This Employment Agreement (the "Agreement") is made and entered into effective as of May 20, 1999 (the
"Effective Date") between Robert P. Wayman (the "Employee") and Hewlett-Packard Company, a Delaware
corporation (the "Company").
R E C I T A L S
A. The Employee is currently employed by the Company as Executive Vice President, Finance and
Administration and Chief Financial Officer. In addition, the Employee serves on the Company's Board of
B. The Company and the Employee desire to enter into this Agreement to provide additional financial security
and benefits to the Employee and to encourage the Employee to continue his employment with the Company.
C. Capitalized terms used in the Agreement, to the extent not otherwise defined, are defined in Section 5 below.
A G R E E M E N T
In consideration of the mutual covenants herein contained, and in consideration of the continuing employment of
the Employee by the Company, the parties agree as follows:
1. Term of Employment.
(a) Basic Rule. The Company agrees to continue the Employee's employment, and the Employee agrees to
remain in employment with the Company, from the Effective Date until the second anniversary of the Effective
Date, subject to earlier termination pursuant to the provisions to this Agreement.
(b) Early Termination. Subject to Section 4, the Company may terminate the Employee's employment at any time
by giving the Employee thirty
(30) days advance notice in writing. If the Company terminates the Employee's employment for any reason other
than Cause, or if the Employee's employment terminates as a result of Constructive Termination or by reason of
his Disability, the provisions of Section 4 shall apply. The Employee may terminate his employment at any time by
giving the Company thirty (30) days advance notice in writing. If the Employee terminates his employment under
the preceding sentence, other than as a result of Constructive Termination or by reason of his Disabi