{"id":39238,"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-robert-p-wayman.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-hewlett-packard-co-and-robert-p-wayman","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-hewlett-packard-co-and-robert-p-wayman.html","title":{"rendered":"Employment Agreement &#8211; Hewlett-Packard Co. and Robert P. Wayman"},"content":{"rendered":"<pre> \n                             EMPLOYMENT AGREEMENT\n\n     This Employment Agreement (the 'Agreement') is made and entered into\neffective as of May 20, 1999 (the 'Effective Date') between Robert P. Wayman\n(the 'Employee') and Hewlett-Packard Company, a Delaware corporation (the\n'Company').\n\n                                R E C I T A L S\n\n     A.   The Employee is currently employed by the Company as Executive\nVice President, Finance and Administration and Chief Financial Officer.  In\naddition, the Employee serves on the Company's Board of Directors.\n\n     B.   The Company and the Employee desire to enter into this Agreement\nto provide additional financial security and benefits to the Employee and to\nencourage the Employee to continue his employment with the Company.\n\n     C.   Capitalized terms used in the Agreement, to the extent not\notherwise defined, are defined in Section 5 below.\n\n                               A G R E E M E N T\n\n     In consideration of the mutual covenants herein contained, and in\nconsideration of the continuing employment of the Employee by the Company, the\nparties agree as follows:\n\n     1.   Term of Employment.\n\n          (a)  Basic Rule.  The Company agrees to continue the Employee's\n               ----------\nemployment, and the Employee agrees to remain in employment with the Company,\nfrom the Effective Date until the second anniversary of the Effective Date,\nsubject to earlier termination pursuant to the provisions to this Agreement.\n\n          (b)  Early Termination.  Subject to Section 4, the Company may\n               -----------------\nterminate the Employee's employment at any time by giving the Employee thirty\n(30) days advance notice in writing.  If the Company terminates the Employee's\nemployment for any reason other than Cause, or if the Employee's employment\nterminates as a result of Constructive Termination or by reason of his\nDisability, the provisions of Section 4 shall apply.  The Employee may\nterminate his employment at any time by giving the Company thirty (30) days\nadvance notice in writing.  If the Employee terminates his employment under the\npreceding sentence, other than as a result of Constructive Termination or by\nreason of his Disability, the Company shall have no obligation to pay or provide\nany compensation or benefits under this Agreement on account of the Employee's\ntermination of employment, or for periods following such termination.  In such\nevent the Employee's rights under the benefit plans of the Company shall be\ndetermined under the provisions of those plans.  Any \n\n \nwaiver of notice shall be valid only if it is made in writing and expressly\nrefers to the applicable notice requirement of this Section 1.\n\n          (c)  Death.  The Employee's employment shall terminate in the event\n               -----\nof his death.  The Company shall have no obligation to pay or provide any\ncompensation or benefits under this Agreement on account of the Employee's\ndeath, or for periods following the Employee's death.  In such event the\nEmployee's rights under the benefit plans of the Company shall be determined\nunder the provisions of those plans.\n\n          (d)  Cause.  The Company may terminate the Employee's employment for\n               -----\nCause by giving the Employee thirty (30) days advance notice in writing.  No\ncompensation or benefits will be paid or provided to the Employee under this\nAgreement on account of a termination for Cause, or for periods following the\ndate when such a termination is effective.  In such event the Employee's\nrights under the benefit plans of the Company shall be determined under the\nprovisions of those plans.\n\n          (e)  Retirement.  In the event the Employee's employment terminates\n               ----------\nby reason of Retirement (as defined in Section 5), the Company shall have no\nobligation to pay or provide any compensation or benefits under this Agreement\non account of the Employee's Retirement, or for periods following the\nEmployee's Retirement.  In such event the Employee's rights under the benefit\nplans of the Company shall be determined under the provisions of those plans.\n\n          (f)  Termination of Agreement.  The terms of this Agreement\n               ------------------------\nshall terminate upon the earlier of (i) the date that all obligations of the\nparties hereunder have been satisfied, or (ii) two (2) years after the\nEffective Date.  A termination of the terms of this Agreement pursuant to the\npreceding sentence shall be effective for all purposes, except that such\ntermination shall not affect the payment or provision of compensation or\nbenefits on account of a termination of employment occurring prior to the\ntermination of the term of this Agreement.  Notwithstanding the foregoing, the\nprovisions of Sections 7, 8, 9, 10, 11 and 12 shall survive termination of this\nAgreement.\n\n     2.   Duties and Scope of Employment.\n          ------------------------------\n\n          (a)  Position.  The Company shall employ the Employee in the\n               --------\nposition of Executive Vice President, Finance and Administration and Chief\nFinancial Officer.  The duties and responsibilities of the Employee shall\ninclude the duties and responsibilities for the Employee's corporate office and\nposition as set forth in the Company's bylaws from time to time in effect and\nsuch other duties and responsibilities as the Company's Chief Executive Officer\n('CEO') may from time to time reasonably assign to the Employee, in all cases to\nbe consistent with the Employee's corporate offices and positions.\n\n          (b)  Obligations.  During the term of the Employee's\n               -----------\nemployment with the Company, the Employee shall devote substantially all of\nhis business efforts and time to the Company.  The foregoing, however, shall not\npreclude the Employee from engaging in such activities and services as do not\nmaterially interfere or conflict with the Employee's duties and\nresponsibilities to the Company.  The Employee shall comply with and be bound by\nthe Company's operating policies, procedures and practices from time to time in\neffect during employment.\n\n                                      -2-\n\n \n     3.   Compensation.\n          ------------\n\n          (a)  Cash Compensation.  As compensation for his services the\n               -----------------\nEmployee shall receive a base salary and shall be eligible to receive\nadditional variable compensation.  As of the Effective Date, the Employee's base\nsalary is $930,000, and his variable compensation amount is $270,000. During the\nterm of this Agreement, the Employee's base salary and variable amount for a\nfiscal period of the Company ('Target Pay') shall be determined in accordance\nwith the Company's 1999 Variable Pay Plan as in effect as of the Effective Date,\nas amended, or any successor plan (the 'Variable Pay Plan'). During the term of\nthis Agreement, the Compensation Committee of the Board (the 'Compensation\nCommittee') shall review the Employee's base salary and variable compensation\nthen in effect at least annually and shall increase such amounts as the\nCompensation Committee may approve.  The Employee's base salary and variable\ncompensation shall be payable in accordance with the Company's normal payroll\npractices and, in the case of the variable compensation, in accordance with the\nterms of the Variable Pay Plan.\n\n          (b)  Equity Compensation.  During the term of this Agreement, the\n               -------------------\nEmployee shall receive stock options, stock and other equity-based\ncompensation awards under the Company's equity compensation plans and programs\nat a level no less than the median level commensurate with the Employee's\nresponsibilities, subject in each case to the generally applicable terms and\nconditions of the applicable plan or program in question.\n\n          (c)  Employee Benefits.  During the term of this Agreement, the\n               -----------------\nEmployee shall be eligible to participate in the employee benefit plans and\nexecutive compensation programs maintained by the Company applicable to other\nsenior executives of the Company, including (without limitation) the Company's\nExecutive Deferred Compensation Plan, retirement plans, savings or\nprofit-sharing plans, incentive or other bonus plans, life, disability, health,\naccident and other insurance programs, vacation, sick leave, personal time off\nand similar plans or programs, subject in each case to the generally applicable\nterms and conditions of the applicable plan or program in question and to the\nsole determination of the Board or any committee administering such plan or\nprogram.\n\n          (d)  Retirement Benefits.  The Employee is currently covered under\n               -------------------\nthe Company's Excess Benefit Retirement Plan and its Officers Early Retirement\nPlan (such programs referred to collectively herein as the 'Non-Qualified\nRetirement Plans'), in addition to the Company's Retirement Plan and its\nDeferred Profit-Sharing Plan.  Except as provided below with respect to the\nOfficers Early Retirement Plan, during the term of this Agreement the Company\nshall continue to maintain such Non-Qualified Retirement Plans (or such\ncomparable alternative non-qualified retirement arrangements as the Company may,\nin its discretion, determine to be sufficient to satisfy its obligations to the\nEmployee under this Section 3(d)), so as to provide benefits to the Employee\nthat are no less favorable than those available to the Employee under such Plans\nas of the Effective Date, it being the Company's intention to deliver benefits\nto the Employee at a level that is not less than that currently provided under\nthe Non-Qualified Retirement Plans.  Notwithstanding the preceding sentence, on\nMarch 18, 1999, the Compensation Committee of the Board (the 'Compensation\nCommittee') terminated the Officers Early Retirement Plan effective November 1,\n1999.  In connection with such termination, the Company will calculate a lump\nsum equivalent benefit for the Employee, and will credit such amount to the\nEmployee's account under the Company's Executive Deferred Compensation Plan,\nsubject to the terms and conditions of that Plan.  \n\n                                      -3-\n\n \nExcept as otherwise provided herein, the amount so credited to the Executive\nDeferred Compensation Plan shall be subject to a vesting condition based upon\nthe Employee's continued employment with the Company.\n\n          (e)  Transition Stock Award.  On or before May 20, 1999, the Company\n               ----------------------\nshall grant to the Employee a special restricted stock award (the 'Transition\nStock Award') under the Company's 1995 Incentive Compensation Plan (the '1995\nPlan') for a number of shares of Company common stock determined by dividing\n(i) three times the Employee's Target Pay as of the date of grant by (ii) the\nper share fair market value of the Company's common stock as of the date of\ngrant.  The shares subject to the Transition Stock Award (the 'Award Shares')\nshall be unvested and shall remain unvested unless and until the occurrence of a\n'Vesting Event' (as defined in Section 5).  Upon a Vesting Event the Award\nShares shall vest in full.  In the event the Employee's employment with the\nCompany terminates for any reason prior to a Vesting Event, the Award Shares\nshall be forfeited in their entirety without payment to the Employee.\n\n     4.   Vesting Event.\n          -------------\n\n          (a)  Vesting Event.  Upon the occurrence of a Vesting Event on or\n               -------------\nbefore the second anniversary of the Effective Date, the Employee shall be\nentitled to receive the following benefits, provided that in the case of a\nVesting Event that involves the termination of the Employee's employment with\nthe Company, to receive such benefits the Employee must execute and timely\ndeliver to the Company a release of claims in favor of the Company in the form\nof the release attached hereto as Exhibit A (or such other form of release as\nthe Company determines to be appropriate):\n\n               (i)   Options. The unvested portion of any stock option(s) held\n                     -------\nby the Employee under the Company's stock plans shall vest and become\nexercisable in full.\n\n               (ii)  Restricted Stock.  The unvested portion of any\n                     ----------------\nrestricted stock granted to the Employee under the Company's stock plans other\nthan (i) the Transition Stock Award, and (ii) restricted stock that is subject\nto vesting based upon attainment of performance targets ('Performance\nRestricted Stock'), is referred to herein as the 'Unvested Restricted Stock.'\nUpon the occurrence of a Vesting Event, the Unvested Restricted Stock shall vest\non a pro-rated basis by multiplying such unvested shares by a fraction, the\nnumerator of which is the number of calendar months (including for this purpose\nany partial months) between the date of grant and the date of the Vesting Event,\nand the denominator of which is the number of calendar months (including for\nthis purpose any partial months) between the date of grant and the originally\nscheduled vesting date applicable to such shares.  In the event the Employee\nremains employed following a Vesting Event, he shall continue to vest in any\nshares of Unvested Restricted Stock that remain unvested after applying the pro-\nrated vesting described in the preceding sentence, based upon the Employee's\ncontinued employment and subject to the original terms of such Unvested\nRestricted Stock. In the case of the Employee's unvested Performance Restricted\nStock, the Employee shall vest in accordance with the original terms applicable\nto such Performance Restricted Stock, provided that in the event the Employee's\nemployment with the Company terminates for any reason after a Vesting Event,\nother than by the Company for Cause, the Employee shall vest in a portion of the\nunvested shares of Performance Restricted Stock and shall receive a number of\nunrestricted shares, such portion and such number to be determined by the\nCompany in accordance with past practices \n\n                                      -4-\n\n \nconsistently applied with respect to unvested shares of Performance Restricted\nStock in the case of an employee whose employment terminates by reason of\nretirement or permanent and total disability.\n\n               (iii) Special Restricted Stock Award. The Special Restricted\n                     ------------------------------\nStock Award shall vest in full.\n\n               (iv)  Retiree Benefits.  The Employee shall be considered\n                     ----------------\nto have met the definition of 'Retirement' for purposes of the Company's\nContinued Group Medical and SeniorMed Program, for purposes of the Company's\nOfficers Early Retirement Plan, and for purposes of the Company's stock option\nplans.  In addition, any employment or other similar requirement applicable to\nthe Officers Early Retirement Plan termination amount (as credited to the\nEmployee's account under the Company's Executive Deferred Compensation Plan,\ntogether with any earnings credited thereto) shall be waived.\n\n               (v)   Health Plan Coverage and Financial Counseling.  In\n                     ---------------------------------------------\nconnection with the Employee's termination of employment (other than by the\nCompany for Cause) at or after the Vesting Date, the Employee may elect, to the\nextent eligible, to continue his group health insurance benefits pursuant to the\nConsolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA). The\nCompany shall also provide to the Employee for one year after such termination\nprofessional financial counseling services comparable in scope and value to the\nfinancial counseling services made available to the Employee immediately prior\nto such termination.\n\n          (b)  Other Termination.  If the Employee's employment terminates for\n               -----------------\nany reason after the second anniversary of the Effective Date, or if, prior to\na Vesting Event, (i) the Employee voluntarily resigns from the Company (other\nthan as a Constructive Termination), (ii) the Company terminates the Employee's\nemployment for Cause, or (iii) the Employee's employment terminates by reason of\nhis Retirement or Death, then the Employee shall not be entitled to receive\nseverance or other benefits under this Agreement and shall be entitled to\nbenefits (if any) only as may then be established under the Company's then\nexisting benefit plans and policies at the time of such resignation or\ntermination.\n\n     5.   Definition of Terms.  The following terms referred to in this\n          -------------------\nAgreement shall have the following meanings:\n\n          (a)  Board.  'Board' means the Board of Directors of the Company.\n               -----\nWhere applicable, the term 'Board' shall include a committee of the Board.\n\n          (b)  Cause.  'Cause' means (i) the Employee's willful failure to\n               -----\nsubstantially perform his material duties (other than as a failure resulting\nfrom the Employee's complete or partial incapacity due to physical or mental\nillness or impairment) for a period of thirty (30) days after a written demand\nfor substantial performance is delivered to the Employee by the Board that\nspecifically identifies the manner in which the Board believes that the Employee\nhas not substantially performed his duties, (ii) a material and willful\nviolation of a federal or state law or regulation applicable to the business of\nthe Company, and (iii) a willful act by the Employee that constitutes gross\nmisconduct and that is injurious to the Company. No act, or failure to act, by\nthe Employee shall be considered 'willful' unless committed without good faith\nand without a reasonable belief that the act or omission was in the Company's\nbest interests.\n\n                                      -5-\n\n \n          (c)  Constructive Termination.  The Employee's employment may be\n               ------------------------\nterminated by reason of Constructive Termination.  For purposes of this\nAgreement, 'Constructive Termination' means the Employee terminates his\nemployment with the Company as a result of one or more of the following events\n(unless, in the case of (i), (ii) and (iii) below, such event(s) applies\ngenerally to all officers of the Company): (i) without the Employee's express\nwritten consent, a reduction by the Company in the Employee's annualized Target\nPay relative to his annualized Target Pay as in effect immediately prior to such\nreduction; (ii) a reduction in the Employee's annualized base salary relative to\nhis annualized base salary as in effect immediately prior to such reduction\n(other than a reduction under the Variable Pay Plan in accordance with its terms\nas consistently applied); (iii) without the Employee's express written consent,\na material reduction by the Company in the kind or level of employee benefits to\nwhich the Employee is entitled immediately prior to such reduction with the\nresult that the Employee's overall benefits package is significantly reduced;\nand (iv) without the Employee's express written consent, the Company fails to\nretain the Employee as its Executive Vice President, Finance and Administration\nand Chief Financial Officer.\n\n          (d)  Disability.  'Disability' means a disability under the\n               ----------\nCompany's Income Protection Plan that entitles the Employee to benefits under\nsuch Plan for a period of at least twenty-six (26) weeks.\n\n          (e)  Distribution.  'Distribution' means the Company's distribution\n               ------------\nof its shares in the Distribution Company to the Company's stockholders.\n\n          (f)  Distribution Company.  'Distribution Company' means the\n               --------------------\nsubsidiary of the Company comprising its testing and measurement business and\nestablished by the Company for the purpose of giving effect to the\nDistribution.\n\n          (g)  Retirement.  'Retirement' means the Employee's resignation from\n               ----------\nthe Company after attaining age fifty-five (55) years of age with fifteen (15)\nor more 'full-time equivalent years of service' (within the meaning of the\nCompany's Continued Group Medical and SeniorMed Program as in effect on the\nEffective Date).\n\n          (h)  Termination Date.  'Termination Date' means (i) the date on\n               ----------------\nwhich the Company delivers notice of termination to the Employee or such later\ndate, not to exceed ninety (90) days, specified in the notice of termination,\n(ii) in the event the term of employment ends by reason of the Employee's death,\nthe date of death, or (iii) if the Agreement is terminated by the Employee, the\ndate on which the Employee delivers notice of termination to the Company.\n\n          (i)  Vesting Event.  'Vesting Event' means (i) a termination of the\n               -------------\nEmployee's employment on or before the second anniversary of the Effective Date\nby the Company other than for Cause or by the Employee as a result of\nConstructive Termination, or (ii) the Distribution, provided the Employee is an\nemployee on the Distribution date and provided further that the Distribution\noccurs on or before the Second Anniversary of the Effective Date.\n\n     6.   Golden Parachute Payments.  In the event it shall be determined that\n          -------------------------\nany payment by the Company to or for the benefit of the Employee, whether paid\nor payable under this Agreement or otherwise but determined without regard to\nany additional payments required under this Section 6 (a 'Payment'), would be\nsubject to the excise tax imposed by Section 4999 of the Internal Revenue Code\nof 1986, as amended (the 'Code'), or any comparable federal, state or local\nexcise tax (such \n\n                                      -6-\n\n \nexcise tax, together with any interest and penalties, are hereinafter\ncollectively referred to as the 'Excise Tax'), then the Employee shall be\nentitled to receive an additional payment from the Company (a 'Gross-Up\nPayment') in such an amount that after the payment of all taxes (including,\nwithout limitation, any interest and penalties on such taxes and the Excise Tax)\non the payment and on the Gross-Up Payment, the Employee shall retain an amount\nequal to the Payment minus all applicable taxes on the Payment. The intent of\nthe parties is that the Company shall be solely responsible for, and shall pay,\nany Excise Tax on the Payment and Gross-Up Payment and any income and employment\ntaxes (including without limitation, penalties and interest) imposed on any\nGross-Up Payment (as well as any loss of tax deduction caused by the Gross-Up\nPayment. Unless the Company and the Employee otherwise agree in writing, all\ndeterminations required to be made under this Section and the assumptions to be\nutilized in arriving at such determinations, shall be made in writing in good\nfaith by the accounting firm serving as the Company's independent public\naccountants immediately prior to the event giving rise to such Payment (the\n'Accountants'). For purposes of making the calculations required by this Section\n6, the accountants may make reasonable assumptions and approximations concerning\nthe application of Sections 280G and 4999 of the Code. The Company and the\nEmployee shall furnish to the Accountants such information and documents as the\nAccountants may reasonably request to make a determination under this Section.\nThe Company shall bear all costs the Accountants may reasonably incur in\nconnection with any calculations contemplated by this Section.\n\n     7.   Non-Compete; Non-Solicit.\n          ------------------------\n\n          (a)  The parties hereto recognize that the Employee's services are\nspecial and unique and that the level of compensation and the provisions herein\nare partly in consideration of and conditioned upon the Employee's not competing\nwith the Company, and that the Employee's covenant not to compete or solicit as\nset forth in this Section 7 during and after employment is essential to protect\nthe business and good will of the Company.\n\n          (b)  The Employee agrees that during the term of employment with the\nCompany and for a period of eighteen (18) months following the Termination Date\n(the 'Covenant Period'), the Employee shall not render services for any\norganization or engage directly or indirectly in any business that, in the\nopinion of the Company, competes with or is in conflict with the interests of\nthe Company.\n\n          (c)  During the Covenant Period, the Employee shall not, directly\nor indirectly, induce or attempt to influence any employee of the Company to\nleave its employ.\n\n          (d)  During the Covenant Period, the Employee shall not, without\nprior written authorization from the Company, disclose to anyone outside the\nCompany, or use in other than the Company's business, any confidential\ninformation and material relating to the business of the Company.\n\n          (e)  The Employee agrees that the Company would suffer an\nirreparable injury if the Employee were to breach the covenants contained in\nSections 7(b), (c) or (d) and that the Company would by reason of such breach or\nthreatened breach be entitled to injunctive relief in a court of appropriate\njurisdiction and the Employee hereby stipulates to the entering of such\ninjunctive relief prohibiting the Employee from engaging in such breach.\n\n                                      -7-\n\n \n          (f)  If any of the restrictions contained in this Section 7 shall\nbe deemed to be unenforceable by reason of the extent, duration or geographical\nscope or other provisions thereof, then the parties hereto contemplate that the\ncourt shall reduce such extent, duration, geographical scope or other provision\nhereof and enforce this Section 7 in its reduced form for all purposes in the\nmanner contemplated hereby.\n\n     8.   Successors.\n          ----------\n\n          (a)  Company's Successors.  Any successor to the Company (whether\n               --------------------\ndirect or indirect and whether by purchase, lease, merger, consolidation,\nliquidation or otherwise) to all or substantially all of the Company's business\nand assets shall assume the obligations under this Agreement and agree expressly\nto perform the obligations under this Agreement in the same manner and to the\nsame extent as the Company would be required to perform such obligations in the\nabsence of a succession. For all purposes under this Agreement, the term\n'Company' shall include any successor to the Company's business and assets that\nexecutes and delivers the assumption agreement described in this Section 8(a) or\nthat becomes bound by the terms of this Agreement by operation of law.\n\n          (b)  Employee's Successors.  The terms of this Agreement and all\n               ---------------------\nrights of the Employee hereunder shall inure to the benefit of, and be\nenforceable by, the Employee's personal or legal representatives, executors,\nadministrators, successors, heirs, devisees and legatees.\n\n     9.   Notice.\n          ------\n\n          (a)  General.  Notices and all other communications contemplated by\n               -------\nthis Agreement shall be in writing and shall be deemed to have been duly given\nwhen personally delivered or when mailed by U.S. registered or certified mail,\nreturn receipt requested and postage prepaid.  In the case of the Employee,\nmailed notices shall be addressed to him at the home address that he most\nrecently communicated to the Company in writing. In the case of the Company,\nmailed notices shall be addressed to its corporate headquarters, and all notices\nshall be directed to the attention of its General Counsel.\n\n          (b)  Notice of Termination.  Any termination by the Company or by\n               ---------------------\nthe Employee shall be communicated by a notice of termination to the other party\nhereto given in accordance with Section 9(a) of this Agreement. Such notice\nshall indicate the specific termination provision in this Agreement relied upon,\nshall set forth in reasonable detail the facts and circumstances claimed to\nprovide a basis for termination under the provision so indicated, and shall\nspecify the Termination Date (which shall be not more than ninety (90) days\nafter the giving of such notice). The failure by the Employee to include in the\nnotice any fact or circumstance that contributes to a showing of Constructive\nTermination shall not waive any right of the Employee hereunder or preclude the\nEmployee from asserting such fact or circumstance in enforcing his rights\nhereunder.\n\n     10.  Information.  The Employee agrees not to disclose to others, or to\n          -----------\ntake or use for the Employee's own purposes or for the purposes of others,\nduring or after the Employee's employment, any Information owned or controlled\nby the Company or any of its subsidiary or affiliated companies. The Employee\nagrees that these restrictions shall also apply to all (i) Information in the\nCompany's possession belonging to third parties, and (ii) Information conceived,\noriginated, discovered or developed, in whole or in part, by the Employee while\nan employee of the Company. \n\n                                      -8-\n\n \nAs used herein, 'Information' includes trade secrets and other confidential or\nproprietary business, technical, personnel or financial information, whether or\nnot the Employee's work product, in written, graphic, oral or other tangible or\nintangible forms, including but not limited to specifications, samples, records,\ndata, computer programs, drawings, diagrams, models, customer names, business or\nmarketing plans, studies, analyses, projections and reports, communications by\nor to attorneys (including attorney-client privileged communications), memos and\nother materials prepared by attorneys or under their direction (including\nattorney work product), and software systems and processes. Any Information\nwhich is not readily available to the public shall be considered to be a trade\nsecret and confidential property, even if it is not specifically marked as such,\nunless the Company advises the Employee otherwise in writing. The Employee\nagrees that on termination of employment, the Employee will return to the\nCompany all property (including any copies thereof) belonging to the Company,\nincluding all documents or other media in the Employee's possession or control\nwhich in any way incorporate or reflect any Information.\n\n     11.  Arbitration.\n          -----------\n\n          (a)  Agreement.  The Company and The Employee agree that any dispute\n               ---------\nor controversy arising out of, relating to, or in connection with this\nAgreement, or the interpretation, validity, construction, performance, breach,\nor termination thereof shall be settled by binding arbitration, unless otherwise\nrequired by law, to be held in Santa Clara County, California, in accordance\nwith the National Rules for the Resolution of Employment Disputes then in effect\nof the American Arbitration Association (the 'Rules'). The arbitrator may grant\ninjunctions or other relief in such dispute or controversy. The decision of the\narbitrator 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\n               -------------\nthe merits of dispute or claim, without reference to rules of conflicts of law.\nThe Employee hereby expressly consents to the personal jurisdiction of the state\nand federal courts located in California for any action or proceeding arising\nform or relating to this Agreement or relating to any arbitration in which the\nparties are participants.\n\n          (c)  Costs and Fees of Arbitration.  The Employee shall pay the\n               -----------------------------\ninitial arbitration filing (not to exceed $200.00), and the Company shall pay\nthe remaining costs and expenses of such arbitration (unless the Employee\nrequests that each party pay one-half of the costs and expenses of such\narbitration or unless otherwise required by law). The Company and the Employee\nshall each pay separately its counsel fees and expenses unless otherwise\nrequired by law.\n\n          (d)  Equitable Relief.  The parties may apply to any court of\n               ----------------\ncompetent jurisdiction for a temporary restraining order, preliminary\ninjunction, or other interim or conservatory relief, as necessary, without\nbreach of this arbitration agreement and without abridgment of the powers of the\narbitrator.\n\n          (e)  Employee's Representation.  THE EMPLOYEE HAS READ AND\n               -------------------------\nUNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION. THE EMPLOYEE UNDERSTANDS\nTHAT BY SIGNING THIS AGREEMENT, HE AGREES TO SUBMIT ANY FUTURE CLAIMS ARISING\nOUT OF, RELATING TO, OR IN CONNECTION WITH THE INTERPRETATION, VALIDITY,\nCONSTRUCTION, PERFORMANCE OR BREACH OF THIS \n\n                                      -9-\n\n \nAGREEMENT, TO BINDING ARBITRATION, UNLESS OTHERWISE REQUIRED BY LAW, AND THAT\nTHIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF HIS RIGHT TO A JURY TRIAL AND\nRELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO THIS AGREEMENT.\n\n     12.  Miscellaneous Provisions.\n          ------------------------\n\n          (a)  No Duty to Mitigate.  The Employee shall not be required to\n               -------------------\nmitigate the amount of any payment contemplated by this Agreement (whether by\nseeking new employment or in any other manner), nor shall any such payment be\nreduced by any earnings that the Employee may receive from any other source.\n\n          (b)  Waiver.  No provision of this Agreement shall be modified,\n               ------\nwaived or discharged unless the modification, waiver or discharge is agreed to\nin writing and signed by the Employee and by an authorized officer of the\nCompany (other than the Employee). No waiver by either party of any breach of,\nor of compliance with, any condition or provision of this Agreement by the other\nparty shall be considered a waiver of any other condition or provision or of the\nsame condition or provision at another time.\n\n          (c)  Whole Agreement.  No agreements, representations or\n               ---------------\nunderstandings (whether oral or written and whether express or implied) that are\nnot expressly set forth in this Agreement have been made or entered into by\neither party with respect to the subject matter hereof.\n\n          (d)  Choice of Law.  The validity, interpretation, construction and\n               -------------\nperformance of this Agreement shall be governed by the laws of the State of\nCalifornia.\n\n          (e)  Severability.  The invalidity or unenforceability of any\n               ------------\nprovision or provisions of this Agreement shall not affect the validity or\nenforceability of any other provision hereof, which shall remain in full force\nand effect.\n\n          (f)  Employment At Will; Limitation of Remedies.  The Company and\n               ------------------------------------------\nthe Employee acknowledge that the Employee's employment is at will, as defined\nin the applicable law. If the Employee's employment terminates for any reason,\nthe Employee shall not be entitled to any payments, benefits, damages, awards or\ncompensation other than as provided by this Agreement.\n\n          (g)  No Assignment of Benefits.  The rights of any person to payments\n               -------------------------\nor benefits under this Agreement shall not be made subject to option or\nassignment, either by voluntary or involuntary assignment or by operation of\nlaw, including (without limitation) bankruptcy, garnishment, attachment or other\ncreditor's process, and any action in violation of this Section 12(g) shall be\nvoid.\n\n          (h)  Taxes.  All payments made pursuant to this Agreement will be\n               -----\nsubject to all applicable reporting obligations and any tax or other\ncontributions required to be withheld under Federal, state or local law, as\ninterpreted by the Company.\n\n          (i)  Assignment by Company.  The Company may assign its rights under\n               ---------------------\nthis Agreement to an affiliate, and an affiliate may assign its rights under\nthis Agreement to another affiliate of the Company or to the Company. In the\ncase of any such assignment, the term \n\n                                      -10-\n\n \n'Company' when used in a section of this Agreement shall mean the corporation\nthat actually employs the Employee.\n\n          (j)  Counterparts.  This Agreement may be executed in counterparts,\n               ------------\neach of which shall be deemed an original, but all of which together will\nconstitute one and the same instrument.\n\n    IN WITNESS WHEREOF, each of the parties has executed this Agreement, in\nthe case of the Company by its duly authorized officer, as of the day and year\nfirst above written.\n\n\nCOMPANY:                       By: \/s\/ S.T. Jack Brigham III\n                                  --------------------------------------------\n                                   June 15, 1999\n\n                               Title: Senior Vice President Corporate Affairs,\n                                     -----------------------------------------\n                                      General Counsel\n\n\nEMPLOYEE:                          \/s\/ Robert P. Wayman\n                                  --------------------------------------------\n                                   Robert P. Wayman\n\n                                      -11-\n\n \n\n                                   EXHIBIT A\n                                   ---------\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 Robert P. Wayman ('Employee').\n\n     WHEREAS, Robert P. Wayman was employed by the Company;\n\n     WHEREAS, the Company and Employee have entered into an Employment Agreement\neffective as of May 20, 1999 (the 'Employment Agreement');\n\n     NOW THEREFORE, in consideration of the mutual promises made herein, the \nCompany and Employee (collectively referred to as 'the Parties') hereby agree as\nfollows:\n\n     1.    Termination.   Employee's employment from the Company terminated on \n           -----------\n________________.\n\n     2.    Consideration. Subject to and in consideration of Employee's release \n           -------------\nof claims as provided herein, the Company has agreed to pay Employee certain \nbenefits as set forth in the Employment Agreement.\n\n     3.    Payment of Salary. Employee acknowledges and represents that the \n           -----------------\nCompany has paid all salary, wages, bonuses, accrued vacation, commissions and \nany and all other benefits due to Employee.\n\n\n     4.    Release of Claims. Employee agrees that the foregoing consideration \n           -----------------\nrepresents settlement in full of all outstanding obligations owed to Employee by\nthe Company. Employee, on behalf of himself, and his respective heirs, family \nmembers, executors and assigns, hereby fully and forever releases the Company \nand its past, present and future officers, agents, directors, employees, \ninvestors, shareholders, administrators, affiliates, divisions, subsidiaries, \nparents, predecessor and successor corporations, and assigns, from, and agrees \nnot to sue or otherwise institute or cause to be instituted any legal or \nadministrative proceedings concerning any claim, duty, obligation or cause of \naction relating to any matters of any kind, whether presently known or unknown, \nsuspected or unsuspected, that he may possess arising from any omissions, acts \nor facts that have occurred up until and including the Effective Date of this \nAgreement including, without limitation.\n\n          (a)   any and all claims relating to or arising from Employee's \nemployment relationship with the Company and the termination of that \nrelationship;\n\n          (b)   any and all claims relating to, or arising from, Employee'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 or federal law;\n\n          (c)   any and all claims for wrongful discharge of employment; \ntermination in violation of public policy; discrimination; 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\n\n\n \nintentional interference with contract or prospective economic advantage; unfair\nbusiness practices; defamation; libel; slander; negligence; personal injury; \nassault; battery; invasion of privacy; false imprisonment; and conversion:\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 Employee 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\nEmployee agrees that the release set forth in this section shall be and remain \nin effect in all respects as a complete general release as to the matters \nreleased. This release does not extend to any obligations incurred under this \nAgreement.\n\n     5.   Acknowledgment of Waiver of Claims under ADEA. Employee acknowledges \n          ---------------------------------------------\nthat he is waiving and releasing any rights he may have under the Age\nDiscrimination in Employment Act of 1967 ('ADEA') and that this waiver and\nrelease is knowing and voluntary. Employee 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. Employee acknowledges that\nthe consideration given for this waiver and release Agreement is in addition to\nanything of value to which Employee was already entitled. Employee further\nacknowledges that he has been advised by this writing that (a) he should consult\nwith an attorney prior to executing this Agreement; (b) he has at least twenty-\n                 -----\none (21) days within which to consider this Agreement; (c) he has seven (7) days\nfollowing the execution 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, Palo Alto,\nCalifornia 94304, by close of business on the seventh day from the date that\nEmployee signs this Agreement.\n\n     6.  Civil Code Section 1542. Employee represents that he is not aware of \n         -----------------------\nany claims against the Company other than the claims that are released by this \nAgreement. Employee acknowledges that he has been advised by legal counsel and \nis familiar with the provisions of California Civil Code Section 1542, which \nprovides as follows:\n\n          A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES\n          NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE\n          RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS\n          SETTLEMENT WITH THE DEBTOR.\n\n \n     Employee, being aware of said code section, agrees to expressly waive any\nrights he 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. Employee represents that he has no \n          -----------------------------  \nlawsuits, claims, or actions pending in his name, or on behalf of any other \nperson or entity, against the Company or any other person or entity referred to\nherein. Employee also represents that he does not intend to bring any claims on \nhis own behalf or on behalf of any other person or entity against the Company or\nany other person or entity referred to herein.\n\n     8.   Confidentiality. Employee agrees to use his best efforts to maintain\n          ---------------\nin confidence the existence of this Agreement, the contents and terms of this \nAgreement, and the consideration for this Agreement (hereinafter collectively \nreferred to as 'Release Information'). Employee agrees to take every reasonable\nprecaution to prevent disclosure of any Release Information to third parties, \nand agrees that there will be no publicity, directly or indirectly, concerning \nany Release Information. Employee agrees to take every precaution to disclose \nRelease Information only to those attorneys, accountants, governmental entities,\nand family members who have a reasonable need to know of such Release \nInformation.\n \n     9.   No Cooperation. Employee agrees he will not act in any manner that \n          --------------\nmight damage the business of the Company. Employee agrees that he will not \ncounsel or assist any attorneys or their clients in the presentation or \nprosecution of any disputes, differences, grievances, claims, charges, or \ncomplaints by any third party against the Company and\/or any officer, director, \nemployee, agent, representative, shareholder or attorney of the Company, unless \nunder a subpoena or other court order to do so.\n\n     10.  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     11.  Authority. Employee represents and warrants that he has the capacity \n          ---------\nto act on his own behalf and on behalf of all who might claim through him to\nbind them to the terms and conditions of this Agreement.\n \n     12.  No Representations. Employee represents that he 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     13.  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     14.  Entire Agreement. This Agreement and the Employment Agreement and the\n          ----------------\nagreements and plans referenced therein represent the entire agreement and \nunderstanding between the Company and Employee concerning Employee's separation\nfrom the Company, and supersede and replace any and all prior agreements and\nunderstandings concerning Employee's relationship with the Company and his\ncompensation by the Company. This Agreement may only be amended in writing\nsigned by Employee and executive officer of the Company.\n    \n\n \n     15.  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     16.  Effective Date. This Agreement is effective eight (8) days after it \n          --------------\nhas been signed by both Parties.\n\n     17.  Counterparts. This Agreement may be executed in counterparts, and each\n          ------------\ncounterpart 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     18.  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 this \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                                                  ______________, an individual\n\n\nDated: ______________, ____                       ______________________________\n                                                  Robert P. Wayman\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-39238","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\/39238","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=39238"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39238"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39238"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39238"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}