 1990, the Fair Labor\nStandards Act, the Executive Retirement Income Security Act of 1974, The Worker\nAdjustment and Retraining Notification Act, the California Fair Employment and\nHousing Act, and Labor Code section 201, et seq. and section 970, et seq. and\nall amendments to each such Act as well as the regulations issued thereunder;\n\n          (e)  any and all claims for violation of the federal, or any state,\nconstitution;\n\n          (f)  any and all claims arising out of any other laws and regulations\nrelating to employment or employment discrimination; and\n\n          (g)  any and all claims for attorneys' fees and costs.  \n\nExecutive agrees that the release set forth in this section shall be remain in \neffect in all respects as a complete general release as to the matters released.\nThis release does not extend to any obligations under the Employment Agreement \nthat survive termination of Executive's employment with the Company or any \nobligations incurred under this Agreement.\n\nNotwithstanding the foregoing, this Release shall not cover Executive's rights\nto payments and benefits under Section 4(c) of the Employment Agreement,\nExecutive's rights under Section 4(e), 6.9 or 15 of the Employment Agreement,\nExecutive's rights to indemnification under the By-laws or Certificate of\nIncorporation of the Company or any other rights to indemnification or\nExecutive's rights with regard to any equity granted or under any benefit plan.\n\n     5.   Acknowledgement of Waiver of Claims under ADEA. Executive acknowledges\n          ----------------------------------------------\nthat she is waiving and releasing any rights she may have under the Age\nDiscrimination in Employment Act of 1967 ('ADEA') and that this waiver and\nrelease is knowing and voluntary. Executive and the Company agree that this\nwaiver and release does not apply to any rights or claims that may arise under\nthe ADEA after the Effective Date of this Agreement. Executive acknowledges that\nthe consideration given for this waiver and release Agreement is in addition to\nanything of value to which Executive was already entitled. Executive further\nacknowledges that she has been advised by this writing that (a) she should\nconsult with an attorney prior to executing this Agreement; (b) she has at least\n                         -----\ntwenty-one (21) days within which to consider this Agreement; (c) she has seven\n(7) days following the executing of this Agreement by the parties to revoke the\nAgreement; and (d) this Agreement shall not be effective until the revocation\nperiod has expired. Any revocation should be in writing and delivered to the\nGeneral Counsel at Hewlett-Packard Company, 3000 Hanover Street,\n\n\n \nPalo Alto, California 94304, by close of business on the seventh day from the \ndate that Executive signs this Agreement.\n\n     6.   Civil Code Section 1542.  Executive represents that she is not aware \n          -----------------------\nof any claims against the Company other than the claims that are released by \nthis Agreement.  Executive acknowledges that she has been advised by legal \ncounsel and is familiar with the provisions of California Civil Code Section \n1542, which provides as follows:\n\n          A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE \n          CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HER FAVOR AT\n          THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HER \n          MUST HAVE MATERIALLY AFFECTED HER SETTLEMENT WITH THE DEBTOR.\n\n     Executive, being aware of said code section, agrees to expressly waive any \nrights she may have thereunder, as well as under any other statute or common law\nprinciples of similar effect.\n\n     7.   No Pending or Future Lawsuits.  Executive represents that she has no \n          -----------------------------\nlawsuits, claims, or actions pending in her name, or on behalf of any other \nperson or entity, against the Company or any other person or entity referred to \nherein.  Executive also represents that she does not intend to bring any claims \non her own behalf or on behalf of any other person or entity against the Company\nor any other person or entity referred to herein with regard to matters \nreleased hereunder.\n\n     8.   Costs.  The Parties shall each bear their own costs, expert fees, \n          -----\nattorneys' fees and other fees incurred in connection with this Agreement.\n\n     9.   Authority.  Executive represents and warrants that she has the \n          ---------\ncapacity to act on her own behalf and on behalf of all who might claim through \nher to bind them to the terms and conditions of this Agreement.\n\n     10.  No Representations.  Executive represents that she has had the \n          ------------------\nopportunity to consult with an attorney, and has carefully read and understands \nthe scope and effect of the provisions of this Agreement.  Neither party has \nrelied upon any representations or statements made by the other party hereto \nwhich are not specifically set forth in this Agreement.\n\n     11.  Severability.  In the event that any provision hereof becomes or is \n          ------------\ndeclared by a court of competent jurisdiction to be illegal, unenforceable or \nvoid, this Agreement shall continue in full force and effect without said \nprovision.\n\n     12.  Entire Agreement.  This Agreement and the Employment Agreement and \n          ----------------\nthe agreements and plans referenced therein represent the entire agreement and\nunderstanding between the Company and Executive concerning Executive's\nseparation from the Company, and supersede and replace and all prior agreements\nand understandings concerning Executive's relationship with the Company and her\ncompensation by the Company. This Agreement may only be amended in writing\nsigned by Executive and an executive officer of the Company.\n\n \n     13.  Governing Law.  This Agreement shall be governed by the internal \n          -------------\nsubstantive laws, but not the choice of law rules, of the State of California.\n\n     14.  Effective Date. This Agreement is effective eight (8) days after it \n          --------------\nhas been signed by both Parties.\n\n     15.  Counterparts.  This Agreement may be executed in counterparts, and \n          ------------\neach counterpart shall have the same force and effect as an original and shall \nconstitute an effective, binding agreement on the part of each of the \nundersigned.\n\n     16.  Voluntary Execution of Agreement.  This Agreement is executed \n          --------------------------------\nvoluntarily and without any duress or undue influence on the part or behalf of \nthe Parties hereto, with the full intent of releasing all claims. The Parties \nacknowledge that:\n\n          (a)  They have read this Agreement;\n\n          (b)  They have been represented in the preparation, negotiation, and \nexecution of this Agreement by legal counsel of their own choice or that they \nhave voluntarily declined to seek such counsel;\n\n          (c)  They understand the terms and consequences of this Agreement and \nof the releases it contains;\n\n          (d)  They are fully aware of the legal and binding effect of the \nAgreement.\n\n     IN WITNESS WHEREOF, the Parties have executed this Agreement on the \nrespective dates set forth below.\n\n                                        HEWLETT-PACKARD COMPANY\n\n\nDated: _________, _____                 By ______________________________\n\n\n\n                                        ____________________, an individual\n\n\n\nDated: _________, _____                 _________________________________\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7770],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9539,9544],"class_list":["post-39237","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hewlett-packard-co","corporate_contracts_industries-technology__hardware","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39237","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39237"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39237"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39237"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39237"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}