This Transition Agreement (the "Agreement") is made and entered into effective as of May 20, 1999 (the
"Effective Date") between Lewis E. Platt (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 its President and Chief Executive Officer. In
addition, the Employee serves as Chairman of the Company's Board of Directors.
B. The Company and the Employee desire to enter into this Agreement to provide certain compensation to the
Employee under the circumstances described herein and to encourage the Employee to continue his service to the
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. Transition Payment. Except as otherwise provided below, subject to the Employee's continued status as
Chairman, upon the occurrence of a "Payment Date" (as defined below), the Employee shall be entitled to receive
a transition payment in an amount equal to one and one half times the Employee's Target Pay, less applicable
withholding (the "Transition Payment"). The Transition Payment shall be paid to the Employee in a single lump
sum cash payment within fifteen
(15) days after the Payment Date. The term "Payment Date" means the earlier of
(i) the second anniversary of the Effective Date, provided the Employee is Chairman on such date, or (ii) such
earlier date as the Board removes the Employee as Chairman other than for Cause (as defined in Section 5
below), provided, that for this purpose, the Employee's resignation as Chairman at the request of the Board shall
be treated as removal by the Board. If, on or before the second anniversary of the Effective Date, the Employee
ceases to serve as Chairman for