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Published by Arik Hesseldahl

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Published by: Arik Hesseldahl on Sep 21, 2011
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EX-10.1 2 a10-18763_1ex10d1.htm EX-10.1
Exhibit 10.1 
 This Agreement is entered into on September 29, 2010 by and between Hewlett-PackardCompany (the “Company”) and Léo Apotheker (“Executive”). 1.
Duties and Scope of Employment. (a)
Positions and Duties. As of November 1, 2010, Executive will serve asPresident and Chief Executive Officer of the Company, reporting to the Company’s Board of Directors (the “Board”), provided that Executive has obtained a United States visa permitting him toaccept an executive position with the Company for the intended Employment Term, as defined below(the “Effective Date”). Executive will render such business and professional services in the performance of his duties, consistent with Executive’s position within the Company. Executive will be the highest ranking executive officer of the Company, with the full powers, responsibilities andauthorities customary for the chief executive officer of corporations of the size, type and nature of Company, together with such other powers, authorities and responsibilities as may reasonably beassigned to him by the Board. Executive will report solely and directly to the Board. The periodExecutive is employed by the Company under this Agreement is referred to herein as the“Employment Term.” (b)
Board Membership. Executive will be appointed to serve as a member of theBoard as of the Effective Date. Thereafter, at each annual meeting of the Company’s stockholdersduring the Employment Term, the Company will nominate Executive to serve as a member of theBoard. Executive’s service as a member of the Board will be subject to any required stockholder approval. Upon the termination of Executive’s employment for any reason, Executive will be deemedto have resigned from the Board (and any boards of subsidiaries) voluntarily, without any further required action by Executive, as of the end of Executive’s employment and Executive, at the Board’srequest, will execute any documents necessary to reflect his resignation. (c)
Obligations. During the Employment Term, Executive will devote Executive’sfull business efforts and time to the Company and will use good faith efforts to discharge Executive’sobligations under this Agreement to the best of Executive’s ability. For the duration of theEmployment Term, Executive agrees not to actively engage in any other employment, occupation, or consulting activity for any direct or indirect remuneration without the prior approval of the Board(which approval will not be unreasonably withheld); provided, however, that Executive may, withoutthe approval of the Board, serve in any capacity with any civic, educational, or charitable organizationand serve on the board(s) set forth on Schedule A attached hereto, provided such services do notmaterially interfere with Executive’s obligations to the Company. Executive represents that he is notsubject to any non-competition, confidentiality, trade secrets or other agreement(s) that would preclude, or restrict in any way, Executive from fully performing his services hereunder during his
employment with the Company.
At-Will Employment. Executive and the Company agree that Executive’s employmentwith the Company constitutes “at-will” employment. Executive and the Company acknowledge thatthis employment relationship may be terminated at any time, upon written notice to the other party,with or without good cause or for any or no cause, at the option either of the Company or Executive.However, as described in this Agreement, Executive may be entitled to severance and other benefitsdepending upon the circumstances of Executive’s termination of employment. 3.
Term of Agreement. This Agreement will have a term of four (4) years commencingon the Effective Date. No later than 90 days before the end of the term of this Agreement, theCompany and Executive will discuss whether and under what circumstances the Agreement will berenewed. 4.
Compensation. (a)
Base Salary. As of the Effective Date, and until October 31, 2012, theCompany will pay Executive an annual salary of $1,200,000 as compensation for his services (suchannual salary, as is then effective, to be referred to herein as “Base Salary”). The Base Salary will be paid periodically in accordance with the Company’s normal payroll practices and be subject to theusual, required withholdings. Executive’s annual salary beginning November 1, 2012, and thereafter,will be $1,200,000 and will be subject to review by the HR/Compensation Committee of the Board, or any successor thereto (the “Committee”) not less than annually, and adjustments will be made in thediscretion of the Committee. Notwithstanding the foregoing, the Base Salary will not be reducedother than (i) pursuant to a reduction that also is applied to substantially all other executive officers of the Company in a substantially similar manner and proportion or (ii) to give effect to the Committee’s policy, as published in the Compensation Discussion and Analysis section of the Company’s annual proxy statement or other documents filed with the Securities and Exchange Commission, for aligningExecutive’s compensation with the compensation of chief executive officers of the Company’s peer group. (b)
Annual Incentive. Executive will be eligible to receive annual cash incentives payable for the achievement of performance goals established by the Committee beginning with theCompany’s 2011 fiscal year. Executive’s target annual incentive for fiscal 2011 will be at least 200%of Base Salary and his maximum target opportunity will be 500% of Base Salary, based uponspecified levels of performance goals being achieved. For subsequent fiscal years, beginning withfiscal 2012, Executive’s target bonus shall be at least 200% of the Base Salary, and maximum targetopportunity shall be as determined by the Committee; provided, however, that, except as otherwise provided herein, Executive’s future participation in the Company’s Pay for Results Plan, or anysuccessor thereto (the “Annual Incentive Plan”), shall be on the same terms and conditions that applyto other senior executives generally. The actual earned annual cash incentive, if any, payable toExecutive for any performance period will depend upon the extent to which the applicable performance goal(s) specified by the Committee under the Annual Incentive Plan are achieved andwill be decreased or increased for under- or over-performance. Except as specifically providedherein, Executive’s annual cash incentive will be subject to the terms and conditions of the Annual

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