This excerpt taken from the HPQ 8-K filed Jul 27, 2005.
Qualifying Termination: A participant will be deemed to have incurred a Qualifying Termination for purposes of this plan if he or she (1) is involuntarily terminated without Cause while holding Executive Officer status or within 90 days of having held Executive Officer status and (2) executes a full release of claims, in a form satisfactory to HP, within 45 days following termination of employment. Cause, for purposes, of this plan shall mean a participants:
Material neglect (other than as a result of illness or disability) of his or her duties or responsibilities to HP; or
Conduct (including action or failure to act) that is not in the best interest of, or is injurious to, HP.
A participant shall not be deemed to have engaged in conduct constituting Cause under this plan except by a majority vote of the members of HPs Board of Directors or an independent committee thereof.