Hewlett-Packard (HPQ)

Benefits in the Event of a Change in Control

        HP does not have separate change-in-control agreements with its executives. Under HP's equity plans, however, the Board has the discretion to accelerate vesting of all stock and stock option awards upon a change in control, but accelerated vesting is not automatic. This allows the Board to decide to

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vest equity if it determines that accelerated vesting is appropriate under the facts and circumstances of a given transaction. This is a common equity plan feature at many of the peer group companies. As a result, the NEOs could become fully vested in their outstanding equity awards upon a change in control if the Board affirmatively acts to accelerate vesting.

        In addition, while none of the NEOs is covered by an agreement that is expressly tied to a change in control of HP, an involuntary termination of employment following a change in control of HP could qualify as "involuntary termination, not for cause" within the meaning of the HP Severance Plan for Executive Officers. This event would trigger the same level of benefits as though the termination occurred absent a change in control.

Benefits in the Event of a Change in Control

        HP does not have separate change-in-control agreements with its executives. Under HP's equity plans, however, the Board has the discretion to accelerate vesting of all stock and options upon a change in control, but vesting is not automatic. This feature is consistent with the practice at the peer companies. As a result, the NEOs could become fully vested in their outstanding equity awards upon a change in control if the Board affirmatively acts to accelerate vesting of stock and option awards.

        In addition, while none of the NEOs is covered by agreements that are expressly tied to a change in control of HP, an involuntary termination of employment following a change in control of HP could qualify as an "involuntary termination, not for cause" termination within the meaning of the HP

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Severance Plan for Executive Officers. This event would trigger the same level of benefits as though the termination occurred absent a change in control.

Benefits in the Event of a Change in Control

        Under HP's equity plans, the Board of Directors has the discretion to accelerate vesting of all stock and options upon a change in control, but vesting is not automatic. This feature is consistent with the practice at the peer companies. As a result, the NEOs would become fully vested in their outstanding equity awards upon a change in control only if the Board acts to accelerate vesting for other eligible employees.

        None of the NEOs is covered by other agreements that are expressly tied to a change in control of HP. However, an involuntary termination of employment following a change in control of HP could qualify as an "involuntary termination, not for cause" termination within the meaning of the HP Severance Plan for Executive Officers, triggering the same level of benefits as though the termination occurred absent a change in control.