Exhibit
10(p)(p)


 


 


GENERAL WAIVER AND RELEASE
AGREEMENT


I understand that my
employment with Hewlett-Packard Company (HP) will end on December 1, 2002 and
that I will be paid severance and other benefits as set forth in the attached
Benefits Summary Upon Termination dated November 4, 2002 (“Summary”) only if I
sign and do not revoke this General Waiver and Release Agreement
(“Agreement”).  I understand and agree
that the terms of the Summary are incorporated by reference in this Agreement
and, except as specified in the Summary and this Agreement, are intended to
supercede and extinguish any other obligation HP may have to pay me severance
or other employee benefits upon termination, including but not limited to the
separation payment, prorated annual incentive, stock options, restricted stock,
loan continuation, supplemental payment and health benefit continuation
provided for on a “Qualifying Termination” under the Employment Agreement dated
October 20, 2000, as amended and restated December 13, 2000, and as amended
December 2001 (the “Employment Agreement”), and any similar payments or
benefits under other agreements or understandings, whether oral or written,
made at any time prior to the date of this Agreement.


1.                     In exchange
for HP’s payment of these severance and other benefits, I completely release
and forever discharge HP, its past, present and future successors, officers,
directors, agents, and employees, from all claims, damages (including but not
limited to general, special, punitive, liquidated and compensatory damages) and
causes of action of every kind, nature and character, known or unknown, in law
or equity, fixed or contingent, which I may now have, or I ever had arising
from or in any way connected with my employment relationship or the termination
of my employment with HP.  This release
includes, but is not limited to, all “wrongful discharge” claims, all claims
relating to any contracts of employment express or implied, any covenant of
good faith and fair dealing express or implied, any tort of any nature, any
federal, state, or municipal institution statute or ordinance, any claims for
employment discrimination, including sexual harassment, any claims under the
Texas Commission on Human Rights Act, the Texas Payday Act, California Fair Employment
and Housing Act, the California Labor Code, Title VII of the Civil Rights Act
of 1964, as amended, the Age Discrimination in Employment Act (“ADEA”) the
Older Workers Benefit Protection Act, 42 U.S.C. Section 1981, the Worker
Adjustment and Retraining Notification Act, the Employee Retirement Income
Security Act (ERISA) and any other laws and regulations relating to employment,
and any and all claims for attorney’s fees and costs.  I understand that this release does not apply to any claims
arising under the ADEA after the effective date of this Agreement.


2.                     Other than
those items of computer equipment which HP releases to me, I agree to return to
HP all HP computers, peripherals, supplies, equipment, confidential and
proprietary Information and other property. 
I understand and agree that, as an express condition of receiving
severance and other benefits, I will not disclose to others, or take or use for
my own purposes or for the purposes of others, any Information owned or
controlled by HP or any of its subsidiary or affiliated companies.  I agree that these restrictions shall also
apply to all (i) Information in HP’s possession belonging to third parties, and
(ii) Information conceived, originated, discovered or developed, in whole or in
part, by me while an employee of HP.  As
used herein, “Information” includes trade secrets and other confidential or
proprietary business, technical, personnel or financial information, whether or
not my work product, in written, graphic, oral or other tangible or intangible
forms, including but not limited to specifications, samples, records, data,
computer programs, drawings, diagrams, models, 


 


 

















 


customer names, business or marketing plans, studies,
analyses, projections and reports, communications by or to attorneys (including
attorney-client privileged communications), memos and other materials prepared
by attorneys or under their direction (including attorney work product), and
software systems and processes.  Any
Information that is not readily available to the public shall be considered to
be a trade secret and confidential property, even if it is not specifically
marked as such, unless HP advises me otherwise in writing.  This paragraph shall not apply to any
Information which becomes publicly available through no fault of my own or
which HP in writing authorizes me to use or disclose.


In addition, I agree
to abide by the terms of any confidentiality and/or proprietary information
agreement that I have entered into with HP, the terms of which shall continue in
full force and effect notwithstanding this Agreement.


Employee
acknowledges and represents that, except as provided for herein, the Company
has paid all salary, wages, bonuses, accrued vacation, commissions and any and
all other benefits due to Employee.


3.                     As a
condition to the receipt of any severance payments, I agree that for a period
of twelve months immediately following the termination of my employment with
HP, I will not render advice or services or otherwise assist as an employee,
independent contractor, or otherwise to or for IBM, Sun Microsystems, Dell
Computer Corporation or EMC, which organizations, in the opinion of HP, compete
with or are in conflict with the interests of HP.  The foregoing covenant shall cover my activities in every part of
any geographic territory in which HP may conduct business during the term of
such covenant as set forth above.  I
agree that the covenants are reasonable, especially in light of the Company’s
desire to protect its confidential information and trade secrets, and that I
will not be precluded from gainful employment if I am obligated not to compete
with the Company during the period and within the geographic scope described
above.  I further acknowledge that my
fulfillment of the obligations contained in this Agreement is necessary to
preserve the value and goodwill of the Company.  I further acknowledge the time, geographic and scope limitations
of my obligations under the covenants in this section shall be construed as a
series of separate covenants, one for each city, county and state of any
geographic area in which HP does business. 
If, in any judicial proceeding, a court refuses to enforce any of such
separate covenants (or any part thereof), then such unenforceable covenant (or
such part) shall be eliminated from this Agreement to the extent necessary to
permit the remaining separate covenants (or portions thereof) to be
enforced.  In the event the provisions
of this section are deemed to exceed the time, geographic or scope limitations
permitted by Texas law, then such provisions shall be reformed to the maximum
time, geographic or scope limitations, as the case may be, then permitted by
such law.  I agree that HP would suffer
an irreparable injury if I were to breach the covenants contained in this paragraph
and that HP would by reason of such breach or threatened breach be entitled to
injunctive relief in a court of appropriate jurisdiction and I hereby stipulate
to the entering of such injunctive relief prohibiting me from engaging in such
conduct.


4.                     If I am a
California resident, I expressly waive Section 1542 of the California Civil
Code, which provides:


 


 


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“A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time of
executing the release which if known by him must have materially affected his
settlement with the debtor.”


If I am a resident
of another state, I agree to waive the benefits of any statute similar in terms
and effect to this provision.


5.                     I
understand that if I am age 40 or older I have 21 days from the date I receive
this Agreement to consider and sign this Agreement.  If I am under age 40, I understand that I have 10 days from the
date I receive this Agreement to consider and sign it.  I also understand that if I am age 40 or
older, I have seven days to revoke this Agreement after I sign it, and if I am
under age 40, I have three days to revoke it. 
I understand that any such revocation must be in writing and must be
received by HP’s General Counsel no later than the last day of the applicable
revocation period.  The effective date
of this Agreement is the day after the revocation period ends.  I understand that I will not receive the
benefits and privileges of this Agreement until the effective date.  Nothing in this Agreement prevents or
precludes Employee from challenging or seeking a determination in good faith of
the validity of this waiver under the ADEA, nor does it impose any condition
precedent, penalties or costs for doing so, unless specifically authorized by
federal law.


6.                     Notwithstanding
any provision to the contrary, this Agreement shall not apply to release,
waive, discharge or otherwise extinguish any existing obligations of HP (1) to
continue to indemnify me if I am made a party or threatened to be made a party
to any threatened, pending or completed proceeding by reason of my actions
while serving with, or at the request of, HP or its predecessor entities, (2)
to continue in effect any insurance coverages indemnifying or otherwise
providing protections to me with respect to such actions provided such
coverages or protections continue in effect for other active officers, (3) to
remain solely responsible for any excise taxes under section 4999 of the
Internal Revenue Code and any related income and employment taxes (including
penalties and interest), and to hold me harmless with respect to any such
amounts, as contemplated by the “Excise Tax Gross-Up” provisions of the
Employment Agreement, and (4) to pay or reimburse promptly any legal fees
incurred by me in seeking in good faith to enforce any continuing rights under
the Employment Agreement or in connection with any section 4999 tax audit or
proceeding as contemplated by the provisions for payment or reimbursement of
such amounts under the Employment Agreement. 
With respect to these matters, my agreements with HP and my agreements
with Compaq Computer Corporation, which were assumed by HP, shall continue to
apply.


7.                     In the
event that any provision hereof becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Agreement shall
continue in full force and effect without said provision so long as the
remaining provisions remain intelligible and continue to reflect the original
intent of the Parties.


8.                     This
Agreement shall be deemed to have been executed and delivered within the State
of Texas, and it shall be construed, interpreted, governed, and enforced in
accordance with the laws of the State of Texas, without regard to conflict of
law principles.  To the extent that
either party seeks injunctive relief in any court having jurisdiction for any
claim relating to the alleged misuse or misappropriation of trade secrets or
confidential or proprietary information, each party hereby 


 


 


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consents to personal and exclusive jurisdiction and
venue in the state and federal courts of the State of Texas.


9.                     This
Agreement sets forth the entire agreement between me and HP concerning the
termination of my employment and supercedes any other written or oral promises
concerning the subject matter of this Agreement, with the exception of the
Summary, and the Employment Agreement as amended herein and in the Summary.


I HAVE BEEN ADVISED TO DISCUSS ALL ASPECTS OF THIS
AGREEMENT WITH AN ATTORNEY AND OTHER ADVISORS OF MY CHOICE.  I HAVE CAREFULLY READ AND FULLY UNDERSTAND
ALL THE PROVISIONS OF THIS AGREEMENT AND I VOLUNTARILY AGREE TO IT.


/s/
MICHAEL D. CAPELLAS


Name


 


	
  December 1, 2002

  



Date


 


 


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  Susan Bowick

  	
   

  	
  Hewlett-Packard Company

  	
   

  
	
  Senior Vice President, Human Resources

  	
   

  	
  3000 Hanover Street, ms 20AQ

  
	
  Phone: (650) 857- 2520

  	
   

  	
  Palo Alto, CA 
  94304

  
	
  Fax: (650) 857- 2577

  	
   

  	
  www.hp.com

  
	
   

  	
   

  	
   

  
	
  To:  Michael Capellas

  	
   

  	
  Date:  November 11, 2002

  
	
   

  	
   

  	
   

  	
   

  
	
  From: Susan Bowick

  	
   

  	
  Subject: 
  Benefits Summary Upon Termination

  



 


	
  Employee Name:

  	
   

  	
  Michael D. Capellas

  	
   

  	
   

  	
   

  	
   

  
	
  Employee #:

  	
   

  	
  00029238

  	
   

  	
   

  	
   

  	
   

  
	
  Birth date:

  	
   

  	
  05/19/54

  	
   

  	
  Age:

  	
   

  	
  48 years, 6 months (as of 12/01/02)

  
	
  Hire Date:

  	
   

  	
  08/03/98

  	
   

  	
  Years of Service:

  	
   

  	
  4 years, 3 months (as of 12/01/02)

  
	
  Termination Date:

  	
   

  	
  12/01/02

  	
   

  	
   

  	
   

  	
   

  
	
  Current
  Salary:

  	
   

  	
  $1,600,000

  	
   

  	
  Bonus at Target:

  	
   

  	
  $3,200,000
  (200%)

  



Michael, as per our recent conversations, I have
summarized our agreement regarding the conditions of the qualifying termination
of your employment.  The following terms
as outlined in your employment contract dated October 20, 2000, as amended and
restated December 13, 2000, and as amended December 2001, will apply:


•                    Termination Date: December 1, 2002


•                    Separation Payment: We will honor all the terms and conditions of your participation in the
agreement including:


•                    Severance Payment: A severance payment equal to 3 times your target salary of $4,800,000
(base + bonus at target) less such tax as the company is obliged to
deduct.  This amount will be paid in a
single lump sum:  Total $14,400,000


•                    100% payout on December 1, 2002 (or as soon
as practical)


 


 


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•                    Annual Incentive:  A
pro-rated target annual incentive based on full months of service beginning May
3, 2002 (close of HP and Compaq merger) will be paid upon termination less such
tax as the company is obliged to deduct.


•                    7/12 of $3,200,000 = $1,866,666.67


•                    100% payout on December 1, 2002 (or as soon
as practical)


•                    Release and Waiver of Claims:  As a condition to receiving these payments, you must sign a general
waiver and release agreement in the form attached hereto.


•                    Post-Employment Obligations: As a condition to receiving these Severance
benefits, you agree to:


•                    Non-solicitation of HP employees for a 12
month period


•                    For a 12-month period following termination
of employment with HP, you may not accept employment as an employee,
independent contractor, consultant or otherwise with IBM, Sun Microsystems,
Dell Computer Corporation or EMC because these companies either directly or
indirectly, in the opinion of HP, compete with or are in conflict with the
interests of HP.


•                    Mutual non-disparagement applies for 24
months


•                    Confidentiality provision applies at all
times before and after qualifying termination.


•                    Equity:


•                    Stock Options: Upon termination, all your non-qualified options will be fully
vested.  You will have the lesser of the
expiration date or up to three years from your termination date to exercise the
options.  HP will provide you with any
amendments to the option agreements necessary to document the vesting or three
year exercise period.


•                    Restricted Stock:  All shares were released after
the close of the merger on May 3, 2002.


•                    Loans:


•                    $5 million share purchase loan was forgiven
in full by the pre-merger Compaq Board


•                    $2,500,000 tax assistance loan will be
repaid by you upon termination (December 1, 2002).  The total amount to be repaid including applicable interest is $2,813,772.03.


Calculated
as follows:


 


 


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•                    $2,500,000 x 6.09% (IRS applicable federal
rate for mid-term loan)     = $2,813,772.03 interest rate compounded
annually through December 1, 2002.


•                    To expedite payment, this amount will be
deducted from your separation payments.


•                    Supplemental Payment:  A
lump sum payment of $100,000
subject to applicable tax deductions will be paid on the 90 day anniversary of
the executed release and waiver.  This
payment is in lieu of any payments from HP and Compaq for tax preparation
services, security system monitoring, accounting, legal fees, secretarial
services, outplacement services, career counseling or any other similar
purposes.


•                    Excise Tax Gross-Up: 
Upon termination, you are entitled to an additional payment to cover
your excise tax liability.  The amount
of your gross-up payment is $9,467,627.00. 
The amount of taxes withheld from your gross-up payment is $8,259,747
resulting in a net payment to you of $1,207,880.  Please be aware that you will be required to
pay this net payment as taxes when filing your 2002 income tax return.  HP will have a continuing obligation to hold
you harmless if any taxing authority seeks additional tax payments (above this
$1,207,880) from you with respect to this excise tax or related gross-up
payments.


•                    Benefits:
You will receive a payout of any accrued U.S. retirement benefits that are
applicable, this includes: 401(k), deferred compensation, employee stock
purchase plan and US Pension Benefits. 
Please note that you may be able to roll over some of the U.S.
retirement payouts and 401(k) into a qualified account to preserve favorable
tax treatment.


•                    Computer Equipment:  You may keep your
home office equipment (pc and printer) after termination.  All company information must be removed
prior to termination date.


•                    Health:  HP will pay your full COBRA premium for
yourself and eligible dependents for 24 months following your qualifying
termination.


Michael, the above details the essential terms of
the agreement between you and HP concerning termination of employment.  This agreement may be only amended in
writing by you and by a duly authorized officer of HP.  There will be no other payments to you other
than those specified above, except with respect to those matters addressed by
paragraph 7 of the General Waiver and Release Agreement attached hereto.


 


Michael, please sign below
to indicate your agreement with the terms and conditions set forth in this
document.


 


 


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  Hewlett-Packard
  Company

  
	
   

  	
   

  	
   

  
	
  /s/Michael
  Capellas

  	
   

  	
  /s/ Susan
  Bowick

  
	
  Michael
  Capellas

  	
   

  	
  By: Susan
  Bowick

  
	
   

  	
   

  	
  Senior Vice
  President

  
	
   

  	
   

  	
  Human
  Resources

  
	
   

  	
   

  	
   

  
	
  Date: 

  	
  November 11,
  2002

  	
   

  	
  Date: 

  	
  November 11,
  2002

  
					



 


 


Attachment:  Michael Capellas outstanding Hewlett-Packard Company Options


 


 


8

















 


MICHAEL CAPELLAS


OUTSTANDING
HEWLETT-PACKARD COMPANY OPTIONS


(reflecting December
1, 2002 Qualifying Termination under employment agreement)


 




	
  Date of Grant

  	
   

  	
  No. of
  Shares

  Subject to Option

  	
   

  	
  Exercise
  Price

  	
   

  	
  Expiration

  	
   

  
	
  8/31/1998

  	
   

  	
  126,500

  	
   

  	
  $

  	
  44.18

  	
   

  	
  12/1/2005

  	
   

  
	
  4/18/1999

  	
   

  	
  126,500

  	
   

  	
  $

  	
  35.97

  	
   

  	
  12/1/2005

  	
   

  
	
  6/24/1999

  	
   

  	
  63,250

  	
   

  	
  $

  	
  35.88

  	
   

  	
  12/1/2005

  	
   

  
	
  7/22/1999

  	
   

  	
  632,500

  	
   

  	
  $

  	
  39.44

  	
   

  	
  12/1/2005

  	
   

  
	
  12/8/1999

  	
   

  	
  316,250

  	
   

  	
  $

  	
  39.74

  	
   

  	
  12/1/2005

  	
   

  
	
  12/13/2000

  	
   

  	
  537,625

  	
   

  	
  $

  	
  28.62

  	
   

  	
  12/1/2005

  	
   

  
	
  12/13/2001

  	
   

  	
  537,625

  	
   

  	
  $

  	
  15.48

  	
   

  	
  12/1/2005

  	
   

  






 


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