Exhibit 10.1
GENERAL WAIVER AND RELEASE
AGREEMENT
1.
I understand that my employment with Hewlett-Packard Company (HP)
will end September 28 2006 pursuant to my voluntary resignation and
that I will receive the equity treatment set forth in the
attached Benefits Summary Upon Resignation (Summary) and other
terms as set forth in this agreement 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 are intended to supersede and extinguish any other
obligation HP may have to pay me severance or other benefits upon
termination, including but not limited to any agreements or
understandings, whether oral or written, made at any time prior to
the date of this Agreement.
2.
In exchange for HP’s doing the acts described herein, 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 statute or ordinance, any claims for employment
discrimination, including sexual harassment, any claims under the
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.
HP acknowledges and agrees
that nothing in this Agreement is intended to release
claims for vested benefits under HP’s benefit plans,
any rights to benefits under applicable workers’ compensation
statutes or government-provided unemployment benefits, any claims
arising under federal or state securities, employment
discrimination or other laws which do not seek personal monetary or
other relief personal to me, any rights to enforce this Agreement,
any rights to indemnity or the advancement of attorneys’ fees
or expenses, or any claims relating to the validity of this Release
under the Age Discrimination in Employment Act, as
amended.
3.
I agree to return to HP all HP computers, peripherals, supplies,
equipment, confidential and proprietary information and other
property; provided however that HP agrees to provide a copy of such
materials that I may reasonably designate as necessary to defend
myself in matters related to my employment with HP. I understand
and agree that, as an express condition of receiving the benefits
of this Agreement, 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, other than as provided herein. 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.
4.
To the extent doing so is consistent with the exercise of my rights
under the federal and state Constitutions, I agree that I will
cooperate with the Company in connection with any internal
investigation, and the defense or prosecution of any claim that may
be made against or by the Company (with the exception of any claims
that may be asserted by the Company against me), or in connection
with any ongoing or future investigation or dispute or claim of any
kind involving the Company, including any proceeding, civil or
criminal, before any arbitral, administrative, judicial,
legislative, or other body or agency, including testifying in or in
connection with any proceeding, to the extent such claims,
investigations or proceedings relate to services performed or
required to be performed by me, pertinent knowledge possessed by
me, or any act or omission by me. If such cooperation is
consistent with the foregoing conditions, including my decision to
assert my Constitutional rights, I further agree: (1) to
perform all acts and to execute and deliver any documents that may
be reasonably necessary to carry out the provisions of this
Agreement; (2) to permit the Company’s counsel to interview
me on one or more occasions pertaining to such matters at a
mutually agreeable time and place; and (3) in connection with the
interviews contemplated by this Agreement, to execute an affidavit
or a written declaration setting forth information provided by me
in the interviews. The Company and I anticipate that I may be
deposed subsequent to the execution of this Agreement. If the
Company requests my deposition, I agree to appear for such
deposition at a mutually-agreeable time and location. If I
attend the deposition at the request of the Company or I am
otherwise required to attend a deposition, the Company agrees to
reimburse me for the reasonable expenses incurred by me in
attending such a deposition. The Company further agrees that
the payments and benefits provided in the attached Benefits Summary
Upon Resignation will not be withheld or revoked if I choose to
assert my federal or state Constitutional rights, including the
invocation of my Constitutional rights with respect to any
meetings, depositions or interviews.
5.
In furtherance of my legal, moral and social obligations, I agree
that any information and evidence I provide in any governmental
investigation or litigation, will be accurate, and truthful
information and testimony. I acknowledge and understand that,
by agreeing to enter into this
2
Agreement, the Company seeks only to
obtain complete, accurate, and truthful information and testimony
from me, consistent with my rights under the federal and state
Constitutions, and nothing more. The Company acknowledges and
agrees that my obligations under paragraph 4 above concerning
cooperation, and my rights under paragraphs 6 and 7 below
concerning indemnification and advancement of expenses are not to
be construed as inconsistent with this paragraph.
6.
The
Company agrees to indemnify me to the fullest extent permitted by
the Company’s bylaws and applicable law to include but not
limited to Section 2802 of the California Labor Code.
The parties acknowledge that a proper request has been made
pursuant to paragraph 6.2 of the By-laws. The Company further
acknowledges that, based on its understanding of the
information it currently possesses about my actions and conduct as
an employee and attorney for the Company, it is not aware of any
facts which suggest that I am not fully entitled to be indemnified
for my conduct. Nothing in this Agreement shall modify,
or be interpreted to modify, the application or applicability of
any law, document, or authority relating to
indemnification.
7.
Pursuant to Paragraph 6 of this Agreement and subject to execution
of the Undertaking executed concurrently herewith, the Company
agrees to advance Expenses actually and reasonably incurred by me
in connection with any Proceeding provided I acted in good
faith and in a manner I reasonably bel
