{"id":39943,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-transition-program-general-waiver-release-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-transition-program-general-waiver-release-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-transition-program-general-waiver-release-and.html","title":{"rendered":"Executive Transition Program General Waiver, Release and Agreement &#8211; Hewlett-Packard Co. and Carolyn Ticknor"},"content":{"rendered":"<pre>                                                                      HP Private\n\n\n                             HEWLETT-PACKARD COMPANY\n                          EXECUTIVE TRANSITION PROGRAM\n                      GENERAL WAIVER, RELEASE AND AGREEMENT\n                (Modified to include Enhanced Severance Package)\n\n\n1.   I understand that my employment with Hewlett-Packard Company (\"HP\") will\nend as set forth below and that I will be paid severance and other benefits\naccording to the terms of this document and the Hewlett-Packard Executive\nTransition Program (\"Transition Program\") only if I sign and do not revoke\nthis General Waiver, Release and Agreement (\"Agreement\"). I understand and\nagree that the terms of the Transition Program are incorporated by\nreference in this Agreement, and that but for this Agreement, I would not\nbe entitled to any severance payments or other termination benefits from\nHP.\n\nI further understand that in addition to benefits made available to me under the\nTransition Program, HP and I have negotiated an Enhanced Severance as follows:\n\na.   On March 15, 2001 I will step down from my current management position.\nFrom that date and continuing through June 30, 2001, I will engage in such\ntransition activities as HP may reasonably request. Commencing March 16, 2001 I\nwill commence a terminal personal leave of absence which will end on my official\nretirement date of January 31, 2003. Except as noted in this document, such\nleave will be on the same terms and conditions as are generally made available\nto employees of HP granted personal leaves of absence. While on such leave, it\nis understood that I may seek, obtain, and engage in outside employment so long\nas such employment is approved by HP and consistent with HP's Standards of\nBusiness Conduct. I further understand that while on leave, I shall remain an\nemployee of HP and shall be subject to the same expectations and standards that\nHP has for all of its employees in terms of conduct, behavior, loyalty and the\nlike.\n\nb.   While on leave of absence, I shall receive a severance payment of\n$1,920,000.00 (1.5 times my base salary and bonus at target). This amount will\nbe paid out in twenty-two equal monthly installments during my leave of absence.\nShould I accept employment during my leave which is not approved by HP, or which\nis inconsistent with HP's Standards of Business Conduct, or should I engage in\nconduct which would justify a termination for cause as that term is used in the\nTransition Program, I understand that my employment will be terminated, if such\nconduct, if curable, is not cured within thirty days after written demand by HP.\nIn the event of such termination, all severance payments described in\nsubparagraphs (b) and (d) hereof and other benefits contemplated by this\nAgreement shall cease and eligibility for benefits including, but not limited to\nmedical care, vesting of options, etc. will be determined upon the same basis as\nwould be the case for any employee whose employment is terminated for cause.\n\nc.   On January 31, 2003, I shall retire from HP, and I hereby tender my\nresignation effective on that date. Such tender shall become irrevocable once\nthis Agreement becomes effective.\n\nd.   Following my retirement, I shall receive an additional severance payment of\n$3,000,000 which sum shall be paid out in equal installments over the twelve\nmonth period following my retirement provided I comply with the obligations set\nforth in paragraph 5 below.\n\n\n                                  Page 1 of 4\n\n\n\n\n\n                                                                      HP Private\n\n\ne.   I will continue to receive HP paid financial counseling in calendar years\n2001 and 2002 at $12,500 per year. In addition, I will be provided with one year\nHP paid financial counseling after retirement up to $25,000 for calendar year\n2003 through April 15, 2004.\n\nf.   Exhibit A attached hereto is hereby incorporated in and made part of this\nGeneral Waiver, Release and Agreement.\n\n2.   With regard to Equity:\n\n     i.   Upon retirement, all non-qualified options (including discounted\noptions) will be fully vested. As a retiree, I will have the lesser of the\nexpiration date of the option or up to three years from the date of my\nretirement to exercise the options.\n\n     ii.  So long as I am on leave or qualify as a retiree, Restricted Stock\n(including retention bonus restricted stock) will continue to vest as normal and\nwill be released at the scheduled dates when restrictions lapse. The prohibition\nagainst engaging in activities deemed to be a conflict of interest during the\nrestriction period will continue.\n\n     iii. Upon retirement, restricted shares, if any, in the Stock Purchase Plan\nwill become unrestricted and the shares will be released to me subject to\npayment of taxes and other plan requirements.\n\n     iv.  Upon retirement, I will receive all benefits, including Retiree\nMedical, that are applicable to retirees subject to the requirements of the\napplicable plan(s).\n\n     v.   Upon retirement, sums held in the Executive Deferred Compensation\nPlan, Taxcap, and other plans will be paid out in accordance with the terms of\nthe plan(s).\n\n     vi.  Following retirement, I understand that HP will provide me with one\nyear of paid financial counseling up to a total of twenty-five thousand dollars\nprovided I otherwise comply with the terms of this agreement.\n\n3.   In exchange for HP's payment of these severance and other benefits under\nthe Transition Program and the Enhanced Severance Benefits described above, I\ncompletely release and forever discharge HP, its past, present and future\nsuccessors, officers, directors, agents, and employees, from all claims, damages\n(including but not limited to general, special, punitive, liquidated and\ncompensatory damages) and causes of action of every kind, nature and character,\nknown or unknown, in law or equity, fixed or contingent, which I may now have,\nor I ever had arising from or in any way connected with my employment\nrelationship or the termination of my employment with HP. This release includes,\nbut is not limited to, all \"wrongful discharge\" claims, all claims relating to\nany contracts of employment express or implied, any covenant of good faith and\nfair dealing express or implied, any tort of any nature, any federal, state, or\nmunicipal statute or ordinance, any claims for employment discrimination,\nincluding sexual harassment, any claims under the California Fair Employment and\nHousing Act, the California Labor Code, Title VII of the Civil Rights Act of\n1964, as amended, the Age Discrimination in Employment Act (\"ADEA\"), the Older\nWorkers Benefit Protection Act, 42 U.S.C. Section 1981, the Worker Adjustment\nand Retraining Notification Act, and any other laws and regulations relating to\nemployment, and any and all claims for attorney's fees \n\n\n                                  Page 2 of 4\n\n\n\n\n\n                                                                      HP Private\n\n\nand costs. I understand that this release does not apply to any claims arising\nunder the ADEA after the effective date of this Agreement.\n\n4.   Other than those items of computer equipment which HP releases to me, I\nagree to return to HP all HP computers, peripherals, supplies, equipment,\nconfidential and proprietary information and other property. I understand and\nagree that, as an express condition of receiving severance and other benefits\nunder the Transition Program and this Agreement, I will not disclose to others,\nor take or use for my own purposes or for the purposes of others, any\nInformation owned or controlled by HP or any of its subsidiary or affiliated\ncompanies. I agree that these restrictions shall also apply to all (i)\nInformation in HP's possession belonging to third parties, and (ii) Information\nconceived, originated, discovered or developed, in whole or in part, by me while\nan employee of HP. As used herein, \"Information\" includes trade secrets and\nother confidential or proprietary business, technical, personnel or financial\ninformation, whether or not my work product, in written, graphic, oral or other\ntangible or intangible forms, including but not limited to specifications,\nsamples, records, data, computer programs, drawings, diagrams, models, customer\nnames, business or marketing plans, studies, analyses, projections and reports,\ncommunications by or to attorneys (including attorney-client privileged\ncommunications), memos and other materials prepared by attorneys or under their\ndirection (including attorney work product), and software systems and processes.\nAny Information that is not readily available to the public shall be considered\nto be a trade secret and confidential property, even if it is not specifically\nmarked as such, unless HP advises me otherwise in writing. I also agree that I\nwill not disparage HP in any way in response to any inquiry from the press,\npublic media or any other third parties.\n\n5.   As a condition precedent to the receipt of any severance payments, I agree\nthat for a period of twelve months immediately following the termination of my\nemployment with HP, I will not: (i) render services for any organization or\nengage directly or indirectly in any business that, in the opinion of HP,\ncompetes with or is in conflict with the interests of HP; (ii) directly or\nindirectly, induce or attempt to influence any employee of HP to leave its\nemploy. I agree that HP would suffer an irreparable injury if I were to breach\nthe covenants contained in this paragraph and that HP would by reason of such\nbreach or threatened breach be entitled to injunctive relief in a court of\nappropriate jurisdiction and I hereby stipulate to the entering of such\ninjunctive relief prohibiting me from engaging in such conduct.\n\n6.   If I am a California resident, I expressly waive Section 1542 of the\nCalifornia Civil Code, which provides that \"A general release does not extend to\nclaims which the creditor does not know or suspect to exist in his favor at the\ntime of executing the release which if known by him must have materially\naffected his settlement with the debtor.\" If I am a resident of another state, I\nagree to waive the benefits of any statute similar in terms and effect to this\nprovision.\n\n7.   I have not relied on any representations or statements not set forth in\nthis Agreement with regard to the subject matter, basis or effect of this\nAgreement or otherwise. This Agreement may be amended only in writing, signed by\nme and HP's General Counsel.\n\n8.   I understand that if I am aged 40 or older I have 21 days from the date I\nreceive this Agreement to consider and sign this Agreement. If I am under age\n40, I understand that I have 10 days from the date I receive this Agreement to\n\n\n                                  Page 3 of 4\n\n\n\n\n\n                                                                      HP Private\n\n\nconsider and sign it. I also understand that if I am age 40 or older, I have\nseven days to revoke this Agreement after I sign it, and if I am under age 40, I\nhave three days to revoke it. I understand that any such revocation must be in\nwriting and must be received by HP's General Counsel no later than the last day\nof the applicable revocation period. The effective date of this Agreement is the\nday after the revocation period ends, I understand that I will not receive the\nbenefits and privileges of this Agreement until the effective date.\n\n9.   This Agreement sets forth the entire agreement between me and HP concerning\nthe termination of my employment and supercedes any other written or oral\npromises concerning the subject matter of this Agreement.\n\nI HAVE BEEN ADVISED TO DISCUSS ALL ASPECTS OF THIS AGREEMENT WITH AN ATTORNEY OR\nADVISOR OF MY CHOICE. I HAVE CAREFULLY READ AND FULLY UNDERSTAND ALL THE\nPROVISIONS OF THIS AGREEMENT AND I VOLUNTARILY AGREE TO IT.\n\n\n                                            Hewlett-Packard Company\n\n\n\/s\/ CAROLYN TICKNOR                         \/s\/ JAMES R. OTIENO\n----------------------------------          ----------------------------------\nCarolyn Ticknor                             By: James Otieno\n                                            Director, Executive \n                                            Compensation and Services\n\nDate: 2-13-01                               Date: 2-13-01\n      ----------------------------                ----------------------------\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                  Page 4 of 4\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":[9539,9551],"class_list":["post-39943","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__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39943","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=39943"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39943"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39943"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39943"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}