{"id":40511,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/severance-agreement-hewlett-packard.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"severance-agreement-hewlett-packard","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/severance-agreement-hewlett-packard.html","title":{"rendered":"Severance Agreement – Hewlett-Packard"},"content":{"rendered":"

AGREEMENT (“AGREEMENT”)
\nMarcela Perez de Alonso (“EMPLOYEE”)<\/strong><\/p>\n

This Agreement is subject to approval by the HR & Compensation Committee
\nof the Board (“HRC”) of Hewlett-Packard Company. The HRC is scheduled to meet on
\nMarch 23, 2011, at which time management will recommend approval of this
\nAgreement.<\/p>\n

1. Separation Date and Payment.
\nEmployee Marcela Perez de Alonso, who has voluntarily resigned, agrees that her
\nemployment with Hewlett-Packard Company, or the subsidiary legal entity by which
\nshe is employed (collectively, “HP”), will end May 6, 2011 (“Separation Date”).
\nIn consideration for Employee153s remaining employed until May 6, 2011 and for
\nagreeing to provide consulting services post-termination to HP until May 4, 2012
\n(the “Consulting Period”), Employee shall receive the amounts and\/or benefits
\n(the “Benefits”) from HP set forth in this Agreement. During the Consulting
\nPeriod, Employee shall be available, upon reasonable notice and at reasonable
\ntimes, to provide consulting services and transition assistance to her successor
\nand to provide consulting advice and related support to the HP Human Resources
\ndepartment; provided, however, that Employee will be given at least one week153s
\nadvance notice if HP requires her to provide services outside the Employee153s
\nstate of residence at the time of the request. In providing these consulting
\nservices, Employee shall be acting as an independent contractor of HP and not an
\nemployee, and Employee will report only to, and take requests only from, HP153s
\nchief executive officer and HP153s Executive Vice President of Human Resources.
\nAll such consulting services will be provided telephonically whenever possible
\nand in person only when necessary. Notwithstanding the above, in no event will
\nthe level of such consulting services to be performed by Employee exceed 20% of
\nthe average level of services performed by Employee over the 36 month period
\nimmediately preceding the Employee153s Separation Date.<\/p>\n

On May 6, 2011, in exchange for your execution of a Release and Acceptance of
\nProtective Covenants (Attachment 1), such that such Release and Acceptance of
\nProtective Covenants is irrevocable by such date, Employee will receive a bonus
\nof six hundred thousand Dollars ($600,000), less applicable withholdings and
\ndeductions, payable as a lump sum (the “Bonus”). In consideration for Employee153s
\nprovision of consulting services during the Consulting Period, Employee will
\nreceive a second lump sum payment of one million, two hundred thousand Dollars
\n($1,200,000) (the “Consulting Payment”) on May 4, 2012. Should Employee die or
\nbecome “disabled” (determined in accordance with HP153s long-term disability
\npolicy and Section 409A of the Internal Revenue Code) prior to May 4, 2012,
\nEmployee will receive, upon such death or disability, a pro rata portion of the
\nConsulting Payment based on the percentage of the Consulting Period that has
\npassed.<\/p>\n

Employee understands HP will not release the Bonus until she has signed and
\nreturned the attached Release and Acceptance of Protective Covenants (the
\n“Release”). Employee expressly acknowledges that the Bonus set forth herein is
\nmore than HP is required to provide under its regular policies and procedures.
\nThis Agreement does not affect any equity, vacation, health and\/or retirement
\nbenefits to which she may be entitled following her separation pursuant to
\napplicable law or the terms of the relevant benefit plan and\/or equity
\nagreement. Employee acknowledges that she is not part of any formal workforce
\nreduction program, early retirement program or the like, and therefore not
\neligible for benefits associated with any such program.<\/p>\n

\n

<\/p>\n

2. Entire
\nAgreement<\/u><\/strong>.<\/strong> This Agreement, in combination with the
\nRelease attached as Attachment 1, sets forth the entire agreement between
\nEmployee and HP concerning the termination of her employment, except insofar as
\nthe protection of confidential and proprietary information, ownership of
\nintellectual property, and other post employment restrictions are concerned as
\nset forth in Paragraphs 3 and 4 of the Release, and supersedes any other written
\nor oral promises concerning the subject matter of this Agreement. Employee has
\nnot relied on any representations or statements not set forth in this Agreement
\nwith regard to the subject matter, basis or effect of this Agreement.<\/p>\n

3. Confidential Nature of
\nthis Agreement<\/u><\/strong>.<\/strong> Employee agrees that she will not
\nreveal any information regarding the offer of the Benefits, or this Agreement,
\nto anyone except: (a) her immediate family and her attorneys and accountants,
\nall of whom must agree to keep such information confidential; (b) to the extent
\nrequired in any report under the Securities Exchange Act of 1934, as amended, or
\nrules and regulations thereunder; or (c) as otherwise required by law.<\/p>\n

4. Execution in
\nCounterparts; Applicable Law<\/u><\/strong>.<\/strong> This Agreement may
\nbe executed in one or more counterparts, each of which shall be deemed an
\noriginal, but all of which together shall constitute one and the same
\ninstrument. This Agreement will be governed by the laws of the state in which
\nEmployee resides at the time of its enforcement. Any dispute between the
\nparties hereto shall be heard exclusively in the United States District Court
\nfor the Southern District of Florida (or if no Federal jurisdiction exists, in
\nthe state courts located in Miami, Florida).<\/p>\n

5.
\nReimbursements<\/u><\/strong>. HP shall reimburse Employee for all
\nreasonable expenses incurred by Employee in performing the consulting services
\nunder this Agreement, with such reimbursements to be made within 30 days after
\nEmployee submits a claim for reimbursement (and in all events by the last day of
\nthe year following the year in which the underlying expense was incurred). In
\naddition, HP shall reimburse Employee for the legal fees incurred by Employee in
\nthe negotiation and execution of this Agreement, with such reimbursement to be
\nmade within 30 days after the execution of this Agreement.<\/p>\n

EMPLOYEE HAS BEEN ADVISED TO DISCUSS ALL ASPECTS OF THIS AGREEMENT WITH AN
\nATTORNEY OF HER CHOICE. EMPLOYEE HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL
\nTHE PROVISIONS OF THIS AGREEMENT, AND SHE VOLUNTARILY AGREES TO IT.<\/p>\n\n\n\n\n\n\n\n\n\n
\n

\/s\/ Marcela Perez de Alonso<\/p>\n<\/td>\n

<\/td>\n\n

Hewlett-Packard<\/p>\n<\/td>\n<\/tr>\n

\n

Marcela Perez de Alonso<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Date:<\/p>\n<\/td>\n

\n

March 22, 2011<\/p>\n<\/td>\n

<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ L o Apotheker<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Hewlett-Packard<\/p>\n<\/td>\n

\n

Date:<\/p>\n<\/td>\n

\n

March 25, 2011<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

\n

<\/p>\n

Attachment 1<\/p>\n

RELEASE AND ACCEPTANCE OF PROTECTIVE
\nCOVENANTS<\/strong><\/p>\n

1. Context of
\nAgreement<\/u><\/strong>.<\/strong> I agree that my employment with
\nHewlett-Packard Company (“HP”) will end May 6, 2011. I understand that I will
\nreceive the Bonus set forth in the attached Agreement only if I sign and do not
\nrevoke this Release and Acceptance of Protective Covenants (“Release”). I agree
\nthat the terms of the Agreement are incorporated by reference in this Release
\nand are intended to supersede and extinguish any other obligation that HP may
\nhave to pay me severance or other benefits upon termination, including but not
\nlimited to any agreements or understandings, whether oral or written, made at
\nany time prior to the effective date of this Release. I acknowledge that I am
\nnot part of any formal workforce reduction program, early retirement program or
\nthe like, and therefore not eligible for benefits associated with any such
\nprogram. All capitalized terms used herein but not otherwise defined shall have
\nthe meanings set forth in the Agreement.<\/p>\n

2. Release of All
\nClaims<\/u><\/strong>.<\/strong> In exchange for HP153s payment of the
\nBonus, I release and forever discharge HP, its subsidiaries and affiliates, and
\ntheir past, present and future successors, officers, directors, agents and
\nemployees, whether or not acting in their official capacity, from all liability,
\nclaims, damages and causes of action of every kind in connection with matters,
\nfacts or events through the effective date of this Release. This release
\nextends, without limitation, to all “wrongful discharge” claims, claims relating
\nto any contract of employment, express or implied, any covenant of good faith
\nand fair dealing, express or implied, any tort of any nature, or any federal,
\nstate, or local statute or ordinance, any claim for employment discrimination,
\nincluding harassment, any claim under Title VII of the Civil Rights Act of 1964,
\nas amended, the Age Discrimination in Employment Act (“ADEA”), the Older Workers
\nBenefit Protection Act, 42 U.S.C. 1981, the Worker Adjustment and Retraining
\nNotification Act, the Employee Retirement Income Security Act, or any other
\nfederal or state laws relating to employment or employment discrimination, and
\nany claims for attorney153s fees and costs. This release extends to any claims
\nthat may be brought on my behalf by any person or agency, as well as any class
\nor representative action under which I may have any rights or benefits; I agree
\nnot to accept any recovery or benefits under any such claim or action, and I
\nassign any such recovery or benefits to HP. This release does not apply to any
\nclaims arising under the ADEA after the effective date of this Release; this
\nrelease does not, and shall not be construed as an attempt to, waive or release
\nany claim or right that cannot lawfully be waived or released by private
\nagreement between myself and HP. In addition, this release shall not apply to
\nany of my rights under the Agreement (including to receive the Bonus, the
\nConsulting Payment or the reimbursements set forth therein).<\/p>\n

3. Return of Property;
\nConfidential Information; Goodwill<\/u><\/strong>.<\/strong> I agree to
\nreturn to HP all company-owned computers, peripherals, supplies and equipment,
\nand all confidential and proprietary information and other property of HP. I
\nunderstand and agree that the contracts that I have entered with HP regarding
\nconfidential and proprietary information, inventions, developments, and other
\nintellectual property will remain in effect, including without limitation<\/p>\n

3<\/p>\n

\n

<\/p>\n

the most current Agreement Regarding Confidential Information and Proprietary
\nDevelopments or similar agreement regarding confidential information and
\nintellectual property binding upon me immediately prior to the termination of my
\nemployment (the “ARCIPD”). I acknowledge that such contract(s) as well as
\napplicable law prohibit unauthorized use or disclosure of HP153s trade secrets,
\nconfidential business and technical information and know-how not generally known
\nto the public, as well as information that HP receives from others under an
\nobligation of confidentiality (together, “Confidential Information”). I confirm
\nmy willingness to abide by such restrictions on unauthorized use or disclosure
\nof Confidential Information. I recognize and agree that, to the extent my
\nposition with HP has involved contact with customers, suppliers, or employees of
\nHP, I have been paid to develop goodwill for HP153s benefit with these persons and
\nbusinesses, not for purposes of personal gain independent of HP153s interests.\n<\/p>\n

4. Protective
\nCovenants<\/u><\/strong>.<\/strong> I acknowledge that a simple agreement
\nnot to disclose or use HP153s Confidential Information would be inadequate,
\nstanding alone, to protect HP153s legitimate business interests because some
\nactivities by a former employee like myself will, by their nature, compromise
\nsuch Confidential Information as well as the goodwill and customer relationships
\nI have been paid to develop for HP. I recognize that activities that violate
\nHP153s rights in this regard, whether or not intentional, are often undetectable
\nby HP until it is too late to obtain any effective remedy, and that such
\nactivities will cause irreparable injury to HP. To prevent this kind of
\nirreparable harm, and as an amendment and restatement of my obligations if I
\nhave already agreed to the restrictions below in an ARCIPD or other agreement, I
\nagree that from the date of this Release through May 6, 2012, I will abide by
\nthe following “Protective Covenants”:<\/p>\n

(a) No Conflicting Business
\nActivities<\/u><\/strong>.<\/strong> I will not provide services to a
\nCompetitor in any role or position (as an employee, consultant, or otherwise)
\nthat would involve Conflicting Business Activities;<\/p>\n

(b) No Solicitation of
\nCustomers<\/u><\/strong>.<\/strong> I will not (in person or through
\nassistance to others) knowingly participate in soliciting or communicating with
\nany customer of HP in pursuit of a Competing Line of Business if I either had
\nbusiness-related contact with that customer or received Confidential Information
\nabout that customer in the last two years of my employment at HP;<\/p>\n

(c) No Solicitation of HP
\nEmployees<\/u><\/strong>.<\/strong> I will not (in person or through
\nassistance to others) knowingly participate in soliciting or communicating with
\nan HP Employee with the title of “director” or above or any employee in HP153s
\nhuman resources department for the purpose of persuading or helping such HP
\nEmployee to end or reduce his or her employment relationship with HP if I either
\nworked with that HP Employee or received Confidential Information about that HP
\nEmployee in the last two years of my employment with HP; and<\/p>\n

(d) No Solicitation of HP
\nSuppliers<\/u><\/strong>.<\/strong> I will not (in person or through
\nassistance to others) knowingly participate in soliciting or communicating with
\nan HP Supplier for the purpose of persuading or helping the HP Supplier to end
\nor modify to HP153s detriment an existing business relationship with HP if I
\neither worked with that HP Supplier or received Confidential Information about
\nthat HP Supplier in the last two years of my employment with HP.<\/p>\n

4<\/p>\n

\n

<\/p>\n

As used here, “Competitor<\/strong>” means an individual, corporation,
\nother business entity or separately operated business unit of an entity that
\nengages in a Competing Line of Business. “Competing Line of
\nBusiness<\/strong>” means a business that involves a product or service offered
\nby anyone other than HP that would replace or compete with any product or
\nservice offered or to be offered by HP as of the date of this Release with which
\nI had material involvement while employed by HP unless HP and its subsidiaries
\nare no longer engaged in or planning to engage in that line of business.
\n“Conflicting Business Activities<\/strong>” means job duties or other
\nbusiness-related activities in the United States or in any other country where
\nthe HP business unit in which I worked does business, or management or
\nsupervision of such job duties or business-related activities, if such job
\nduties or business-related activities are the same as or similar to the job
\nduties or business-related activities in which I participated or as to which I
\nreceived Confidential Information in the last two years of my employment with
\nHP. “HP Employee<\/strong>” means an individual employed by or retained
\nas a consultant to HP or its subsidiaries. “HP Supplier<\/strong>” means
\nan individual, corporation, other business entity or separately operated
\nbusiness unit of an entity that regularly provides goods or services to HP or
\nits subsidiaries, including without limitation any OEM, ODM or subcontractor.\n<\/p>\n

5. Enforcement as
\nSettlement; Notice<\/u><\/strong>.<\/strong> I make these agreements to
\nfully settle and resolve any disputes between the parties regarding specific
\nrestrictions on my future conduct that will be reasonable, necessary, and
\nenforceable to protect HP153s Confidential Information and other legitimate
\nbusiness interests, in exchange for the Bonus and other good and valuable
\nconsideration provided to me through this Release. The Protective Covenants are
\nancillary to the other terms of this Release, my ARCIPD, my Confidential
\nInformation protection and return obligations, and my employment relationship
\nwith HP. This Release benefits both me and HP because, among other things, it
\nprovides finality and predictability for both me and the company regarding
\nenforceable boundaries on my future conduct. Accordingly, I agree that this
\nRelease and the restrictions in it should be enforced under common law
\nrules favoring the enforcement of settlement agreements. For these reasons, I
\nagree that I will not pursue any legal action to set aside or avoid application
\nof the Protective Covenants. If I accept a position with a Competitor at any
\ntime before May 6, 2012, I will promptly give written notice to the senior Human
\nResources manager for the HP business sector in which I worked, with a copy to
\nHP153s General Counsel, and will provide HP with the information it needs about my
\nnew position to determine whether such position would likely lead to a violation
\nof this Release (except that I need not provide any information that would
\ninclude the Competitor153s trade secrets). I understand HP will have the right to
\nan early resolution conference with me (with or without a mediator), if it so
\nchooses, in which I will cooperate in good faith to resolve any issues of
\nconcern raised by HP regarding my new position.<\/p>\n

6. Relief;
\nExtension<\/u><\/strong>.<\/strong> I understand that if I violate this
\nRelease (particularly the Protective Covenants), HP will be entitled to
\n(i) injunctive relief by temporary restraining order, temporary injunction,
\nand\/or permanent injunction, (ii) recovery of the attorney153s fees and costs
\nincurred by<\/p>\n

5<\/p>\n

\n

<\/p>\n

HP in obtaining such relief where allowed by law, and (iii) any other legal
\nand equitable relief to which HP may be entitled. Injunctive relief will not
\nexclude other remedies that might apply. If I am found to have violated any
\nrestrictions in the Protective Covenants, then the time period for such
\nrestrictions will be extended by one day for each day that I am found to have
\nviolated them, up to a maximum extension equal to the time period originally
\nprescribed for the restrictions.<\/p>\n

7. No Disparagement; No
\nReturn to Employment<\/u><\/strong>.<\/strong> I will not at any time
\ndisparage HP or its products, services or business practices or make any unfair
\nor misleading statement regarding same. Except as otherwise provided in the
\nAgreement, I agree that I will not apply for or accept any position as an
\nemployee or consultant with HP or its subsidiaries at any time in the future,
\nand I agree that I will not at any time make any claim against HP or its
\nsubsidiaries for failure to employ or retain me. No waiver or amendment of this
\nprovision (paragraph 7) will be effective unless it is in writing, refers to
\nthis provision, and is signed by an Executive Vice President of HP.<\/p>\n

8.
\nCooperation<\/u><\/strong>.<\/strong> I agree to cooperate with
\nand assist HP and its legal counsel in connection with any current or future
\nlitigation, investigation or other legal matters involving HP about which I have
\nknowledge or information including by making myself available at mutually
\nconvenient times and reasonable locations. I understand HP will reimburse me for
\nreasonable travel expenses and other reasonable costs incurred as a result of,
\nand directly related to, my cooperation (with such reimbursement to occur within
\n30 days after the date I submit a claim for reimbursement, and in all events by
\nno later than the last day of the year following the year in which the expense
\nwas incurred). In the event I am made aware of any issue or matter related to
\nHP, asked by a third party to provide information regarding HP, or called other
\nthan by HP as a witness to testify in any matter related to HP, I agree to
\nnotify HP immediately in order to give HP a reasonable opportunity to respond
\nand\/or participate in such proceeding or matter.<\/p>\n

9. Entire Agreement; Waiver
\nand Amendment<\/u><\/strong>.<\/strong> This Release and the Agreement set
\nforth the entire agreement between me and HP concerning the termination of my
\nemployment, and supersede any other written or oral promises concerning the
\nsubject matter of this Release and the Agreement. I have not relied on any
\nrepresentations or statements not set forth in this Release with regard to the
\nsubject matter, basis or effect of this Release. No waiver or amendment of this
\nRelease will be effective unless it is in writing, refers to this Release, and
\nis signed by an Executive Vice President of HP.<\/p>\n

10. Time for Acceptance and
\nRevocation<\/u><\/strong>.<\/strong> If I am 40 years of age or over, I
\nunderstand and agree that: (a) I have up to 21 days to consider this Release
\nbefore executing it; (b) I have carefully read and fully understand all the
\nprovisions of this Release; (c) through this Release, I am releasing HP from any
\nand all claims I may have against HP under the Age Discrimination in Employment
\nAct, 29 U.S.C. \u00a7621, et seq; (d) I knowingly and voluntarily agree to the terms
\nin this Release; (e) I knowingly and voluntarily intend to be legally bound by
\nthe same; (f) I was advised and hereby am advised in writing to consider the
\nterms of this Release and consult with an attorney of my choice prior to
\nexecuting it; (g) I will have seven days following the execution of this Release
\nto revoke it, and this Release shall not become effective or enforceable until
\nthe<\/p>\n

6<\/p>\n

\n

<\/p>\n

revocation period has expired; (h) to revoke the Release, I must notify HP in
\nwriting, and such notification must be received no later than 5:00 p.m. on the
\nseventh day following the date I sign this Release, addressed to HP153s General
\nCounsel; and (i) I was advised, understand and agree that changes in this
\nRelease, whether or not material, will not start a new 21- day consideration
\nperiod nor a new seven-day revocation period. If I am under age 40, I
\nunderstand and agree to all the same points, except that I have up to ten days
\nto consider this Release; I will have three days following the execution of this
\nRelease to revoke it; to revoke it, I must notify HP in writing, and such
\nnotification must be received no later than 5:00 p.m. on the third day following
\nthe date I sign, addressed to HP153s General Counsel; and I understand that
\nchanges in this Release will not start a new ten-day consideration period nor a
\nnew three-day revocation period.<\/p>\n

11.
\nTaxes<\/u><\/strong>.<\/strong> I understand that any taxes that
\nbecome due as a result of any payment or transaction contemplated by this
\nRelease including the attached Agreement are my sole responsibility.<\/p>\n

12. Confidential Nature of this
\nAgreement<\/u><\/strong>.<\/strong> I agree that I will not reveal any
\ninformation regarding the Agreement or this Release to anyone except (a) to my
\nimmediate family and my attorneys and accountants, all of whom must agree to
\nkeep such information confidential, (b) to the extent required in any report
\nunder the Securities Exchange Act of 1934, as amended, or rules and regulations
\nthereunder, or (c) to the extent otherwise required by law. Notwithstanding the
\nforegoing, I may disclose the substance of this Release (but not the value of
\nthe payments and benefits described in the Agreement) to any future employer or
\nprospective employer as reasonably necessary for purposes of compliance with
\nthis Release. If anyone asks me about the circumstances of my termination at
\nHP, I will reply by saying only that I have voluntarily resigned from the
\ncompany.<\/p>\n

13. Severability; Authority for
\nRevision<\/u><\/strong>.<\/strong> If any provision contained in this
\nRelease is determined to be void, illegal or unenforceable, in whole or in part,
\nthen the other provisions contained herein will remain in full force and effect
\nas if the provision so determined had not been contained herein. If the
\nrestrictions provided in this Release are deemed unenforceable as written, the
\nparties expressly authorize the court to revise, delete, or add to such
\nrestrictions to the extent necessary to enforce the intent of the parties and to
\nprovide HP153s goodwill, Confidential Information, and other business interests
\nwith effective protection. The title and paragraph headings in this Release are
\nprovided for convenience of reference only, and shall not be considered in
\ndetermining its meaning, intent or applicability. Any dispute between the
\nparties hereto shall be heard exclusively in the United States District Court
\nfor the Southern District of Florida (or if no Federal jurisdiction exists, in
\nthe state courts located in Miami, Florida).<\/p>\n

I HAVE BEEN ADVISED TO DISCUSS ALL ASPECTS OF THIS RELEASE WITH AN ATTORNEY
\nOF MY CHOICE. I HAVE CAREFULLY READ AND FULLY UNDERSTAND ALL THE PROVISIONS OF
\nTHIS RELEASE, AND I VOLUNTARILY AGREE TO IT.<\/p>\n\n\n\n\n\n\n
\n

\/s\/ Marcela Perez de Alonso<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Marcela Perez de Alonso<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Date:<\/p>\n<\/td>\n

\n

March 22, 2011<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

7<\/p>\n

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