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
3
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
4
Susan Bowick
Hewlett-Packard Company
[ex10-pp1025image001.jpg]
Senior Vice President, Human Resources
3000 Hanover Street, ms 20AQ
Phone: (650) 857- 2520
Palo Alto, CA
94304
Fax: (650) 857- 2577
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