{"id":40226,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/officers-early-retirement-plan-hewlett-packard-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"officers-early-retirement-plan-hewlett-packard-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/officers-early-retirement-plan-hewlett-packard-co.html","title":{"rendered":"Officers Early Retirement Plan &#8211; Hewlett-Packard Co."},"content":{"rendered":"<pre>\n                        HEWLETT-PACKARD COMPANY OFFICERS\n                             EARLY RETIREMENT PLAN\n\n                  SECTION 1. ESTABLISHMENT AND PURPOSE OF PLAN\n\n        The Hewlett-Packard Company Officers Early Retirement Plan was adopted\nand established effective April 1, 1983 (the 'Effective Date'). The Plan was\nlast amended and restated as of January 1, 1996 to read as set forth herein.\nThe Plan is intended to provide benefits for a select group of management and\nhighly compensated employees referred to as 'Officers' herein. The purpose of\nthe program is to provide an opportunity for Officers to retire early with the\nbenefits provided in Section 4.\n\n\n                             SECTION 2. DEFINITIONS\n\n        The following words and phrases when capitalized and used in this Plan\nshall have the following meaning unless from the context it clearly appears\notherwise:\n\n\n\n        (a) 'Anniversary Year' means, with respect to any Officer, a period of\ntwelve (12) consecutive months commencing on his or her Election Date and each\nannual anniversary of such date at which the individual continues to be an\nOfficer. \n\n        (b) 'Company' means Hewlett-Packard Company, a California corporation.\n\n        (c) 'Early Retirement Benefit' means the benefit provided under Section\n4. A Participant's Early Retirement Benefit shall commence the month following\nhis or her termination of employment.\n\n        (d) 'Election Date' means the date as of which an individual becomes an\nOfficer by action of the Board of Directors of the Company.\n\n        (e) 'Eligible Employee' means an Employee who at termination of\nemployment either is an Officer or has been an Officer during his or her career.\n\n        (f) 'Employee' means an individual employed by the Company or any\nforeign or domestic subsidiary of the Company.\n\n        (g) 'ERISA' means the Employee Retirement Income Security Act of\n1974, as it may be amended from time to time.\n\n                                       2\n\n\n\n        (h) 'Final Base Rate of Pay' means the greater of (i) the Rate of Pay\non the last day of an Employee's active employment, or (2) the Rate of Pay on\nthe last day an Employee is an Officer.\n\n        (i) 'Normal Retirement Date' means the last day of the month in which\nan individual attains age sixty five (65).\n\n        (j) 'Officer' means any Employee who, with respect to the Company,\nholds the title of president or vice president, and is on the U.S. dollar\npayroll of the Company.\n\n        (k) 'Participant' means any individual who is receiving or entitled to\nreceive benefits under the Plan.\n\n        (l) 'Plan' means the Hewlett-Packard Company Officers Early Retirement\nPlan, as amended from time to time.\n\n        (m) 'Rate of Pay' means, with respect to an Employee, the average of\nhis or her monthly rates of pay in effect at the beginning of a fiscal quarter\nfor the four (4) consecutive fiscal quarters ending with the fiscal quarter in\nwhich the determination is made.\n\n        (n) 'Vested Fraction' means with respect to an Officer who has an\nElection Date prior to November 1, 1993, one (1.0); and with respect to an\nOfficer who has an Election Date on\n\n                                       3\n\n\nand after November 1, 1993 a fraction determined by the service of the\nindividual as an Officer after his or her Election Date pursuant to the\nfollowing Vesting Schedule:\n\n\n                        Vesting Schedule\n\n<font size=\"2\">\nNumber of Anniversary Years             Vested\n  Following Election Date              Fraction\n\n                                    \n\nLess than 1                              0\n\n1 but less than 2                       .2\n\n2 but less than 3                       .4\n\n3 but less than 4                       .6\n\n4 but less than 5                       .8\n\n5 or more                              1.0\n\n<\/font>\n\n        (o) 'Years of Full-Time Equivalent Service' means twelve (12) month\nperiods of service or, in the case of an individual employed in other than\nfull-time status, such longer periods of service required to aggregate two\nthousand eighty-eight (2088) standard hours, and during which an individual is\nin active pay status on the U.S. Dollar payroll of the Company. Such periods\nshall include, without limitation, flexible time off, vacation, sick leave,\njury duty, holidays, and bereavement leave. Such periods shall not include\npersonal or medical leaves of absence.\n\n        Years of Full-Time Equivalent Service shall include all 'Years of\nService' as defined in the Plan and accrued as of December 31, 1988. Years of\nFull-Time Equivalent Service shall include service with a foreign subsidiary of\nthe Company.\n\n                                       4\n\n\n        The determination of an individual's Years of Full-Time Equivalent\nService shall be made by the Company consistent with the determination of\nforeign and United States service for service-based welfare benefit programs\nsponsored by the Company.\n\n        For all purposes under the Plan, the total Years of Full-Time\nEquivalent Service of an Eligible Employee shall be determined as of the last\nday an Employee is an Officer.\n\n        The determination of an individual's Years of Full-Time Equivalent\nService shall be made by the Company, and such determination shall be\nconclusive and binding on all persons.\n\n\n                    SECTION 3. ELIGIBILITY AND PARTICIPATION\n\n        (a) Eligibility. Any Eligible Employee whose employment terminates upon\nor after attainment of age sixty (60) while this Plan is in effect shall be\neligible to participate in this Plan. By action of the Board of Directors of\nthe Company, in its sole and absolute discretion, the age requirement may be\nreduced, but not below age fifty-five (55), and the Vested Fraction may be\naccelerated.\n\n        (b) Participation. Termination of employment and participation in this\nPlan are voluntary at the Eligible Employee's election subject to any action\nrequired by the Board of Directors\n\n                                       5\n\nof the Company pursuant to Section 3(a). A request to participate in this Plan\nis made by notifying a member of the Executive Committee of the Board of \nDirectors.\n\n\n                              SECTION 4. BENEFITS\n\n        (a) Termination of Employment At or After Age Sixty. Upon receipt by\nthe Company of an Eligible Employee's election to participate in this Plan upon \ntermination of employment on or after age sixty (60), the Company shall pay the\nEarly Retirement Benefit. A Participant's monthly Early Retirement Benefit\nshall be determined as follows:\n\n                (i) The Final Base Rate of Pay shall be multiplied by a\n        fraction, the numerator of which is the age at termination of\n        employment, plus the Years of Full-Time Equivalent Service minus\n        forty-five (45), and the denominator of which is one hundred (100); and\n\n                (ii) The amount determined in Section 4(a)(i) above shall be\n        multiplied by the Vested Fraction at termination of employment.\n\nThe amount determined under Section 4(a)(ii) above shall be the Participant's\nmonthly Early Retirement Benefit. The percentage of Final Base Rate of Pay as\ndetermined by Section 4(a)(i) above is shown in Table 1 attached hereto.\n\n        (b) Termination of Employment At or After Age Fifty-Five and Prior to\nAge Sixty. Upon receipt by the Company of an Eligible Employee's request to\nparticipate in this Plan on\n\n\n                                       6\n\ntermination of employment at or after age fifty-five (55) and prior to age\nsixty (60), the Company shall seek approval of the Board of Directors as\nrequired by Section 3(a). Upon approval by the Board of Directors of early\ncommencement and\/or acceleration of the Vested Fraction, the Company shall pay\nthe Early Retirement Benefit actuarially reduced for commencement prior to age\nsixty (60). The monthly Early Retirement Benefit payable under this Section\n4(b) shall equal the present value of the monthly Early Retirement Benefit\ndetermined under Section 4(a) assuming payments, as determined under Section\n4(a), would have commenced when the Participant attained age sixty (60). For\npurposes of the immediately preceding sentence, all benefits are deemed paid\nthrough the Participant's Normal Retirement Date and all discounting shall be\nbased on the average 7-year U.S. Treasury note interest rate for the month\nprior to the commencement of benefits.\n\n        (c) Disability Plan Offset. Early Retirement Benefits payable hereunder\nshall be reduced by payments under the Hewlett-Packard Company Employee\nBenefits Organization Income Protection Plan and the Hewlett-Packard Company\nSupplemental Income Protection Plan to the extent benefits from this Plan and\ndisability benefits are paid with respect to the same periods of time.\n\n        (d) Form and Payment of Benefits. The Early Retirement Benefit will be\npaid monthly effective as of the beginning of the month following termination\nof employment.\n\n        (e) Duration of Early Retirement Benefit. An individual who is\nreceiving Early Retirement Benefits shall continue to do so through the earlier\nof \n\n                                       7\n\n\n\n        (i)     the month in which the Participant attains age sixty-five (65),\n\n        (ii)    the month in which the Participant dies, or\n\n        (iii)   the month during which the date described in subsection 4(f)\n                occurs.\n\n        (f) Activity in Conflict with Company's Interests. Participants may not\nengage in any activity, whether or not compensated, which is in conflict with\nthe interests of the Company (referred to herein as 'conflicting activity').\nConflicting activities shall include, but not be limited to, employment,\nconsulting, or directorship assignments with firms, partnerships, etc. that\ncompete or are likely to compete directly or indirectly with HP. Such\nactivities shall also include activities which enhance or support a\ncompetitor's products or services. Participants must provide prior written\nnotice to the Company before engaging in any activity which potentially is, or\nmight become, a conflicting activity. The Company, through its Board of\nDirectors, shall make a determination as to whether the proposed activity is a\nconflicting activity. A written notice of such determination shall be provided\nto the Participant. Should the Participant elect to engage in a conflicting\nactivity after receiving notice, benefits shall end at the conclusion of the\nmonth in which the conflicting activity begins.\n\n        Should the Participant engage in potentially conflicting activity\nwithout providing prior written notice to the Company and the Company becomes\naware of such activity, the Company through its Board of Directors, shall make\na determination as to whether the activity is a conflicting\n\n                                       8\n\n\nactivity. A written notice of such determination shall be provided to the\nParticipant. If the activity is determined to be a conflicting activity then\nall benefits under the plan shall immediately terminate.\n\n        Financial investment, so long as it is totally passive with respect to\nthe Participant's activity, shall not be considered a conflicting activity.\n\n\n                      SECTION 5. FUNDING POLICY AND METHOD\n\n        Benefits and any administrative expenses shall be paid as needed solely\nfrom the general assets of the Company. No contributions are required from any\nOfficer or Participant. This Plan shall not be construed to require the Company\nto fund any of the benefits provided hereunder nor to establish a trust for\nsuch purpose. The Company may make such arrangements as it desires to provide\nfor the payment of benefits, including, but not limited to, the establishment\nof a rabbi trust or such other equivalent arrangements as the Company may\ndecide. No such arrangement shall cause the Plan to be a funded plan within the\nmeaning of Title I of ERISA, nor shall any such arrangement change the nature\nof the obligation of the Company nor the rights of the Participants under the\nPlan as provided in this document. Neither the Participant nor his or her\nestate shall have any rights against the Company with respect to the Early\nRetirement Benefit except as a general unsecured creditor. No Participant has\nan interest in his or her Early Retirement Benefit until the Participant\nactually receives the payment.\n\n                                       9\n\n\n                          SECTION 6. CLAIMS PROCEDURE\n\n        (a) Initiation of Benefits. Plan benefits will be paid to or on behalf\nof a Participant under the Plan, subject to any action required by the Board of\nDirectors of the Company pursuant to Section 3(a), after the Eligible Employee\nhas notified a member of the Executive Committee of the Board of Directors of\nhis or her intention to terminate employment and participate in this Plan.\n\n        (b) Denial of Claims. In the event any claim for benefits is denied, in\nwhole or in part, the Company shall notify the claimant of such denial in\nwriting and shall advise the claimant of his or her right to appeal the denial.\nSuch written notice shall set forth specific reasons for the denial and shall\nbe given to the claimant within ninety (90) days after the Company receives his\nor her claim.\n\n\n                          SECTION 7. REVIEW PROCEDURE\n\n        (a) Review Panel. The Review Panel appointed for the Hewlett-Packard\nCompany Deferred Profit Sharing and Retirement Plans shall be the named\nfiduciary which shall have discretionary authority to act with respect to\nappeals from denials of claims for benefits under the Plan.\n\n\n                                       10\n\n        (b)     Right to Appeal. Any person whose claim for benefits is denied\nin whole or in part, may appeal from the denial by submitting a written request\nfor review of the claim to the Review Panel within 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\nin writing and shall be addressed as follows: 'Review Panel under the\nHewlett-Packard Company Officers Early Retirement Plan; 3000 Hanover Street,\nPalo Alto, California 94304.' A request for review shall set forth all of the\ngrounds upon which it is based, all facts in support thereof and any other\nmatters which the claimant deems pertinent.\n\n        (d)     Review Panel Decision. Within sixty (60) days after receipt of\na request for review, the Review Panel shall give written notice of its\ndecision to the claimant and the Company. In the event the Review Panel\nconfirms the denial of the claim for benefits, in whole or in part, such notice\nshall set forth, in a manner calculated to be understood by the claimant,\nspecific reasons for such denial and specific references to the Plan provisions\non which the decision was based. In the event that the Review Panel determines\nthat the claim for benefits should not have been denied, in whole or in part,\nthe Company shall take appropriate remedial action as soon as reasonably\npracticable after receiving notice of the Review Panel's decision.\n\n\n                                       11\n\n\n                SECTION 8. AMENDMENT AND TERMINATION OF THE PLAN\n\n        The Company reserves the right to amend or terminate the Plan at any\ntime. Any amendment or termination of the Plan will not affect the entitlement\nof any Eligible Employee who terminates employment before the amendment or\ntermination. All benefits to which any Participant may be entitled shall be\ndetermined under the Plan as in effect at the time the Participant terminates\nemployment and shall not be affected by any subsequent change in the provisions\nof the Plan. Officers will be given notice prior to the discontinuance of the\nPlan or reduction of any benefits provided by the Plan.\n\n\n                         SECTION 9. GENERAL PROVISIONS\n\n        (a) Choice of Law. This Plan, and all rights under this Plan, shall be\ninterpreted and construed in accordance with ERISA and, to the extent that\nstate laws are not preempted by ERISA, the law of the State of California.\n\n        (b) Assignment. The interest and property rights of any person in the\nPlan or in any payment to be made under the Plan shall not be subject to option\nnor be assignable either by voluntary or involuntary assignment or operation of\nlaw, including (without limitation) bankruptcy, garnishment, attachment or\nother creditor's process, and any act in violation of this Section 9(b) shall\nbe void.\n\n                                       12\n\n        (c)     Number. Except as otherwise clearly indicated, the singular\nshall include the plural, and vice versa.\n\n        (d)     Headings and Captions. The headings and captions herein are\nprovided for reference and convenience only and shall not be considered part of\nthe Plan nor shall they be employed in the construction of the Plan.\n\n        (e)     Competency to Handle Benefits. If, in the opinion of the\nCompany, any person becomes unable to properly handle any property\ndistributable to such person under the Plan, the Company may make any\nreasonable arrangement for the distribution of Plan benefits on such person's\nbehalf as it deems appropriate. Payment to anyone described in this Section\n9(e) will release the Company from all further liability to the extent of the\npayment made.\n\n        (f)     Severability of Provisions. If any provision of the Plan shall\nbe held invalid or unenforceable, such invalidity or unenforceability shall not\naffect any other provision hereof, and the Plan shall be construed and enforced\nas if such provision had not been included.\n\n\n                                  13\n\n                             SECTION 10. EXECUTION\n\n        To record the adoption of the Plan, the Company has caused its Chair of\nthe Compensation Committee of the Board of Directors to affix the Company's\nname and seal hereto this 16th day of November, 1995\n\n                                HEWLETT-PACKARD COMPANY \n\n\n\n                                By:       \/s\/ John B. Fery\n                                   -----------------------------------\n                                            John B. Fery\n                                   Chair of the Compensation Committee\n                                   of the Board of Directors \n\n\n                                       14\n\n                  EARLY RETIREMENT BENEFIT PERCENTAGE SCHEDULE\n\n<font size=\"2\">\n                                YEARS OF SERVICE\n\n                15  16  17  18  19  20  21  22  23  24  25  26  27  28  29  30  31  32  33  34  35  36  37  38  39  40\n            -----------------------------------------------------------------------------------------------------------\n                                      \n\n        55      25  26  27  28  29  30  31  32  33  34  35  36  37  38  39  40  41  42  43  44  45  46  47  48  49  50\n\n        56      26  27  28  29  30  31  32  33  34  35  36  37  38  39  40  41  42  43  44  45  46  47  48  49  50  51\n\n        57      27  28  29  30  31  32  33  34  35  36  37  38  39  40  41  42  43  44  45  46  47  48  49  50  51  52\n\nA       58      28  29  30  31  32  33  34  35  36  37  38  39  40  41  42  43  44  45  46  47  48  49  50  51  52  53\n\nG       59      29  30  31  32  33  34  35  36  37  38  39  40  41  42  43  44  45  46  47  48  49  50  51  52  53  54\n\nE       60      30  31  32  33  34  35  36  37  38  39  40  41  42  43  44  45  46  47  48  49  50  51  52  53  54  55\n\n        61      31  32  33  34  35  36  37  38  39  40  41  42  43  44  45  46  47  48  49  50  51  52  53  54  55  56\n\n        62      32  33  34  35  36  37  38  39  40  41  42  43  44  45  46  47  48  49  50  51  52  53  54  55  56  57\n\n        63      33  34  35  36  37  38  39  40  41  42  43  44  45  46  47  48  49  50  51  52  53  54  55  56  57  58\n\n        64      34  35  36  37  38  39  40  41  42  43  44  45  46  47  48  49  50  51  52  53  54  55  56  57  58  59\n\n<\/font>\n\n                                    TABLE 1\n\n                             FIRST AMENDMENT TO THE\n                             HEWLETT-PACKARD COMPANY\n                         OFFICERS EARLY RETIREMENT PLAN\n            (As Last Amended and Restated Effective January 1, 1996)\n\nThe Hewlett-Packard Company Officers Early Retirement Plan (the 'Plan') is\nhereby amended to change the definition of 'Officer' so that only those\nindividuals elected by a majority vote of the Board of Directors of the Company\npursuant to section 3.1 of the Company's amended By-Laws are eligible to\nparticipate in the Plan.\n\nSection 2(j)(definition of 'Officer') of the Plan is amended in its entirety to\nread as follows:\n\n        'Officer' means any Employee on the U.S. dollar payroll of the Company\n        who, with respect to the Company, is the president or a vice president\n        by election of a majority vote of the Board of Directors of the Company\n        pursuant to section 3.1 of the Company's amended By-Laws. An Employee\n        who holds any title established by any other authority, including but\n        not limited to, a committee of the Board of Directors or any person or\n        group operating as or on behalf of Company management, shall not be an\n        Officer for any purpose under this Plan.\n\nThis First Amendment is effective December 1, 1996.\n\nTo record the adoption of this First Amendment, the undersigned has executed\nthis First Amendment this 12th day of December, 1996.\n\n                                \n                                  HEWLETT-PACKARD COMPANY\n\n                                  BY:   \/s\/      Susan P. Orr\n                                      -----------------------------------\n                                                 Susan P. Orr\n                                      Chair of the Compensation Committee\n                                      of the Board of Directors  \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":[9539,9550],"class_list":["post-40226","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__retirement"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40226","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=40226"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40226"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40226"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40226"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}