HP Mark Hurd CEO Employment Agreement

HEWLETT-PACKARD COMPANY

MARK HURD EMPLOYMENT AGREEMENT

This Agreement is entered into as of March 29, 2005 by and between Hewlett-Packard Company (the “Company”) and Mark Hurd (“Executive”).

          1.          Duties and Scope of Employment.  

                       (a)   Positions and Duties.  As of April 1, 2005 (the “Effective Date”), Executive will serve as President and Chief Executive Officer, reporting to the Company’s Board of Directors (the “Board”).  Executive will render such business and professional services in the performance of his duties, consistent with Executive’s position within the Company, as will reasonably be assigned to him by the Board.  The period Executive 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 the Board as of the Effective Date.  Thereafter, at each annual meeting of the Company’s stockholders during the Employment Term, the Company will nominate Executive to serve as a member of the Board.  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 deemed to have resigned from the Board (and any boards of subsidiaries) voluntarily, without any further required action by the Executive, as of the end of the Executive’s employment and Executive, at the Board’s request, will execute any documents necessary to reflect his resignation.  

                        (c)     Obligations.  During the Employment Term, Executive will devote Executive’s full business efforts and time to the Company and will use good faith efforts to discharge Executive’s obligations under this Agreement to the best of Executive’s ability.  For the duration of the Employment 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, without the approval of the Board, serve in any capacity with any civic, educational, or charitable organization, provided such services do not interfere with Executive’s obligations to Company.  This Agreement will not take effect until Executive obtains an agreement, in a form acceptable to the Company, from the Board of Directors of NCR Corporation (the “Current Employer”) stating that any non-competition agreements entered into between Executive and the Current Employer, including, but not limited to, the letter agreement dated March 6, 2003 between Executive and the Current Employer will not be enforced by the Current Employer during his employment with Company.

           2.          At-Will Employment.  Executive and the Company agree that Executive’s employment with the Company constitutes “at-will” employment.  Executive and the Company acknowledge that this 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 benefits depending upon the circumstances of Executive’s termination of employment...