HP 2010 Annual Report Download - page 164

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
ITEM 9A. Controls and Procedures.
Controls and Procedures
Under the supervision and with the participation of our management, including our principal
executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered
by this report (the ‘‘Evaluation Date’’). Based on this evaluation, our principal executive officer and
principal financial officer concluded as of the Evaluation Date that our disclosure controls and
procedures were effective such that the information relating to HP, including our consolidated
subsidiaries, required to be disclosed in our Securities and Exchange Commission (‘‘SEC’’) reports (i) is
recorded, processed, summarized and reported within the time periods specified in SEC rules and
forms, and (ii) is accumulated and communicated to HP’s management, including our principal
executive officer and principal financial officer, as appropriate to allow timely decisions regarding
required disclosure.
Under the supervision and with the participation of our management, including our principal
executive officer and principal financial officer, we conducted an evaluation of any changes in our
internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act) that occurred during our most recently completed fiscal quarter. Based on that
evaluation, our principal executive officer and principal financial officer concluded that there has not
been any change in our internal control over financial reporting during that quarter that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.
See Management’s Report on Internal Control over Financial Reporting in Item 8, which is
incorporated herein by reference.
ITEM 9B. Other Information.
The disclosure below is included in this report in lieu of filing a Current Report on Form 8-K to
report events that have occurred within four business days prior to the filing of this report.
On December 15, 2010, HP entered into a Letter Agreement (the ‘‘Agreement’’) with Catherine A.
Lesjak, HP’s Executive Vice President and Chief Financial Officer. The following is a summary of the
principal terms of the Agreement:
• The term of the Agreement is three years, during which time Ms. Lesjak will continue to serve
as HP’s Executive Vice President and Chief Financial Officer.
• During the term of the Agreement, Ms. Lesjak’s annual base salary and target annual incentive
will be maintained at their current levels, and the long-term incentive awards that she has been
granted to date will not be reduced, provided that the Board of Directors may grant future
increases, and provided further that each may be reduced if, respectively, the base salaries,
target annual incentives, and/or long-term incentive awards are reduced for substantially all
other Executive Vice Presidents in a substantially similar manner.
• In the event of a ‘‘qualifying termination’’ (as defined in the Agreement) of her employment
with HP during the term of the Agreement, Ms. Lesjak will receive (i) a cash severance benefit
under the Hewlett-Packard Company Severance Plan for Executive Officers calculated by
multiplying by two the sum of (A) her annual base salary as in effect immediately before
termination of employment and (B) average annualized cash bonus under the Hewlett-Packard
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