{"id":39944,"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.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-transition-program","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-transition-program.html","title":{"rendered":"Executive Transition Program"},"content":{"rendered":"<pre>\n                            HEWLETT-PACKARD COMPANY\n\n                         EXECUTIVE TRANSITION PROGRAM\n\n                                 ARTICLE I   \n               PURPOSE, ESTABLISHMENT AND APPLICABILITY OF PLAN\n\n     A.   Purposes.  On March 2, 1999, Hewlett-Packard Company (the 'Company')\n          --------                                                            \nannounced its plans for a strategic realignment of the Company creating two\nindependent companies (the 'Realignment').  The Company's Board of Directors\n(the 'Board') recognizes that the Realignment is a distraction to key Employees\nand may cause such Employees to consider alternative employment opportunities.\nThe Board has determined that it is in the best interests of the Company and its\nstockholders to assure that the Company will have the continued dedication of\nthese Employees, notwithstanding the uncertainty created by the Realignment, and\nthat it is in the best interests of the Company and its stockholders to provide\nthese Employees with financial security and encouragement to remain with the\nCompany and to maximize the value of the Company following completion of the\nRealignment.\n\n     B.   Establishment of Plan.  As of the Effective Date, the Company hereby\n          ---------------------                                               \nestablishes the Plan, as set forth in this document.\n\n     C.   Applicability of Plan.  Subject to the terms of this Plan, the\n          ---------------------                                         \nbenefits provided by this Plan shall be available to those Employees who, on or\nafter the Effective Date, receive a Notice of Participation.\n\n                                  ARTICLE II\n                         DEFINITIONS AND CONSTRUCTION\n\n     Whenever used in the Plan, the following terms shall have the meanings set\nforth below.\n\n     A.   Board.  'Board' means the Board of Directors of the Company.\n          -----                                                       \n\n     B.   Cause.  'Cause' means (i) the Participant's willful failure to\n          -----                                                         \nsubstantially perform his or her material duties (other than as a failure\nresulting from the Participant's complete or partial incapacity due to physical\nor mental illness or impairment) for a period of thirty (30) days after a\nwritten demand for substantial performance is delivered to the Participant by\nthe Plan Administrator that specifically identifies the manner in which the Plan\nAdministrator believes that the Participant has not substantially performed his\nor her duties, (ii) a material and willful violation of a federal or state law\nor regulation applicable to the business of the Company, and (iii) a willful act\nby the Participant that constitutes gross misconduct and that is injurious to\nthe Company.  No act, or failure \n\n \nto act, by the Participant shall be considered 'willful' unless committed\nwithout good faith and without a reasonable belief that the act or omission was\nin the Company's best interests.\n\n     C.   Code.  'Code' means the Internal Revenue Code of 1986, as amended.\n          ----                                                              \n\n     D.   Company.  'Company' means Hewlett-Packard Company, any subsidiary\n          -------                                                          \ncorporations, any successor entities as provided in Article XI hereof, and any\nparent or subsidiaries of such successor entities.\n\n     E.   Constructive Termination.  The Participant's employment may be\n          ------------------------                                      \nterminated by reason of Constructive Termination.  For purposes of this Plan,\n'Constructive Termination' means the Participant terminates his or her\nemployment with the Company as a result of one or more of the following events\n(unless such event(s) applies generally to all officers of the Company): (i)\nwithout the Participant's express written consent, a reduction by the Company in\nthe Participant's annualized Target Pay relative to his or her annualized Target\nPay as in effect immediately prior to such reduction; (ii) a reduction in the\nParticipant's annualized base salary relative to his or her annualized base\nsalary as in effect immediately prior to such reduction (other than a reduction\nunder the Variable Pay Plan in accordance with its terms as consistently\napplied); and (iii) without the Participant's express written consent, a\nmaterial reduction by the Company in the kind or level of employee benefits to\nwhich the Participant is entitled immediately prior to such reduction with the\nresult that the Participant's overall benefits package is significantly reduced.\n\n     F.   Disability.  'Disability' means a disability under the Company's\n          ----------                                                      \nIncome Protection Plan that entitles the Participant to benefits under such Plan\nfor a period of at least twenty-six (26) weeks.\n\n     G.   Effective Date.  'Effective Date' means the date this Plan is approved\n          --------------                                                        \nby the Board.\n\n     H.   Employee.  'Employee' means an employee of the Company.\n          --------                                               \n\n     I.   ERISA.  'ERISA' means the Employee Retirement Income Security Act of\n          -----                                                               \n1974, as amended.\n\n     J.   Non-Qualified Retirement Plans.  'Non-Qualified Retirement Plans'\n          ------------------------------                                   \nmeans the following Company plans as in effect as of the Effective Date:\n\n          (i)   the Excess Benefit Retirement Plan;\n\n          (ii)  the Officers Early Retirement Plan; and\n\n          (iii) the International Retirement Guarantee.\n\n     K.   Notice of Participation.  'Notice of Participation' means an\n          -----------------------                                     \nindividualized written notice of participation in the Plan from an authorized\nofficer of the Company.\n\n     L.   Participant.  'Participant' means an individual who meets the\n          -----------                                                  \neligibility requirements of Article III.\n\n     M.   Plan.  'Plan' means this Hewlett-Packard Company Executive Transition\n          ----                                                                 \nProgram.\n\n                                      -2-\n\n \n     N.   Plan Administrator.  'Plan Administrator' means the Board or its\n          ------------------                                              \ncommittee or designate, as shall be administering the Plan.\n\n     O.   Release Agreement.  'Release Agreement' means the form of general\n          -----------------                                                \nwaiver, release and agreement a Participant must execute as a condition to\nreceiving severance and other benefits pursuant to Article V.\n\n     P.   Retirement.  'Retirement' means the Participant's resignation from the\n          ----------                                                            \nCompany after attaining age fifty-five (55) years of age with fifteen (15) or\nmore '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) or as defined by local country laws.\n\n     Q.   Severance Payment Factor.  'Severance Payment Factor' means, for each\n          ------------------------                                             \nParticipant, the Severance Payment Factor set forth in such Participant's Notice\nof Participation.\n\n     R.   Severance Payment Period.  'Severance Payment Period' means the period\n          ------------------------                                              \nof time, expressed as a number of whole months, over which a Participant's\nseverance payments are scheduled to be made pursuant to Article V.A(i).\n\n     S.   Target Pay.  'Target Pay' means the Participant's base salary and\n          ----------                                                       \nvariable amount for a fiscal period of the Company determined in accordance with\nthe Variable Pay Plan.\n\n     T.   Termination Date.  'Termination Date' means (i) the date on which the\n          ----------------                                                     \nCompany delivers notice of termination to the Participant or such later date,\nnot to exceed ninety (90) days, specified in the notice of termination, (ii) in\nthe event the term of employment ends by reason of the Participant's death, the\ndate of death, or (iii) if the Participant terminates his or her employment with\nthe Company, the date on which the Participant delivers notice of termination to\nthe Company.\n\n     U.   Transition Period.  'Transition Period' means the period beginning on\n          -----------------                                                    \nthe Effective Date and continuing until the second anniversary date of the\nEffective Date, or (ii) such later date as the Board may specify pursuant to its\nauthority under Article XII.\n\n     V.   Variable Pay Plan.  'Variable Pay Plan' means the Hewlett-Packard\n          -----------------                                                \nCompany 1999 Variable Pay Plan as in effect as of the Effective Date, as\namended, or any successor plan.\n\n                                  ARTICLE III\n                                  ELIGIBILITY\n\n     A.   Waiver.  As a condition of receiving benefits under the Plan, an\n          ------                                                          \nEmployee must sign the Release Agreement, attached hereto as Exhibit A.\n\n     B.   Participation in Plan.  Each Employee who is designated by the Board\n          ---------------------                                               \nand who signs and timely returns to the Company a Notice of Participation shall\nbe a Participant in the Plan.  A Participant shall cease to be a Participant in\nthe Plan upon ceasing to be an Employee unless such Participant is entitled to\nbenefits hereunder.  A Participant entitled to benefits hereunder shall remain a\nParticipant in the Plan until the full amount of the benefits have been\ndelivered to the Participant.\n\n                                      -3-\n\n \n                                  ARTICLE IV\n                  TRANSITION PERIOD COMPENSATION AND BENEFITS\n\n     During the Transition Period, the Company shall maintain compensation and\nbenefit programs for the benefit of Plan Participants as follows:\n\n     A.   Cash Compensation.  Participants shall receive a base salary and shall\n          -----------------                                                     \nbe eligible to receive additional variable compensation.  During the Transition\nPeriod, a Participant's Target Pay shall be determined in accordance with the\nVariable Pay Plan.  During the Transition Period, the Plan Administrator shall\nreview the Participant's base salary and variable compensation then in effect at\nleast annually and shall increase such amounts as the Company may approve.  The\nParticipant's base salary and variable compensation shall be payable in\naccordance with the Company's normal payroll practices and, in the case of the\nvariable compensation, in accordance with the terms of the Variable Pay Plan.\n\n     B.   Equity Compensation.  During the Transition Period, Participants shall\n          -------------------                                                   \nbe eligible to receive stock options, stock and other equity-based compensation\nawards under the Company's equity compensation plans and programs, subject in\neach case to the generally applicable terms and conditions of the applicable\nplan or program in question and to the sole determination of the Board or any\ncommittee administering such plan or program.\n\n     C.   Employee Benefits.  During the Transition Period, Participants shall\n          -----------------                                                   \nbe eligible to participate in the employee benefit plans and executive compensa\ntion programs maintained by the Company applicable to other senior executives of\nthe Company, including (without limitation) the Company's Executive Deferred\nCompensation Plan, retirement plans, savings or profit-sharing plans, incentive\nor other bonus plans, life, disability, health, accident and other insurance\nprograms, vacation, sick leave, personal time off and similar plans or programs,\nsubject in each case to the generally applicable terms and conditions of the\napplicable plan or program in question and to the sole determination of the\nBoard or any committee administering such plan or program.\n\n     D.   Retirement Benefits.  Certain of the Participants are covered under\n          -------------------                                                \none or more of the Non-Qualified Retirement Programs, in addition to the\nCompany's Retirement Plan and its Deferred Profit-Sharing Plan.  With respect to\nsuch Participants, except as provided below with respect to the Officers Early\nRetirement Plan, during the Transition Period the Company shall continue to\nmaintain such Non-Qualified Retirement Plans (or such comparable alternative\nnon-qualified retirement arrangements as the Company may, in its discretion,\ndetermine to be sufficient to satisfy its obligations to the Participants under\nthis Article IV.D, so as to provide benefits to the Participants that are no\nless favorable than those available to the Participants under such Plans as of\nthe Effective Date, it being the Company's intention to deliver benefits to the\nParticipants at a level that is not less than that currently provided under the\nNon-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 eligible Officers Early Retirement Plan participants,\nand will credit such amounts to the participants' accounts under the Company's\nExecutive Deferred Compensation Plan, subject to the terms and conditions of\nthat Plan.  Except as otherwise provided herein, the amount so credited to \n\n                                      -4-\n\n \nthe Executive Deferred Compensation Plan shall be subject to a vesting condition\nbased on the Participant's continued employment with the Company.\n\n     E.   Other Benefits.  The Participant shall be entitled to such other\n          --------------                                                  \nbenefits, if any, as may be specified by the Plan Administrator on the\nParticipant's Notice of Participation.\n\n                                   ARTICLE V\n                           TERMINATION OF EMPLOYMENT\n\n     If a Participant's employment with the Company terminates for any reason\nduring the Transition Period, he or she may be entitled to severance and other\nbenefits as follows:\n\n     A.   Involuntary or Constructive Termination; Disability.  If the Company\n          ---------------------------------------------------                 \nterminates a Participant's employment other than for Cause, or if the\nParticipant terminates his or her employment as a result of Constructive\nTermination, or if the Participant's employment terminates by reason of\nDisability, then, subject to the Participant's obligations under the Release\nAgreement, the Participant shall be entitled to receive the following severance\nand other benefits:\n\n          (i)   Cash Payments.  The Participant shall be entitled to severance\n                -------------\nequal to the product obtained by multiplying the Participant's annualized Target\nPay for the Company's fiscal period then in effect times the Participant's\nSeverance Payment Factor; provided, however, that in the event that the\nParticipant's termination is by reason of the Participant's Disability, any cash\npayment to which the Participant is entitled herein shall be offset by any cash\ndisability payments to which the Participant is entitled under the Company's\ndisability plans and programs. Such severance shall be paid to the Participant\nin substantially equal installments in accordance with the Company's normal\npayroll over the Severance Payment Period, beginning within fifteen (15)\ncalendar days of the Participant's Termination Date.\n\n          (ii)  Options.  The unvested portion of any stock option(s) held by\n                -------\nthe Participant under the Company's stock plans shall vest and become\nexercisable in full.\n\n          (iii) Restricted Stock.  Except as otherwise provided below with\n                ----------------\nrespect to 'performance-based' restricted stock, the unvested portion of any\nrestricted stock granted to the Participant under the Company's stock plans\nshall vest in full on the Termination Date; with respect to restricted stock\nawarded to the Participant that is subject to vesting based upon the attainment\nof performance targets, the Participant shall vest in a portion of the unvested\nshares of such restricted stock and shall receive a number of unrestricted\nshares, such portion and such number to be determined by the Company in\naccordance with past practices consistently applied with respect to unvested\nshares of restricted stock in the case of an employee whose employment\nterminates by reason of retirement or permanent and total disability.\n\n          (iv)  Retiree Benefits.  If specified on the Participant's Notice of\n                ----------------                                              \nParticipation, the Participant shall be credited with additional service for\neligibility purposes under the Company's Continued Group Medical and SeniorMed\nProgram.  In addition, any employment or other similar requirement applicable to\nthe Officers Early Retirement Plan termination amount (as credited to the\nParticipant's account under the Company's Executive Deferred Compensation Plan,\ntogether with any earnings credited thereto) shall be waived.\n\n                                      -5-\n\n \n          (v)   Health Plan Coverage and Financial Counseling. The Participant\n                ---------------------------------------------\nmay elect, to the extent eligible, to continue his or her group health insurance\nbenefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985,\nas amended (COBRA). The Company shall also provide to the Participant for one\nyear after the Termination Date professional financial counseling services\ncomparable in scope and value to the financial counseling services made\navailable to the Participant immediately prior to the Termination Date.\n\n          (vi)  Other Benefits.  The Participant shall be entitled to such other\n                --------------                                                  \nbenefits, if any, as may be specified by the Plan Administrator on the\nParticipant's Notice of Participation.\n\n     B.   Other Termination.  If (i) the Participant voluntarily resigns from\n          -----------------                                                  \nthe Company (other than as a Constructive Termination), (ii) the Company\nterminates the Participant's employment for Cause, or (iii) the Participant's\nemployment terminates by reason of his or her Retirement or death, then the\nParticipant shall not be entitled to receive severance or other benefits under\nthis Plan and shall be entitled to benefits (if any) only as may then be\nestablished under the Company's then existing benefit plans and policies at the\ntime of such resignation or termination.\n\n                                  ARTICLE VI\n         GOLDEN PARACHUTE EXCISE TAX AND NON-DEDUCTIBILITY LIMITATIONS\n\n     In the event that the benefits provided for in this Plan otherwise\nconstitute 'parachute payments' within the meaning of Section 280G of the Code\nand would, but for this Article VI, be subject to the excise tax imposed by\nSection 4999 of the Code (the 'Excise Tax'), then the Participant's benefits\nunder Article V shall be either:\n\n          (i)   delivered in full, or\n\n          (ii)  delivered as to such lesser extent as would result in no portion\nof such benefits being subject to the Excise Tax,\n\nwhichever of the foregoing amounts, taking into account the applicable federal,\nstate and local income taxes and the Excise Tax, results in the receipt by\nParticipant on an after-tax basis, of the greatest amount of benefits,\nnotwithstanding that all or some portion of such benefits may be taxable under\nSection 4999 of the Code.  Unless the Company and the Participant otherwise\nagree in writing, all determinations required to be made under this Article,\nincluding the manner and amount of any reduction in the Participant's benefits\nunder Article V, and the assumptions to be utilized in arriving at such\ndeterminations, shall be made in writing in good faith by the accounting firm\nserving as the Company's independent public accountants immediately prior to the\nevent giving rise to such Payment (the 'Accountants').  For purposes of making\nthe calculations required by this Article VI, the Accountants may make\nreasonable assumptions and approximations concerning the application of Sections\n280G and 4999 of the Code.  The Company and the Participant shall furnish to the\nAccountants such information and documents as the Accountants may reasonably\nrequest to make a determination under this Article.  The Company shall bear all\ncosts the Accountants may reasonably incur in connection with any calculations\ncontemplated by this Article.\n\n                                      -6-\n\n \n                                  ARTICLE VII\n                           FUNDING POLICY AND METHOD\n\n     Benefits and any administrative expenses arising in connection with the\nPlan shall be paid as needed solely from the general assets of the Company.  No\ncontributions are required from any Participant.  This Plan shall not be\nconstrued to require the Company to fund any of the benefits provided hereunder\nnor to establish a trust for such purpose.  Participants' rights against the\nCompany with respect to severance and other benefits provided under this Plan\nshall be those of general unsecured creditors.  No Participant has an interest\nin his or her severance or other benefits under this Plan until the Participant\nactually receives a payment.\n\n                                 ARTICLE VIII\n                               CLAIMS PROCEDURE\n\n     In the event any claim for benefits is denied, in whole or in part, the\nCompany shall notify the claimant of such denial in writing and shall advise the\nclaimant of his or her right to appeal the denial.  Such written notice shall\nset forth the specific reasons for the denial and shall be given to the claimant\nwithin ninety (90) days after the Company receives his or her claim.\n\n                                  ARTICLE IX\n                               REVIEW PROCEDURE\n\n     A.   Review Panel.  The Review Panel appointed for the Hewlett-Packard\n          ------------                                                     \nCompany Deferred Profit Sharing and Retirement Plan shall be named fiduciary\nthat shall have discretionary authority to act with respect to appeals from\ndenials of claims for benefits under the Plan.\n\n     B.   Right to Appeal.  Any person whose claim for benefits is denied, in\n          ---------------                                                    \nwhole or in part, may appeal from the denial by submitting a written request for\nreview of the claim to the Review Panel within sixty (60) days after receiving\nwritten notice of the denial from the Company.\n\n     C.   Form of Request for Review.  A request for review must be made in\n          --------------------------                                       \nwriting and shall be addressed as follows:  'Review Panel Under the Hewlett-\nPackard Company Executive Transition Program; 3000 Hanover St., Palo Alto,\nCalifornia 94304.'  A request for review shall set forth all of the grounds upon\nwhich it is based, all facts and support thereof and any other matters that the\nclaimant deems pertinent.\n\n     D.   Review Panel Decision.  Within sixty (60) days after receipt of a\n          ---------------------                                            \nrequest for review, the Review Panel shall give written notice of its decision\nto the claimant and the Company.  In the event the Review Panel confirms the\ndenial of the claim for benefits, in whole or in part, such notice shall set\nforth, in a manner calculated to be understood by the claimant, specific reasons\nfor such denial and specific references to the Plan provisions on which the\ndecision was based.  In the event that the Review Panel determines that the\nclaim for benefits should not have been denied, in whole or in part, the Company\nshall take appropriate remedial action as soon as reasonably practicable after\nreceiving notice of the Review Panel's decision.\n\n                                      -7-\n\n \n                                   ARTICLE X\n                        EMPLOYMENT STATUS; WITHHOLDING\n\n     A.   Employment Status.  This Plan does not constitute a contract of\n          -----------------                                              \nemployment or impose on the Participant or the Company any obligation to retain\nthe Participant as an Employee, to change the status of the Participant's\nemployment, or to change the Company's policies regarding termination of\nemployment.  The Participant's employment is and shall continue to be at-will,\nas defined under applicable law.  If the Participant's employment with the\nCompany or a successor entity terminates for any reason, the Participant shall\nnot be entitled to any payments, benefits, damages, awards or compensation other\nthan as provided by this Plan, or as may otherwise be available in accordance\nwith the Company's established employee plans and practices or other agreements\nwith the Company at the time of termination.\n\n     B.   Taxes.  All payments made pursuant to this Plan shall be subject to\n          -----                                                              \nall applicable reporting obligations and any tax or other contributions required\nto be withheld under Federal, state or local law, or the applicable laws of any\nnon-U.S. taxing authority as interpreted by the Company.\n\n                                  ARTICLE XI\n                    SUCCESSORS TO COMPANY AND PARTICIPANTS\n\n     A.   Company's Successors.  Any successor to the Company (whether direct or\n          --------------------                                                  \nindirect and whether by purchase, lease, merger, consolidation, liquidation or\notherwise) to all or substantially all of the Company's business and\/or assets\nshall assume the obligations under this Plan and agree expressly to perform the\nobligations under this Plan by executing a written agreement.  For all purposes\nunder this Plan, the term 'Company' shall include any successor to the Company's\nbusiness and\/or assets which executes and delivers the assumption agreement\ndescribed in this subsection or which becomes bound by the terms of this Plan by\noperation of law.\n\n     B.   Participant's Successors.  All rights of the Participant hereunder\n          ------------------------                                          \nshall inure to the benefit of, and be enforceable by, the Participant's personal\nor legal representatives, executors, administrators, successors, heirs,\ndistributees, devisees and legatees.\n\n                                  ARTICLE XII\n                      DURATION, AMENDMENT AND TERMINATION\n\n     A.   Duration.  This Plan shall terminate on the second anniversary of the\n          --------                                                             \nEffective Date, unless this Plan is extended by the Board.\n\n     B.   Plan Amendment.  The Board shall have the discretionary authority to\n          --------------                                                      \namend the Plan in any respect by resolution adopted by a majority of the Board;\nprovided, however, that the Board may not amend the Plan in any way that is\nadverse to a Plan Participant without the Participant's written consent.\n\n                                      -8-\n\n \n                                 ARTICLE XIII\n                                    NOTICE\n\n     A.   General.  Notices and all other communications contemplated by this\n          -------                                                            \nPlan shall be in writing and shall be deemed to have been duly given when\npersonally delivered or when mailed by U.S. registered or certified mail, return\nreceipt requested and postage prepaid.  In the case of the Participant, mailed\nnotices shall be addressed to him or her at the home address which he or she\nmost recently communicated to the Company in writing.  In the case of the\nCompany, mailed notices shall be addressed to its corporate headquarters, and\nall notices shall be directed to the attention of its General Counsel.\n\n     B.   Notice of Termination by the Company.  Any termination by the Company\n          ------------------------------------                                 \nof the Participant's employment with the Company during the Transition Period\nshall be communicated by a notice of termination to the Participant at least\nfive (5) days prior to the date of such termination (or at least thirty (30)\ndays prior to the date of a termination by reason of the Participant's\nDisability). Such notice shall indicate the specific termination provision or\nprovisions in this Plan relied upon (if any), shall set forth in reasonable\ndetail the facts and circumstances claimed to provide a basis for termination\nunder the provision or provisions so indicated, and shall specify the\nTermination Date.\n\n     C.   Notice by the Participant of Constructive Termination by the Company.\n          -------------------------------------------------------------------- \nIn the event that the Participant determines that a Constructive Termination has\noccurred at any time during the Transition Period, the Participant shall give\nwritten notice to the Company that such Constructive Termination has occurred.\nSuch notice shall be delivered by the Participant to the Company within ninety\n(90) days following the date on which such Constructive Termination occurred,\nshall indicate the specific provision or provisions in this Plan upon which the\nParticipant relied to make such determination and shall set forth in reasonable\ndetail the facts and circumstances claimed to provide a basis for such\ndetermination.  The failure by the Participant to include in the notice any fact\nor circumstance which contributes to a showing of Constructive Termination shall\nnot waive any right of the Participant hereunder or preclude the Participant\nfrom asserting such fact or circumstance in enforcing his or her rights\nhereunder.\n\n                                  ARTICLE XIV\n                           MISCELLANEOUS PROVISIONS\n\n     A.   No Duty to Mitigate.  The Participant shall not be required to\n          -------------------                                           \nmitigate the amount of any benefits contemplated by this Plan, nor shall any\nsuch benefits be reduced by any earnings or benefits that the Participant may\nreceive from any other source, except as provided in Article V.A(i).\n\n     B.   Severability.  The invalidity or unenforceability of any provision or\n          ------------                                                         \nprovisions of this Plan shall not affect the validity or enforceability of any\nother provision hereof, which shall remain in full force and effect.\n\n     C.   No Assignment of Benefits.  The rights of any person to payments or\n          -------------------------                                          \nbenefits under this Plan shall not be made subject to option or assignment,\neither by voluntary or involuntary assignment or by operation of law, including\n(without limitation) bankruptcy, garnishment, attachment or other creditor's\nprocess, and any action in violation of this subsection shall be void.\n\n                                      -9-\n\n \n                                  ARTICLE XV\n                          ERISA REQUIRED INFORMATION\n\n     A.   Plan Sponsor.  The Plan sponsor and administrator is:\n          ------------                                         \n\n          Hewlett-Packard Company\n          3000 Hanover Street\n          Palo Alto, CA 94304\n\n     B.   Designated Agent.  Designated agent for service of process:\n          ----------------                                           \n\n          General Counsel\n          Hewlett-Packard Company\n          3000 Hanover Street\n          Palo Alto, CA 94303\n\n     C.   Plan Records.  Plan records are kept on a fiscal year basis.\n          ------------                                                \n\n     D.   Plan Funding.  The Plan is funded from the Company's general assets.\n          ------------                                                        \n\n                                      -10-\n\n \n             HEWLETT-PACKARD COMPANY EXECUTIVE TRANSITION PROGRAM\n\n                            NOTICE OF PARTICIPATION\n\n\nTo:\n\nDate:\n\n\n     The Board has designated you as a Participant in the Hewlett-Packard\nCompany Executive Transition Program (the 'Plan'), a copy of which is attached\nhereto.  The terms and conditions of your participation in the Plan are as set\nforth in the Plan and in this Notice of Participation.  As a condition to\nreceiving benefits under the Plan you agree (i) to sign a general waiver,\nrelease and agreement, substantially in the form attached to the Plan as Exhibit\nA, and (ii) to maintain in complete confidence your participation in the Plan as\nwell as the contents and terms of this Notice of Participation. The variables\nrelating to your Plan participation are as follows:\n\n     Severance Payment Factor:                         [__________]\n\n     Severance Payment Period:                         [_______ months]\n\n     Additional Credited Service (Retiree Medical)     [________months]\n\n     [Retention Bonus (payable to Participant\n     on [date] as a single lump sum amount (cash)\n     or stock), provided the Participant remains\n     employed by the Company through such date;\n     the accelerated vesting provision of Article\n     V.A(iii) shall not apply to the Retention Bonus:  $_______________]\n\n     [Other Benefits:                                  e.g., relocation]\n\n     If you agree to participate in the Plan on these terms and conditions,\nplease acknowledge your acceptance by signing below.  Please return the signed\ncopy of this Notice of Participation within ten (10) days of the date set forth\nabove to:\n\n          _______________________________\n\n          _______________________________\n          3000 Hanover Street\n          Palo Alto, California 94304\n\n \n     Your failure to timely remit this signed Notice of Participation will\nresult in your removal from the Plan.  Please retain a copy of this Notice of\nParticipation, along with the Plan, for your records.\n\n\nDate:___________________________  Signature:________________________________\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-39944","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\/39944","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=39944"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39944"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39944"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39944"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}