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