37053792 Court Filing HP Civil Complaint Against Mark Hurd

8/6/2019 37053792 Court Filing HP Civil Complaint Against Mark Hurd

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1 SEYFARTHSHAWLLPCamille A . Olson (State Ba r No. 111919)2 Robert B. M illigan(State Bar No. 217348)2029 Century Park East, Suite 35003 Los Angeles, California 90067Telephone: (310) 277-72004 Facsimile: (310) 20L-52195 M ichael D. Wexle r (pro hac vice to be filed)

131 South Dearborn Street, Suite 24006 Chicago, Illinois 60603Telephone: (312) 460-50007 Facsimile: (312) 460-70008 Law Offices ofAllen RubyA llen Ruby (State Bar N o. 47109)9 125 S. Marke t S t #1001San Jose, California 9511310 Telephone: (408) 998-8500

Facsim ile: (408) 998-850311 G IB SO N DUNN & CRUTCHER12 R obert Cooper (State Bar No. 35888)Samuel G. Liversidge (StateBarN o. 180578)13 33 3 South Grand A venueLos Angeles,California 9007114 Telephone: (213) 229-7179Facsimile: (213) 229-617915 Attorneys for Plaintiff16 H E W L E TT-PA C K A R D COMPANY17 SU P ERIO R COlTRT OFTHESTATEOF C ALIFO R N IA 18 COlTNTYOF SANTA CLA RA _19 H E W LE TT- PAC K A R D C O M PA N Y , ) Case No.1 1 QcV1 8 1 6 9 92021 v.

Pla intiff, )) C IVIL C O M PLA IN TFORB R EA CH OF) C O N TRA C T AND TH R EA TEN ED ) M IS A P PR O P R IA TIO N OF TRA D E) SE C R ETS22 MARK V. H U R D , an in dividual, and D O ES 1- )232425262728

25, inclusive , ) DEMANDFOR IN J U N CTIV E R E L IE FDefendants. ) AND JU R Y T R IA L))

{APPLIC ATION FOR INJU N C TIVE_____________ ___)) RELIEFTO BEFILED FORTHWITH}

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Plaintiff Hewlett-Packard Company ("HP") for its Civil Complaint against DefendantsMark V. Hurd ("Hurd"), and Does 1 through 25 (collectively, the "Defendants"), states asfollows:

INTRODUCTION

1. Despite being paid millions of dollars in cash, stock and stock options inexchange for Hurd's agreements to protect HP's trade secrets and confidential informationduring his employment and following his departure from his posit ions at HP as Chairman of theBoard, Chief Executive Officer, and President, HP is informed and believes and thereon allegesthat Hurd has put HP's most valuable trade secrets and confidential information in peril. Hurdaccepted positions with Oracle Corporation ("Oracle"), a competitor of HP, yesterday as itsPresident and as a member of its Board of Directors. In his new positions, Hurd will be in asituation in which he cannot perform his duties for Oracle without necessarily using anddisclosing HP's trade secrets and confidential information to others. For example, onetechnology reporter from Computerworld wrote today "the fact that Oracle is also hiringsomeone who knows HP's strategy and markets -- and its enterprise customers -- is also a bigplus." An independent analyst quoted in the article stated that Hurd will know "which Sunaccounts were being most heavily mined and which HP accounts are the most vulnerable in thelarge enterprise space - that could be very valuable."

2. Accordingly, HP seeks immediate injunctive relief to protect its trade secrets andconfidential information from Hurd's threatened misappropriation pursuant to Civil Code section3426.2(a) and to require Hurd to honor his legally binding trade secret protection agreementswith HP.

NATURE OF ACTION3. This is an action for breach of contract and threatened misappropriation of trade

26 secrets. HP seeks injunctive relief and other damages.2728

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4. HP is informed and believes and thereon alleges that Hurd, the former Chairmanof the Board, ChiefExecutive Officer, and President ofHP, is violating and will continue toviolate his legal obligations and express contractual obligations owed to HP to affirmativelymaintain the confidentiality of HP's trade secrets and confidential information. In exchange forthese obligations, Hurd was paid monies, stock and stock options worth millions of dollarsduring and after his employment with HP. Specifically, in violation of his continuing obligationsto HP, on September 6, 2010, it was publicly announced that Hurd accepted a position asPresident and Board member of HP's competitor Oracle. In that position he will necessarilydisclose and utilize HP's trade secrets and confidential information.

5. HP seeks an order requiring Hurd to provide HP with written notification andfurther information concerning Hurd's new position with Oracle pursuant to his trade secretprotection agreements with HP. Hurd's failure to provide such notice before it was publiclyannounced by Oracle, gives rise to a reasonable inference that he is violating his trade secretprotection agreements with HP. HP also seeks to enjoin Hurd from holding a position with acompetitor in which he will serve in a capacity that will make it impossible for him to avoidutilizing or disclosing HP' s trade secrets and confidential information pursuant to Civil Codesection 3426.2(a).

PARTIES, JURISDICTION AND VENUE6. Hurd began his employment with HP on or about April 2005. Upon joining HP,

and at numerous points throughout his employment with HP, Hurd received stock options,restricted stock and monies worth millions of dollars in exchange for his agreements that hewould not misuse HP' s trade secret or confidential information. Hurd's employment with HPended on or about August 6, 2010.

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7. Hurd worked for HP in its Palo Alto, California office, resides in California, andhas conducted and is conducting business in this venue.

8. Plaintiff, HP, is a Delaware corporation with its principal place of business andworld headquarters in Palo Alto, California.

9. HP employs numerous employees in Santa Clara County, California and conductsbusiness in Santa Clara County, worth millions of dollars each year which is at risk due toHurd's actions.

10. HP is unaware of the true names and capacities of the Defendants named herein asDOES 1 through 25 and therefore sues such Defendants by such fictitious names pursuant toCalifornia Code of Civil Procedure section 474. HP will seek leave of Court to amend thisComplaint to set forth the true names and capacities of those fictitiously named Defendants whenthey are ascertained.

11. HP is informed and believes and thereon alleges that each of the Does is in someway and/or manner responsible for the acts and occurrences hereon alleged, whether such actsand such occurrences were con1mitted intentionally, recklessly, or otherwise, and that each Doeis liable to HP for the damages suffered by it.

12. HP is informed and believes and on that basis alleges that each Defendant is now,and at all relevant times was, the agent, employee, or servant of each of the other Defendants,and in doing the things alleged herein, was acting within the course and scope of suchemployment, agency, servitude or related relationship.

13. Venue is proper in Santa Clara County because HP resides within Santa Clara,Hurd worked for HP in Santa Clara County, and the Defendants' wrongful actions took placewithin the county.

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BACKGROUND

14. HP is a technology company founded in 1939 that operates in more than 170countries around the world. As the world's largest technology company, HP brings together aportfolio that spans printing, personal computing, software, services and IT infrastructure tosolve customer problems. No other company offers as complete a technology product portfolioas HP. HP provides infrastructure and business offerings that span from handheld devices tosome of the world's most powerful supercomputer installations. HP offers consumers a widerange of products and services from digital photography to digital entertainment and fromcon1puting to home printing. This comprehensive portfolio helps HP n1atch the right products,services and solutions to its customers' specific needs.

15. HP's three business groups drive industry leadership in core technology areas: 1)The Personal Systems Group: business and consumer PCs, mobile computing devices andworkstations; 2) The Imaging and Printing Group: inkjet, LaserJet and commercial printing,printing supplies; and 3) Enterprise Business: business services and products, including forexample, storage and servers, enterprise services and software.

16. HP's software and hardware offerings compete directly with some offerings fromthe most competitive companies in the world, including Oracle.

17. HP is a leader in technology and customer support and service through the use ofa well trained staff, the use of technology and the establishment of strong customer relationships.

18. HP has invested substantial monies to create proprietary designs, solutions,initiatives and equipment to insure that HP can provide cutting edge technologies and services toits customers.

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19. HP also spends extensive time and substantial monies identifying and maintainingkey customer relationships, designing customer initiatives, determining strategic mergers andacquisitions, allotting resources for new technologies and initiatives, and creating annualbusiness plans.

20. HP's key management personnel, headed up by Hurd, participate extensively inthe design and implementation of annual business plans. Hurd was responsible for the creationof HP' s strategic plans, including its FY 2010 and FY 2011 business plans. He was responsiblefor creating a plan to compete against HP's competitors, including Oracle. By working at Oracle,he cannot help but utilize and disclose HP's trade secrets and confidential information, includingthe trade secrets and confidential information contained in the FY 2010 and FY 2011 businessplans.

21. HP has purchased through acquisitions and on its own developed and maintainedvaluable relationships and substantial goodwill with its customers.

22. In order to grow its business and better serve its customers, HP has acquired otherentities and technology throughout the world to best provide products and services that meets itsclients' needs and from which HP can derive economic gain.

23. HP's business information, customer relationships and goodwill are of paramountsignificance to its business reputation and its success.

24.EVENTS GIVING RISE TO THIS ACTION

Hurd joined HP on or about April 2005.25. Upon joining HP, Hurd was provided access to HP's trade secrets and

confidential information, subject to non-disclosure restrictions.

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26. During his employment with HP, Hurd executed several non-disclosureagreements with HP in which he agreed not to disclose confidential information ofHP. Further,Hurd took mandatory annual online Standards of Business Conduct training, which includes theobligation to protect HP's confidential information and trade secrets.

27. Hurd executed HP's Agreement Regarding Confidential Information andProprietary Developments (the "Trade Secret Protection Agreements"). Most recently, he signedsuch agreements on February 6, 2008, February 26, 2009, and February 12, 2010, respectively.True and correct copies of the agreements are attached as Exhibits A, B, and C.

28. Hurd agreed to keep HP' s trade secrets and confidential information protected and12 confidential both during and after his employment with HP, pursuant to Section 2 of the Trade13 Secret Protection Agreements:14 2. Confidential Information. This Agreement concerns trade secrets, confidential business15 and technical information, and know-how not generally known to the public (hereinafter"Confidential Information") which is acquired or produced by me in connection with my16 en1ployment by HP. Confidential Information may include, without limitation, information onHP organizations, staffing, finance, structure, information of employee performance,17 compensation of others, research and development, manufacturing and marketing, files, keys,certificates, passwords and other computer information, as well as information that HP receives18 from others under an obligation of confidentiality. I agree:(a) to use such information only in the performance ofHP duties;19 (b) to hold such information in confidence and trust; and(c) to use all reasonable precautions to assure that such information is not disclosed20 to unauthorized persons or used in an unauthorized manner, both during and after myemployment with HP.21 I further agree that any organizational information or staffing information learned by mein connection with my employment by HP is the Confidential Information of HP, and I agree that22 I will not share such information with any recruiters or any other employers, either during orsubsequent to my employment with HP; further, I agree that I will not use or permit use of such23 as a means to recruit or solicit other HP employees away from HP (either for myself or forothers).2425262728

29. Under the Trade Secret Protection Agreements, Hurd also agreed to return all HPproperty upon the termination of his employment.6. HP Property. I will not remove any HP property from HP premises without HP'spermission. Upon termination of my employment with HP, I will return all HP property to HPunless HP's written permission to keep it is obtained.

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30. Hurd also agreed to certain Protective Covenants in the Trade Secret ProtectionAgreements to protect HP's trade secrets:7. Protective Covenants. I acknowledge that a simple agreement not to disclose or useHP's Confidential Information or Proprietary Developments after my employment by HP endswould be inadequate, standing alone, to protect HP's legitimate business interests because someactivities by a former employee who had held a position like mine would, by their nature,compromise such Confidential Information and Proprietary Developments as well as thegoodwill and customer relationships that HP will pay me to develop for the company during myemployment by HP. I recognize that activities that violate HP's rights in this regard, whether ornot intentional, are often undetectable by HP until it is too late to obtain any effective remedy,and that such activities will cause irreparable injury to HP. To prevent this kind of irreparableharm, I agree that for a period of twelve months following the termination of my employmentwith HP, I will abide by the following Protective Covenants:

(a) No Conflicting Business Activities. I will not provide services to a Competitor11 in any role or position (as an employee, consultant, or otherwise) that would involveConflicting Business Activities in the Restricted Geographic Area (but while I remain a12 resident of California and subject to the laws of California, the restriction in this clause(paragraph 7, subpart (a)) will apply only to Conflicting Business Activities in the13 Restricted Geographic Area that result in unauthorized use or disclosure of HP'sConfidential Information);141516171819202122

(b) No Solicitation of Customers. I will not (in person or through assistance toothers) knowingly participate in soliciting or communicating with any customer of HP inpursuit of a Competing Line of Business if I either had business-related contact with thatcustomer or received Confidential Information about that customer in the last two yearsof my employment at HP (but while I remain a resident of California and subject to thelaws of California, the restriction in this clause (paragraph 7, subpart (b)) will apply onlyto solicitations or communications made with the unauthorized assistance of HP'sConfidential Information);(c) No Solicitation of HP Employees. I will not (in person or through a s s i s t a n c ~ toothers) knowingly participate in soliciting or communicating with an HP Employee forthe purpose of persuading or helping the HP Employee to end or reduce his or heremployment relationship with HP if I either worked with that HP Employee or receivedConfidential Inforn1ation about that HP Employee in the last two years of myemployment with HP; and(d) No Solicitation of HP Suppliers. I will not (in person or through assistance to23 others) knowingly participate in soliciting or communicating with an HP Supplier for thepurpose of persuading or helping the HP Supplier to end or modify to HP's detriment an24 existing business relationship with HP if I either worked with that HP Supplier orreceived Confidential Information about that HP Supplier in the last two years of my25 employment with HP.

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31. To further protect HP's trade secrets, the Trade Secret Protection Agreen1entsrequire Hurd to notify HP of his post-employment activities. Specifically Hurd is required to

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notify HP of his employment with a competitor and provide HP with information concerning hisnew position to assess whether such a position would likely lead to a violation of the agreement:

9. Notice of Post-Employment Activities. If I accept a position with a Competitorat any time within twelve months following termination of my employment with HP, I willpromptly give written notice to the senior Human Resources manager for the HP business sectorin which I worked, with a copy to HP's General Counsel, and will provide HP with theinformation it needs about my new position to determine whether such position would likely leadto a violation of this Agreement (except that I need not provide any information that wouldinclude the Competitor's trade secrets).

32. Lastly, Hurd agreed that HP would be entitled to imn1ediate injunctive relief forany violations of the Trade Secret Protection Agreements:

10. Relief; Extension. I understand that if I violate this Agreement (particularly theProtective Covenants), HP will be entitled to injunctive relief by temporary restraining order,temporary injunction, and/or permanent injunction and any other legal and equitable reliefallowed by law. Injunctive relief will not exclude other remedies that might apply. If I am foundto have violated any restrictions in the Protective Covenants, then the time period for suchrestrictions will be extended by one day for each day that I am found to have violated them, up toa maximum extension equal to the time period originally prescribed for the restrictions.33. Hurd also executed a separation agreement on August 6, 2010, in which he

16 reaffirmed his obligations to HP and extended certain specified obligations under the Trade17 Secret Protection Agreements.1819202122232425262728

34. As the Chairman of the Board, ChiefExecutive Officer, and President for HP,Hurd was provided access to HP's most valuable trade secrets and confidential information. Inparticular, Hurd attended board meetings, operation meetings, technology meetings, strategicplanning meetings and customer meetings.

35. As a result of assuming this high level position within HP, Hurd had access to andhad direct reports from each of HP' s business units, including the Enterprise Business unit,which includes, storage and servers, enterprise services and software. Additionally, as theChairman of the Board, Hurd attended high level meetings at HP and was privy to the mostsensitive ofHP trade secret and confidential information. Hurd helped determine high-level HP

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strategy, worked extensive ly on company acquisitions, and was quite familiarwith confidentia lpersonnel m atters.

36. Hurd w as placed in such a h igh level position with access to all ofHP' sm os tim portanttrade secrets and confidentia l information regarding research and development ,m arketing,strategy, customer contacts, target acquisitions, m erger opportunities, allocationofresources, pricing , margins, profitability, custom er initiatives, leadership and talentinitiativesand other confidential information. As indicated above, Hurd was responsible for preparin gHP' s strategic plans, including itsFY2010 andFY 20 11 business plans.

37. Additionally, H urd was provided with tradesecretsand confidential information concerning competitors . OnMarch 18, 2010, Hurd was presented, along with the other mem bersof he HP B oard ofDirectors, with a highly confidential competitive internalanalysis ofOracle.

38 . Hurd's separation date from HP w as August 6, 2010. H urd entered into aSeparation and Release A greement with H P bywhich he waspa id m illions of dollars and

reaffirmed his post-employment obligations, includinghis trade secret protection obligations,ow ed to HP. A true and correc t copy of the Separation and Release Agreem ent isattached asExhib it D.

39. On L abor Day, September 6, 2010, i t waspublicly announced and carried in thepress that H ur d was beingnam edth e newPresident ofOracle,a competitor ofHP, and as am em ber of he B oard ofDirectors ofOracle. No effor t was m ade by Hur dto provide advancenotice to HP befo re the announcement w as made public .

40. O racle 's ChiefExecutive Off icer was quoted in th e press as saying: "Mark did abrillian t job at HP and I expec t he'lldo even betterat O racle." He was also quoted as sayingthat: "Thereis no executivein th eIT w orld with more relevantexperience than Mark ."

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41. In Oracle 's press release, Hurd is quoted as saying: "I believe Oracle' s strategy ofcombining software with hardware will enable Oracle to beat IBM in both enterprise servers andstorage." He went on to say: "Exadata is just the beginning. We have some exciting newsystems we are going to announce later this month at Oracle OpenWorld. I'm excited to be a partof the most innovative technology team in the IT industry." Attached hereto as Exhibit Eisatrue and correct copy of Oracle's press release.

42. As Hurd well knows, IBM and HP are competitors of Oracle in the enterpriseservers and storage business. Hurd's clear effort to avoid mentioning HP is telling in light ofOracle's own SEC filings identifying HP as a competitor. What Hurd and everyone else alsoknows is that the Exadata server mentioned in his quote is a direct competitive product to HP'sProliant Server.

43. The information identified above is but one example of the many ways in whichHP and Oracle directly compete and in where Hurd's "relevant experience" includes HP tradesecret and confidential information.

44. In a recent SEC filing (10-K, July 1, 2010), Oracle stated, in pertinent part:

We face intense competit ion in all aspects of our business. The nature of the IT industry creates acompetitive landscape that is constantly evolving as firms emerge, expand or are acquired, astechnology evolves and as customer demands and competitive pressures otherwise change.Our customers are demanding less complexity and lower total cost in the implementation,sourcing, integration and ongoing maintenance of their enterprise software and hardware systemswhich has led increasingly to our product offerings being viewed as a "stack" of software andhardware designed to work together in a standards-compliant environment-from "Applicationsto Disk." Our enterprise software and hardware offerings compete directly with some offeringsfrom the most competitive companies in the world, including Microsoft Corporation (Microsoft),IBM Corporation (IBM), Hewlett Packard Company (HP), SAP AG, and Intel, as well as manyothers.

45. Hurd's position as a President and a member of the Board of Directors for Oracleputs HP's trade secrets and confidential information in jeopardy. He will be responsible, in

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whole or part, for the direction of the company. As a competitor ofHP, he will necessarily callupon HP's trade secrets and confidential information in performing his job duties for Oracle.

46. Hurd will be violating his legal obligations to HP and his trade protectionagreements by working as Oracle's President and as a member of the Board ofDirectors. Hecannot perform his job at Oracle without disclosing or utilizing HP' s trade secrets andconfidential information. As discussed more fully herein, HP's trade secrets include productplanning, strategic business planning, resource allocation, products under development,teclmology, confidential con1petitive intelligence, customer initiatives, customer relationshipstrengths and weaknesses, pricing, margins, acquisition targets, and business growth strengthsand weaknesses.

47. HP's trade secret information is not generally known in the industry and isvaluable because HP derives economic value from the information not being publicly available.

48. HP's trade secret business and customer information is of great value to HP andsuch information would give any competitor who improperly acquired such information anunfair competitive advantage by: not expending the time and resources to develop the tradesecret information as HP has done, quickly developing products and technologies to unfairlycompete with HP in order to diminish HP's head start, and even alerting a con1petitor as toinitiatives that should not be pursued, as well as other improper advantages.

49. HP protects its trade secret business and customer information by requiringemployees to keep confidential business and customer information, by password protectingcomputers, by limiting access to information, by requiring employees to sign confidentialityagreements, and by requiring employees to take mandatory aimual online Standards of Business

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Conduct training, which includes the obligation to protect HP's confidential information andtrade secrets .

50. HP' s customer relationships and goodwill areof paramountimportance toHP inthat many ofHP' s customershave been customersofH P for quite some time. M oreover, in anumber of in stances, HP's custom ers entrust HP w ith confidential information and require HP toenter into confidentiality agreements as w ell .

51 . W hile employed byHP, H urd had contact with custom ers, vendors, and tradese crets and confidential information. He was privy tothe pricing, m argins, customer initiatives,allocation of re sources, product development, multi-year product, business and talent planning,and strategies being utilized by HP and which wou ld give H urd and Oracle an unfair advantagein soliciting custom ers, utilizing vendors and developing products.

52 . Hurd's actions are a serious threat to HP's business, are in violationof contractualobligations and appl icable law and unjustly enrich Hurd.

53 . HP has no adequate remedy at lawto fully protect it. IfHurd's actions gounchecked, he will necessarily diminish the value ofHP' s trade secret and confidentialinformation, dim inish its goodwill , negatively impact customer relationships, give Oracle ast rategicadvantage as to where to allocate or not al locate resources and exploit the know ledge ofHP's strengths and weaknesses.

FIRSTCAUSE OF ACTION[Breach ofContract Against Hurd]

54 . H P hereby repeats, realleges and incorporates by reference the allegations which27 ar e contained inparagraphs 1 through53 .28

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55 . Hurd' s Trade Secret Pro tectionAgreem ents and Separation and ReleaseA greem ent arevalid and enforceablecontracts. The confidentiality covenants and otherprovisions contained in the agreements are reasonably necessary to protect legitim ate protectableinterests intrade secrets, confidential information, customer relationships, w ork force andgoodwill.

56 . HP has fullyperform ed allof its obligations under the agreements .

57 . H urd is breaching or threatens to breach the agreementsin at least oneof hefollowing ways by:

A.

B.

failing to provide H P wi th sufficient notificationof Hurd's new em ployerand sufficient information concerning Hurd's new position pursuant toSection 9ofth eTrade Secret Protection Agreements; and/oraccepting aposition that w ill make it im possible for him to avoiddisclosing or utiliz in g HP' s tradesecrets or confidential inform ation in violation ofSections 2 and 7 of he Trade Secret Protec tion Agreemen ts .

58 . A s a result of any one of these breaches of his agreem ents, HPhas been injuredand faces irreparable injury . HPis threatened w ith losing customers, technology, its competitiveadvantage, i ts trade secrets and goodwill in amounts which may be im possible to determine,urtless H urd is enjoined and restrainedbyord er of th is Court.

SECON D CAUSEOFA C T IO N [T hrea tened M isappropria tion of TradeSecrets A gainst Hurd and Does 1 t h rough 25]

59. H P herebyrepeats and reallegesand incorporates by reference the allegationswhich are contained in paragraphs 1 through 58.

60 . Atall relevant times, HP w asin possession of confidential and t rade secret27 inform ation as defined by California CivilCode Section3426.1 (d). The proprietary business28 andcustom er informationofHPconstitu tes trade secrets because HPderives independent

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economic value from that information, such information is not generally known nor readilyascertainable by proper means by other persons who can obtain economic value from itsdisclosure or use, and because the information is the subject of reasonable efforts to maintain itssecrecy. HP's confidential and proprietary trade secret information described herein is not andwas not generally known to Plaintiffs' competitors in the industry.

61. HP is informed and believes and therefore alleges that Defendants have actuallymisappropriated and/or threaten to misappropriate HP's trade secrets without HP's consent inviolation ofCalifornia's Uniform Trade Secrets Act, California Civil Code 3426 et seq. Hurdcannot serve as President and a member of the Board ofDirectors for Oracle without utilizingand disclosing HP' s trade secrets and confidential information. Hurd cannot separate out HP'strade secrets and confidential information in performing his daily duties at Oracle. As suchinjunctive relief, pursuant to Civil Code section 3426.2(a) is appropriate.

62. Hurd has accepted employment at Oracle and will serve functions at Oraclesimilar to his previous roles at HP and thus, cannot avoid disclosing and utilizing HP's tradesecrets and confidential information.

63. As a product of his employment with HP, Hurd had access to HP's most valuabletrade secrets and confidential information as described herein. Hurd continues to haveknowledge of that information, notwithstanding the fact that he is working for a competitor.

64. HP is informed and believes and thereon alleges that Hurd has the intent to24 disclose HP's trade secrets and confidential information to others, including his new employer,25 in violation of the CUTSA and his trade secret protection agreements with HP.262728

65. As a proximate result ofDefendants' threatened misappropriation ofHP's tradesecrets and confidential information, HP has suffered, and will continue to suffer, damages in an

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amount to be proven at the time of trial, but which are substantial and in excess of the minimumjurisdictional amount of this court.

66. Defendants have been unjustly enriched and HP is entitled to all recoverabledamages in an amount to be proven at the time of trial, but which are in excess of the minimumjurisdictional amount of this Court.

67. As a further proximate result ofDefendants' wrongful conduct and threatenedn1isappropriation, HP has been injured, irreparably and otherwise, and is threatened withadditional and on-going injuries. Because HP's remedy at law is inadequate, HP seekstemporary, preliminary and permanent injunctive relief. HP is t h r e a t e n e ~ with losing customers,technology, its competitive advantage, its trade secrets and goodwill in amounts which may beimpossible to determine, unless Defendants are enjoined and restrained by order of this Court, asalleged above.

68. Defendants will be unjustly enriched by the threatened misappropriation ofHP'strade secrets and confidential infom1ation, and, w1less restrained, will continue to threaten to use,actually use, divulge, threaten to disclose, acquire and/or otherwise misappropriate HP's tradesecrets and confidential information.

69. Upon information and belief, Defendants' threatened misappropriation has beenwillful and malicious in light ofHurd's repeated execution of contracts prohibiting his currentconduct and his deliberate violation of the contractual obligations. Therefore, Plaintiffs areentitled to an award ofpunitive or treble damages and attorneys' fees pursuant to CaliforniaCivil Code Sections 3426.3(c) and 3426.4.

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G. For a constructive trust fo r th e benefit ofHPto be im posed upon all fund s, assets ,revenues an d profits Defe ndants haveorwill derive from their unlaw ful acts and their threatenedm isappro priationofHP' s inform atio n and pro per ty ; an d

H. That H P be aw ard ed such oth er and further rel ief as th e Court dee ms equitab leand j ust.

Dated: Septe m ber 7,201 0 Resp ectfully subm itted,Law OfficesofAl len Ruby

Attorney s for P la in tiffH EW LETT-PA C K A R D C O M PA N Y

DEMAND FORJURY TRIALPlaintiff Hewle tt-Packard Com pany hereby dem ands a trial by jury in the above

captioned m atter on all m atters so triable .

Dated: Septem ber 7, 2010 Res pect fully su bm itted,Law Offices ofA llen Ruby

18

frn--Attorneys fo r P laint if fH E W LETT-PA CK A R D C O M PA N Y

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EXHIBIT A


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Agreement Regarding Confidential Information and Proprietary DevelopmentsWith Protective Covenants Relating to Post-Employment ActivityFor Incumbent Employee Working in California

Name(TypeorPrint): ~ ' < ' l _ V. \1\xd1. Consideration and Relationship to Employment. As a condition of my continuedemployment with Hewlett-Packard Company or one of its affUiates or subsidiaries (collectively,"HP"), and in consideration my eligibility for a grant of Performance-based Restricted Unitsunder the Hewlett-Packard Company 2004 Stock Incentive Plan, I knowingly agree to restrictionsprovided for below that will apply during and after my employment by HP. I understand,however, that nothing relating to this Agreement will be interpreted as a contract or commitmentwhereby HP is deemed to promise continuing employment for a specified durdtion.2. Confidential Information. This Agreement concerns trade secrets, confidential businessand technical informationt and know-how not generally known to the public (hereinafterconfidential Information") which is acquired or produced by me in connection with myemployment by HP. Confidential Information may include, without limitation, information onHP organizations, staffing. fmance, structure, information of employee performance,compensation of others, research and development, manufacturing and marketing, files, keys,certificates, passwords and other computer information, as well as information that HP receivesfrom others under an obligation of confidentiality. I agree:a. to use such information only in the pertbrmance of HP duties;b. to hold such information in confidence and trust; andc. to use all reasonable precaution"> to assure that such information is not disclosoo tounauthorized persons or used in an unauthorized malUl.er, both during and after my employmentwith l:IP.I further agree that any organizational information or staffmg information learned by me inconnection with my employment by HP is the Confidential Information of HP, and I agree that Iwill not share such information with any recruiters or any other employers, either during orsubsequent to my employment with HP; further, 1 agree that I wi11 not use or permit use of suchas a means to recruit or solicit other HP employees away from HP (either for myself or forothers).3. Proorietary Developmenu. This Agreement also concerns inventions and discoveries(whether or not patentable), designs, works of authorship, mask works, improvements. data,processes, computer programs and software (hereinafter called "Proprietary Developments") thatare conceived or made by me alone or with others while I am emp1oyed by HP and that relate tothe research and development or the business of HP, or that result from w


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a. to disclose them promptly to HP;b. to sign any assignment document to formally perfect and confirm my assignment of titletoHP;c. to assign any right of recovery for past damages to HP; andd. to execute any other documents deemed necessary by HP to obtain, record and perfectpatent, copyright, mask works and/or trade secret protection in all countries, in HP's name and atHP's expense.I understand that HP may delegate these rights. I agree that, if requested, my discJosure,assignment, execution and cooperation duties will be provided to the entity designated by HP.In compliance with prevailing provisions of relevant state s t a t u t e s ~ this Agreement does notapply to an invention for which no equipment, supplies, facility or trade secret information of theemployer was used and which was developed enti.rely on the employee's own time, unless (a) theinvention relates (i) to the business of the employer or (ii) to the employer's actual ordemonstrably anticipated research or development, or (b) the invention results from any workperformed by the employee for the employer.4. Respect for Rights of Former Emoloyers. I agree to honor any valid disclosure or userestrictions on information or intellectual property known io me and received from any formeremployers or any other parties prior to .my employment by HP. I agree that without prior writtenconsent of such former employers or other parties, I will not knowingly use any such informationin connection with my HP work or work product, and I will not bring onto the premises of HPany such information in whatever tangible or readable form.5. Work Product. The product of aU work perfonned by me during and within the scopeof my HP employment including, without limitation, any files, presentations, reports, documents,drawings, computer programs, devices and models, will be the sole property of HP. I understandthat HP has the sole right to use, sell, license, publish or otherwise disseminate or trans&- rightsin such work product.6. .HP Property. I will not remove any HP property from HP premises without HP'spermission. Upon termination of my employment with HP, I will return all HP property to HPunless HP's written permission to keep it is obtained.7. Prqtestive Covenang. I acknowledge that a simple agreement not to disclose or useHP's Confidential Information or Proprietary Developments after my employment by HP endswould be inadequate, standing alone, to protect HP's legitimate business interests because someactivities by a former employee who had held a position like mine would, by their nature,compromise such Confidential Information and Proprietary Developments as well as the goodwilland customer relationships that HP will pay me to develop for the company during myemployment by HP. I recognize that activities that violate HP's rights in this regard, whether ornot intentional, are often undetectable by HP until it is too late to obtain any effective remedy,and that such activities will cause irreparable injury to HP. To prevent this kind of irreparableharm, I agree that for a period of twelve months following the termination ofmy employmentwith HP, I wiU abide by the following Protective Covenants:

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(a) No Conftlding Business Activities . I will not provide services to a Competitorin any role or position (as an employee. consultant, or otherwise) that would involveConflicting Business Activities (but while I remain a resident of California and subject tothe laws of California, the restriction in this clause (paragraph 7, subpart (a)) will applyonly to Conflicting Business Activities that result in unauthorized use or disclosure ofUP's Confidential Infonnation);(b) No Solicitation of Customers. I wilt not (in person or through assistance toothers) knowingly participate in soliciting or communicating with any customer of HP inpursuit of a Competing Line of Business i f I either had business-related contact with thatcustomer or received Confidential Information about that customer in the last two yearsof my employment at HP (but while I remain a resident of California and subject to thelaws of California, the restriction in this clause (paragraph 7, subpart (b)) will apply onlyto solicitations or communications made with the unauthorized assistance of HPsConfidential Information);(c) No Solicitation of HP Employees. I will not (in person or through assistance toothers) knowingly participate in soliciting or communicating with an HP Employee forthe purpose of persuading or helping the HP Employee to end or reduce his or heremployment relationship with HP if I either worked with that HP Employee or receivedConfidential Information about that HP Employee in the last two years of myemployment with HP; and(d) No Solieitation ofHP Suppliers. I will not (in person or through assistance toothers) knowingly participate in soliciting or communicating with an HP Supplier for thepurpose of persuading or helping the HP Supplier to end or modify to HPts detriment anexisting business relationship with HP i f I either worked with that HP Supplier orreceived Confidential Information about that HP Supplier in the last two years of myemployment with HP.

As used here, "Competitor" means an individual, corporation, other business entity or separatelyoperated business tmit of an entity that engages in a Competing Line of Business. "CompetingLine of Business" means a business that involves a product or service offered by anyone otherthan HP that would replace or compete with any product or service offered or to be offered by HPwith which 1 had material involvement while employed by HP (unless HP and its subsidiaries areno longer engaged in or planning to engage in that line of business). "Conftieting BusinessActivities" means job duties or other business-related activities in the United States or in anyother country where the HP business units in which I work do business, or management orsupervision of such job duties or business-related activities, ifsuch job duties or business-relatedactivities are the same as or similar to the job duties or business-related activities in which Iparticipate or as to which I receive Confidential Information in the last two years of myemployment with HP. "HP Employee" means an individual employed by or retained as aconsultant to HP or its subsidiaries. "H P Supplier" means an individual, corporation, otherbusiness entity or separately operated business unit of an entity that regularly provides goods orservices to HP or its subsidiaries, including without limitation any OEM, ODM or subcontractor.8. Enforcement. I make these agreements to avoid any future dispute between myself andHP regarding specific restrictions on my post-employment conduct that will be reasonable,necessary and enforceable to protect HP's Confidential Information and ProprietaryDevelopments and other legitimate business interests. Th e Protective Covenants are ancillaly tothe other terms of this Agreement and my employment relationship with HP. This Agreement

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benefits both me and HP because, among other things, it provides finality and predictability forboth me and the company regarding enforceable boundaries on my future conduct. Accordingly,I agree that this Agreement and the restrictions in it should be enforced under common law rulesfavoring the enforcement of such agreements. For these reasons. I agree that 1 will not pursueany legal action to set aside or avoid application of the Protective Covenants.9. Notice of Post-Emoloyment Acdvltiesc If I accept a position with a Competitor at anytime within twelve months following tennination of my employment withHP, I will promptly givewritten notice to the senior Human Resources manager for the HP business sector in which Iworked, with a copy to HP's General Counsel, and will provide HP with the information it needsabout my new position to determine whether such position would likely lead to a violation of thisAgreement (except that I need not provide any infonnation that would include the Competitor'strade secrets).10. Relief; Extension. I understand that if I violate this Agreement (particularly theProtective Covenants), HP will be entitled to iqjunctive relief by temporary restraining order,temporary injunction, and/or permanent injunction and any other legal and equitable relief allowedby law. Injunctive relief will not exclude other remedies that might apply, If I am found to haveviolated any restrictions in the Protective Covenants, then the time period for such restrictions wiUbe extended by one day for each day that I am found to have violated them, up to a maximumextension equal to the time period originally prescribed for the restrictions.11. Severability; Authority fo r Revision.. The provisions of this Agreement will beseparately construed. If any provision contained in this Agreement is determined to be void,illegal or unenforceable, in whole or in part, then the other provisions contained herein willremain in full force and effect as if the provision so determined had not been contained herein. Ifthe .restrictions provided in this Agreement are deemed unenforceable as written, the ptrtiesexpress)y authorize the court to revise, delete, or add to such restrictions to the extent necessary toenforce the intent of the parties and to provide HP's goodwill, Confidential Information,Proprietary Developments and other business interests with effective protection. The title andparagraph headings in this Agreement arc provided for convenience of reference only, and shallnot be considered in determining its meaning, intent or applicability. This Agreement will inure tothe benefit of the parties' heirs, successors and assigns.12. Governing Law. This Agreement will be governed by the laws of the state in which 1reside at the time of its enforcement

Signature: 'y+.pteDate: J.,..,.,.. 41 t*Including: Califomia Labor Code Section 2870; Delaware Code Title 19 Section 805; Illinois7651LCS 1060/1-3, ".Employees Patent Act"; Kansas Statutes Section 44-130; Minnesota Statutes13A Section 181.78; North Carolina General Statutes Article lOA, Chapter 66, Commerce andBusiness, Section 66-57.1; Utah Code Sections 34-39-1 through 34-39-3, EmploymentInventions Act"; Washington Rev. Code, Tit le 49 RCW: Labor Regulations, Chapte r 49.44.140.ARCIPD lE-CA 013008

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EXHIBITB


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HP Agreement Regarding Confidential Information and Proprie tary DevelopmentsName of Employee: Mark Hurd (20138924)1. Consideratioa and RelationshiP to Employment. As a condition of my continuedemployment with Hewlett-Packard Company or one of its subsidiaries or affiliates (collectively,"HP"h in return for HP's agreement that I wiiJ be provided certain confidential and proprietaryinformation, training, and/or customer contac1s to assist me in my duties in such employment, andin consideration of my eligibility for a grant of Performance-based Restricted Units under theHewlett-Packard Company 2004 Stock Incentive Plan, 1knowingly agree to restrictions providedfor below that will apply during and after my employment by HP. I understand, however, thatnothing relating to this Agreement will be interpreted as a contract or commitment whereby HP isdeemed to promise continuing employment for a specified duration. My acceptance of thisAgreement may be indicated either by a manual signature or by my completion of a computerbased process that duly confll11lS my agreement to such terms2. Confidential Informat ion. This Agreement concerns trade secrets, confidential businessand technical information, and know-how not generally known to the public (hereinafter"Confidential Information") which is acquired or produced by me in connection with myemployment by HP. Confidential Information may include, without limitation. information onHP organizations, staffin& finance, structure, information of employee performance,compensation of others, research and development, manufacturing and marketing, files, keys,certificates, passwords and other computer information. as well as information that HP receivesfrom others Wlder an obligation of confidentiality. Tagree: ,

(a) tQ use such information only in the performance ofHP duties;(b} to hold such information in confidence and trust; and(c) to use all reasonable precautions to assure that such information is not disclosedto unauthorized persons or used in an unauthorized manner, both during and after myemployment with HP.

1 further agree that any organizational information or staffing information learned by me inconnection with my employment by HP is the Confidential fnfonnation of HP, and I agree that Iwill not share such information with any recruiters or any other employers, either during orsubsequent to my employment with HP; further. I agree that I will not use or permit use of suchas a means to recruit or solicit other HP employees away from HP (either for myself or forothers).3. Prgprietarv Develoomets. This Agreement a1so concerns inventions and discovu-ies(whether or not patentab1e), designs, works of authorship, mask works, improvements, data,processes, computer programs and software (hereinafter called "Proprietary Developments") thatare conceived or made by me alone or with others while Jam employed by HP and that relate tothe research and development or the business of HP, or that result from work performed by mefor HP. or that arc developed. in whole or in part, using HP's equipment, supplies, facilities ortrade secrets information. Such Proprietary Developments are the sole property of HP, and Ihereby assign and transfer al1 rights in such Proprietary Developments to HP. 1 also agree thatany works of authorship created by me shall be deemed to be "works made for hire." J furtheragree for all Proprietary Developments:


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(a) to disclose them promptly to HP;(b) to sign any assignment document to formally perfect and confirm my assignmentof title to HP;(c) to assign any right of recovery for past damages to HP; and(d) to execute any other documents deemed necessary by HP to obtain, record andperfect patent, copyright, mask works and/or trade secret protection in all countries, inHP's name and at HP's expense.

I understand that HP may delegate these rights. I agree t h a ~ if requested, my disclosure,assignment, execution and cooperation duties wi11 be provided to the entity designated by HP.ln compliance with prevailing provisions of relevant state statutes, this Agreement does notapply to an invention for which no e q u i p m e n ~ supplies, facility or trade secret information of theemployer was used and which was developed entirely on the employees own time.. unless (a) theinvention relates (i) to the business of the employer or (ii) to the employer's actual ordemonstrably anticipated research or development, or (b) the invention results ftom any workperformed by the employee for the employer.4. Respect f9r Rights of Former Employers. I agree to honor any valid disclosure or userestrictions on information or intellectual property known to me and received from any formeremployers or any other parties prior to my employment by HP. T gree thlt without prior writtenconsent of such former employers or other parties, I will not knowingly use any such infonnationin connection with my HP work or work product, and I will .not bring onto the premises of HPany such information in whatever tangible or readable form.5. Work Product. The product of all work performed by me during and within the scopeof my HP employment including, without limitation, any files. presentations. reports, documents,drawings, computer programs. devices and models, will be the sole property of HP. I understandthat HP has the sole right to use, sell, license, publish or otherwise disseminate or transfer rightsin such work product.6. HP Prooerty. I wilt not remove any HP property from HP premises without liP'spermission. Upon termination of my employment with HP, I will return all HP property to HPunless HP'Js written permission to keep it is obtained.7. Proteetlve Covenants. I acknowledge that a simple agreement not to disclose or useHP's Confidential Information or Proprietary Developments after my employment by HP endswould be inadequate, standing alone, to protect HP's legitimate business interests because someactivities by a former employee who had held a position like mine would, by their nature,compromise such Conftdential Information and Proprietary Developments as we11 as the goodwinand customer relationships that HP will pay me to develop for the company dwing myemployment by HP. I recognize that activities that violate H P ~ s rights in this regard, whether ornot intentional, are often undetectable by HP until it is too late to obtain any effective remedy,and that such activities will cause irreparable irgury to HP. To prevent this kind of irreparableharm, I agree that for a period of twelve months following the termination ofmy employmentwith HP. I will abide by the following Protective Covenants:

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(a) No Conftieting Business Activities. 1 will not provide services to a Competitorin any role or position (as an e m p l o y ~ consultant, or ocherwise) that would involveConflicting Business Activities in the Restricted Geographic Area (but while I remain aresident of California and subject to the Jaws of C a l i f o m i ~ the restriction in this clause(paragraph 7., subpart (a)) will apply only to Conflicting Business Activities in theRestricted Geographic Area that result in unauthori7.ed use or discJosure of HP'sConfidential Information);(b) No Solicitation of Customen. f wiU not (in person or through assistance toothers) knowingly participate in soliciting or communicating with any customer of HP inpursuit of a Competing Line of Business if J either had business-related contact with thatcustomer or received Confidential Information about that customer in the last two yearsof my employment at HP (but while I remain a resident ofCalifornia and subject to theJaws ofCalifornia., the restriction in this cJause (paragraph 7. subpart {b)) will apply onlyto solicitations or communications made with the unauthorized assistance of HPsConfidential Information);(c) No Solkitation of HP Emoloyees, I will not (in person or through assistance toothers) knowingly participate in soliciting or communicating with an HP Employee forthe purpose of persuading or helping the HP Employee to end or redlce his or heremployment relationship with HP if I either worked with that HP Employee or receivedConfidential Information about that HP Employee in the last two years of myemployment with HP; and(d) No Solieitatioa of HP SuppUen. I wiU not (in person or through assistance toothers) knowingly participate in soliciting or communicating with an HP Supplier for thepurpose of persuading or helping the HP Supplier to end or modify to HP's detriment anexisting business relationship with HP if I eitha- worked with that HP Supplier orreceived Confidential Information about that HP Supplier in the last two years of myemployment with HP.

As used here, "Competitor" means an individual, corporation, other business entity or separatelyoperated business unit of an entity that engages in a Competi.ng Line of Business. "CompetingLine of Business" means a business that involves a product or service offered by anyone otherthan HP that would replace or compete with any product or service offered or to be ofUed by HPwith which I had material involvement while employed by UP (unless HP and its subsidiaries areno tonger engaged in or planning to engage in that Jine of business). "ConJlieting BusinessActivities" means job duties or other business-related activities in the United States or in anyother country where the HP business units in which I work do business, or management orsupervision of such job duties or busines.crreJated activities, if such job duties or business-relatedactivities are the same as or similar to the job duties or business-related activities in which Iparticipate or as to which I receive Confidential Information in the last two years of myemployment with HP. "Restricted Geographic Area" means the s t a ~ provinces or othergeographic subdivisions in which I either performed substantial services for HP or managed thework of others for HP in the last two years of my employment with HP. "HP Employee" meansan individual employed by or retained as a consultant to HP or its subsidiaries. "HP Supplier"means an individual, corporation, other business entity or separately operated business unit of anentity that regularly provides goods or services to HP or its subsidiaries, including withoutlimitation any OEM, ODM or subco.ntractor.

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8. Enforcement I make these agreements to avoid any future dispute between myself andHP regarding specific restrictions on my post-employment conduct that will be reasonable,necessary and enforceable to p r o t ~ HP's Confidential Information and ProprietaryDevelopments and other legitimate business interests. The Protective Covenants are ancillary tothe other t e r m . ~ of this Agreement and my employment reJationship with HP. This Agreementbenefits both me and HP because, among other things, it provides finality and predictability forboth me and the company regarding enforceable boundaries on my future conduct Accordingly,I agree that this Agreement and the restrictions in it should be enforced under common law rulesfavoring the enforcement of such agreements. For these reasons, I agree that I will not pursueany legal action to set aside or avoid application of he Protective Covenants.9. Notice of Post-EmoJoyment Activities. If I accept a position with a Competitor at anytime within twelve mmths folJowing termination of my employment with HP, I will promptly givewritten notice to the senior Human Resources manager for the HP business sector in which Iworked, with a copy to HP's General Counsel, and will provide HP with the information it needsabout my new position to determine whether such position would likely lead to a violation of thisAgreement (except that I need not provide any information that would include the Competitor'strade secrets).10. Relief; Extensioa. I understand that if J violate this Agreement (particularly theProtective Covenants), HP wil1 be entitled to injUJl(..1:ive relief by temporary restraining order,temporary iqjunction., and/or pennanent injunction and any other legal and equitable relief aUowedby Jaw. Injunctive relief will not exclude other remedies that might apply. If I am found to haveviolated any restricti


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sufficiency of H P ~ s aL'C\..-ptance of the terms hereof to establish the mutual rights andresponsibilities defined herein.FORHPSignature: /sf Marcela Perez de Alonso (Executive Vice President, Human Resources)Date: January 16, 2009

: : : : : , P L O Y E E ~ A %Date: & .zh,iQ,I I*Including: California Labor Code SeL1ion 2870; Delaware Code Title 19 Section 805; Illinois7651LCS1060/J -3. "Employees Patent Act"; Kansas Statutes Section 44-130; Minnesota StatutesI3A Section 181.78; North Carolina General Statutes Article 1OA, Chapter 66, Commerce andBusiness, Section 66-57.1; Utah Code Sections 34-39-l through 34-39-3, "EmploymentInventions Act; Washington Rev. Code., Title 49 RCW: Labor Regulations, Chapter 49.44. J40.ARCIPD IE..Cautbmia1201 08hmrev120108

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EXHIBITc


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HP Agreement Regarding Confidential Information and Proprietary Developments

Mark Hurd, HP Chairman of the Board, Chief Executive Officer and President1. Coasideration and Relationship to Emplgvment. As a condition of my continuedemployment with Hewlett-Packard Company or one of its subsidiaries or affiliates (collectively,"HP" or the "Company"), in return for HP's agreement that l will be provided certain confidentialand proprietary information, traini.n& and/or customer contacts to assist me in my duties in suche m p l o y m e n ~ and in consideration of my eligibility for a grant of Performance-based RestrictedUnits under the Hewlett-Packard Company 2004 Stock Incentive Plan, I knowingly agree torestrictions provided for below that wiJI apply during and after my employment by HP. Iunderstand, however, that nothing relating to this Agreement will be interpreted as a contract orcommitment whereby HP is deemed to promise continuing employment for a specified duration.My acceptance of this Agreement may be indicated either by a manual signature or by mycompletion of a computer-based process that duly confirms my agreement to such terms.2. Confidential Information. This Agreement concerns trade secrets, confidential businessand technical information, and know-how not generally known to the public (hereinat,ter"Confidential Information") which is acquired or p r o d u ~ by me in connection with myemployment by HP. Confidential Information may includet without limitation, information onHP organizations, staffing, finance, structure, infonnation of employee performance,compensation of others, research and development, manufacturing and marketing, files, keys,certificates, passwords and other computer information, as well as information that HP receivesfrom others under an obligation of confidentiality. I agree:

(a) to use such infonnation only in the performance ofHP duties;(b) to hold such information in confidence and trust; and(c) to use all reasonable precautions to assure that such information is not disclosedto Wlauthorized persons or used in an unauthorized manner, both during and after myemployment with HP.

I further agree that any organizational information or staffing information learned by me inconnection with my, employment by HP is the Confidential Information of HP, and I agree that Iwill not share such information with any recruiters or any other employers, either during orsubsequent to my employment with HP; further, I agree that I will not use or permit use of suchas a means to recruit or solicit other HP employees away from HP (either for myself or forothers).3. Proprietary Developments. This Agreement also concerns inventions and discoveries(whether or not patentable), designs, works of authorship, mask works, imp.rovements, data,processes, computer programs and software {hereinafter ca11ed "Proprietary Developmentsn) thatare conceived or made by me alone or with others while I am employed by HP and that relate tothe research and development or the business of HP, or that result from work performed by mefor HP. or that are developed, in whole or in part, using HP's equipment, supplies, facilities ortrade secrets information. Such Proprietary Developments are the sole property of HP, and lhereby assign and transfer all rights in such Proprietary Developments to HP. I also agree thatany works of authorship created by me shall be deemed to be "works made for hire." 1 furtheragree for a11 Proprietary Developments:


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(a) to disclose them promptly to HP;(b) to sign any assignment document to fonnatly perfect and confirm my assignmentof title to HP;(c) to assign any right of recovery for past damages to HP; and(d) to execute any other documents deemed necessary by HP to obtain, record andperfect patent, copyright, mask works and/or trade secret protection in all countries, inHP's name and at HPs expense.

I understand that HP may assign and/or delegate these rights. I agree that, if requested, mydisclosure, assignment, execution and cooperation duties will be provided to the entity designatedbyHP.In compliance with prevailing provisions of relevant state statutes,* this Agreement does notapply to an invention for which no equipment, supplies, facility or trade secret information of theemployer was used and which was developed entirely on the employee's own time, unless (a) theinvention relates (i) to the business of the employer or {ii} to the employer's actual ordemonstrably anticipated research or development, or (b) the invention results from any workperformed by the employee for the employer.4. Respect for Rights of Fonner Employers. I agree to honor any valid disclosure or userestrictions on information or intellectual property known to me and received from any formeremployers or any other parties prior to my employment by HP. I agree that without prior writtenconsent of such former employers or other parties, I wili not knowingly use any such informationin connection with my HP work or work product, and I will not bring onto the premises of HPany such information in whatever tangible or readable form.5. Work Product. The product of all work performed by me during and within the scopeof my HP employment including, without limitation, any files, presentations, reports, documents.drawings, computer programs, devices and models, will be the sole property of HP. I understandthat HP has the sole right to use, sell, licenset publish or otherwise disseminate or transfer rightsin such work product.6. HP Propertv. I will not remove any HP property from HP premises without HP'spennission. Upon termination of my employment with HP, I will return all HP property to HPunless HP's written permission to keep it is obtained.7. Proteetive Covenants. I acknowledge that a simple agreement not to disclose or useHP' s Confidential Infonnation or Proprietary Developments after my employment by HP endswould be inadequate, standing alone, to protect HP' s legitimate business interests because someactivities by a former employee who had held a pos.ition like mine would, by their nature.compromise such Confidential Information and Proprietary Developments as welt as the goodwiHand customer relationships that HP will pay me to develop for the company during myemployment by HP. I recognize that activities that violate HP's rights in this regard, whether ornot intentional, are often undetectable by HP unti1 it is too late to obtain any effective remedy,and that such activities wiU cause irreparable injury to HP. To prevent this kind of irreparablehann, I agree that for a period of twelve months following the termination of my employmentwith HP, I will abide by the following Protective Covenants:

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(a) No Conflicting Business Activities. [will not provide services to a Competitorin any role or position (as an employee, consultant, or otherwise) that would involveConflicting Business Activities (but while I remain a resident of California and subject tothe laws of California, the restriction in this clause (paragraph 7, subpart (a)) wilt applyonly to Conflicting Business Activities that result in unauthorized use or disclosure ofHP's Confidential Infonnation); however, in the event, my employment with HPtenninates as a result of a Workforce Restructwing program or similar reduction in force,the restriction in this clause (paragraph 7., subpart (a)) will not apply;(b) No Solicitation of Customers. I will not (in person or through assistance toothers) knowingly participate in soliciting or communicating with any customer of HP inpursuit of a Competing Line of Business if l either had business-related contact with thatcustomer or received Confidential Information about that customer in the last two yearsof my employment at HP (but while 1 remain a resident of California and subject to thelaws of California, the restriction in this clause (paragraph 7, subpart (b)) will apply onlyto solicitations or communications made with the unauthorized assistance of HP'sConfidential Infonnation);(c) No Solicitation ofBP Employees. I will not (in person or through assistance toothers) knowingly participate in soliciting or communicating with an HP Employee forthe purpose of persuading or helping the HP Employee to end or reduce his or heremployment relationship with HP if I either worked with that HP Employee or receivedConfidential Information about that HP Employee in the last two years of myemployment with HP; and(d) No Solleitation of HP Supoliers. I will not (in person or through assistance toothers) knowingly participate in soliciting or communicating with an HP Supplier for thepurpose of persuading or helping the HP Supplier to end or modify to HP's detriment anexisting business relationship with HP i f I either worked with that HP Supplier orreceived Confidential Information about that HP Supplier in the last two years of myemployment with HP.

As used beret "Competitor" means an individual, corporation, other business entity or separatelyoperated business unit of an entity that engages in a Competing Line of Business. "CompetingLine of Business" means a business that involves a product or service offered by anyone otherthan HP that would replace or compete with any product or service offered or to be offered by HPwith which I had material involvement while employed by HP (unless HP and its subsidiaries areno longer engaged in or planning to engage in that line of business). "Conflicting BusinessActivities" means job duties or other business-related activities in the United States or in anyoth.er country where the HP business units in which I work do business, or management orsupervision of such job duties or business-related activitiest i f such job duties or business-relatedactivities are the same as or similar to the job duties or business-related activities in which 1participate or as to which I receive Confidential Information in the last two years of myemployment with HP. I acknowledge that given the nature ofmy role as an executive levelemployee, my duties involve my having access to Confidential Infonnation relevant to anational or larger geographic area such that Conflicting Business Activities isappropriately a nationwide or larger restriction. "HP Employee" means an individualemployed by or retained as a consultant to HP or its subsidiaries. "HP Supplier" means anindividual, corporation, other business entity or separately operated business unit of an entity that

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regularly provides goods or services to HP or its subsidiaries, including without limitation anyOEM, OD M or subcontractor.8. Enforcement. I make these agreements to avoid any future dispute between myself andHP regarding specific restrictions on my post-employment conduct that will be reasonable,necessary and enforceable to protect HP's Confidential Infonnation and ProprietaryDevelopments and other legitimate business interests. The Protective Covenants are ancillary tothe other terms of this Agreement and my employment relationship with HP. This Agreementbenefits both me and HP because, among other things, it provides finality and predictability forboth me and the Company regarding enforceable boundaries on my future conduct. Accordingly.I agree that this Agreement and the restrictions in it should be enforced under common law rulesfavoring the enforcement of such agreements. For these reasons. I agree that Twill not pursueany legal action to set aside or avoid application of the Protective Covenants.9. Notice of Post-Employment Activities. If I accept a position with a Competitor at anytime within twelve months following termination of my e.mployment with HP, I wjll promptly givewritten notice to the senior Human Resources manager for the HP business sector in which Iworked, with a copy to HP's General Counsel, and will provide HP with the infonnation it needsabout my new position to determine whether such position would likely lead to a violation of thisAgreement (except that I need not provide any infonnation that would include the Competitor'strade secrets).10. Relief; Extension. I understand that if 1 violate this Agreement (particularly theProtective Covenants), HP will be entitled to injunctive relief by temporm:y restraining order,temporary injunction, and/or permanent injunction and any other legal and equitable relief allowedby law. Injunctive relief will not exclude other remedies that might apply. If I am found to haveviolated any restrictions in the Protective Covenants, then the time period for such restrictions willbe extended by one day for each day that I am found to have violated them, up to a maximumextension equal to the time period originally prescribed for the restrictions.11. Severabilitv; Authority for Revision; Governing Law. The prov1stons of thisAgreement will be separately construed. If any provision contained in this Agreement isdetermined to be void, illegal or unenforceable, in whole or in part, then the other provisionscontained herein will remain in full force and effect as i f the provision so determined had notbeen contained herein. I f the restrictions provided in this Agreement are deemed unenforceableas written, the parties expressly authorize the court to revise, delete, or add to such restrictions tothe extent necessary to enforce the intent of the parties and to provide HP's goodwilltConfidential Information. Proprietary Developments and other business interests with effectiveprotection. In the event the restrictions provided in this Agreement are deemed unenforceableand cannot be reformed to make them enforceable, then any prior agreements that I have madewith HP relating to confidential infonnation or proprietary developments shall not be deemed tohave been superseded or otherwise affected by this Agreement, but instead shall remain in effect.The title and paragraph headings in this Agreement are provided for convenience of reference.only, and shall not be considered in detennining its meaning. intent or applicability. ThisAgreement will inure to the benefit of the parties' heirs, successors and assigns. This Agreementwill be governed by the laws of he state in which I reside at the time of its enforcement.12. Acceptance by HP. A counterpart of this Agreement has been manually executed onbehalf of HP by a duly authorized officer of Hewlett-Packard Company to indicate HP'sacceptance of the terms hereof and HP' s covenant to perfonn its obligations hereunder (including,without limitation, HP' s agreement that I will be provided certain confidential and proprietary

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information, training, and/or customer contacts to assist me in my duties). Such acceptance onbehalf of HP is conditioned upon my reciprocal agreement to such terms. I acknowledge thesufficiency of HP's acceptance of the terms hereof to establish the mutual rights andresponsibilities defined herein.FORHPSignature: lsi Marcela Perez de Alonso (Executive Vice President, Hwnan Resources)Date: December 15, 2009FOR EMPWYEE /_

SignaWre: .Y. FDate: 1. 12. . , . . *Including: California Labor Code Section 2870; Delaware Code Tide 19 Section 805; Illinois765ILCS1060/1-3, ''Employees Patent Act"; Kansas Statutes Section 44 4 130; Minnesota Statutes13A Section 181.78; North Carolina General Statutes Article lOA, Chapter 66, Commerce andBusiness, Section 66-57.1; Utah Code Sections 34 .39 .1 through 34-39-3, "EmploymentInventions Act"; Washington Rev. Code, Title 49 RCW: Labor Regulations, Chapter 49.44.140.

ARCIPI)..CA120809sigjmr

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AUG-06-2010 12:47 Resources Global Profsnls 408 993 4475

the Company in advance and in accordance with it$ policies and procedures establishedfron1time to tin1e.

8. CotnJlany ero_perty. On or prior to the Separation Dare. you shall return tothe Company all Company property in you.r possession or u ~ e : : including: withoutlimitationt all automobiles, fax machines, p r i n t e r s ~ cell phones, credit cards, building ..access cards and k e ~ , other tlectronic e q u i p m e n t ~ and any record:\. -:,oftware or ther datafron1 your personal computers or laptops which are not thetnselves Company property1however srored, r r . ! ' l ~ . t i n g to the Company's confidentia-l information.9. Taxes. The parties acknowledge and agree that: the form and timing ofthe Separation Amount and the other payments and benefits ro be provided pll.rsuant torhis Agreement are intended to be exempt fro1n or to comply with one or more exceptionsto the r e q u i n ~ n e n t s of Section 409A of the Internal Revenue Code of 1986, as amended!

a.nc:l applicable Treasury R.e!gulations t.bereunder f"Section 409A''), including rherequira1.1enr for a six-month suspension on payments to ~ s p e c i f i e d employees'' as definedin Section 409A that are noc o t h e n \ i i s ~ permitted to be paid within the six-months m ~ p e n s i o n period. The p ~ i e s further acknowledge and agree that for purposes ofSection 409A you do nor have discretion with respect to the timing of the payn1ent of anyamounts provided under t h i ~ Separation A,&'Teemcnt. Notwithstanding any provision ofthis A ~ e e m e n r to the contrary, the Company, its affiliates, s u b s i d i a r i e ~ ~ successors, andeach of their respective officers, directors, !!mploye-e$ and rcpresentadves. neitherrepresent nor warrant the tax tl'eatment Uilder any federal, state, local, or tbreign laws orregulations thereW1der (individually a.'ld collectively r;eferred to as the ~ 1 ' a x LawsH) ofany payment or benefits contemplated by rhi; S e p ~ a t i o n Agreement i n c l u d i n ~ hut notlimited to, when and to what extent such pa,;menrs or benefits rna; be subject to tax.penalties and interest under the Tax. Laws.

10. Relea:;e.a. You ;tgree that 1 in consideration of his Separation Agreement, youhereby waive, release and forever d i s c h a r ~ e any and all clain1s and rights which you e v ~ r had, now have or may have against the Cotnpany and any of it5 s u b s i d i a r i ~ s or affiliatedcompanies. and their respective successors and assigns, current and fon11E:1. o t l i c ~ .

a g e n t ~ , directors, representatives and employees, various benefits committees, and theirrespective successors and assigns, heirs, executors and personal and legal representatives.based on any act.. e\'ent or omission occurring before you. execute this SeparationAgreement arising out ot: during or relating to your employment or services with theCompany or the termination of such employment or s e r v ' " i ~ e s , except as provided below.This waiver and release includes. but is nor limired to. any claims which could be-asserted l10\V or in the fuurel under: C01nmo1'1 law, including, but not lhnited ro, breach ofexpress or implied duties, wrongful termination, defamation, or violation of publicpolicy; any policies . practices. or procedures of the Company; any federal or state statutesor regulations including, but not limited to, Title VII of the Civil Rights Aet of 1964, asamended, 42 U.S.C. 2000e et seq., the Civil Rights Act of' 1866 and 1871, theAmericans With Disabilities Act. 42 U.S.C. 12101 et seq., the E1nployee Retirement

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Income Securitv Act ( .RISA"), .29 U.S.C. 1001 et seq. (excluding those rights relatingexclusively to e m p l o y ~ e pension benefits as governed by 'ERISA), rhe Fmuily andMedical Leave Act, 29 U.S.C. 2601 ec. seq . the California Family Rights Act, asa m e n d e d ~ the Califon'lia Fair Employment and Housing Act, as atnended: CalifomiaLabor Code Section 1400 et seq . any connact of e r n p l o y m ~ t . express or impl;ed; anyprovision of any other law, .common or statutory, of the United States, California or anyapplicable state. Notwithstanding rhe foregoing, nothing contained in rhis paragraphlO.a. shaU (i) subject to parag1apb.s lO.c and lO.d and the ADEA Release at Exhibit B,impair any rights or potential claims that you may have under rhe federal A&eDiscrimination in Employment Act of 1967 (the '"ADEAH); (ii) waive, release orotherwise discharge any claim or cause ofaction that ca.r..not legally be waived, including,but not limited to, any claim for unpaid '):.ages, w o r k e r s ~ compensation benefits1unemployment benetits and any claims under section 2802 oftbe California Labor Code;(iii) be construed to prohibit you from bringing appropriate proceedings to enforce thisSeparation Agreement; (iv) subject to the limitarions set fonh in Section 3 herein. affectmy rights of defense or indemnification, or to be held harmless, or any coverage underdirectors and officers liability insurance or any other insurance or rights or claims ofcontribution or advancemenr of expenses that you have; or (v) affect any rights a.c; ashareholder of the Company that you have.

b. For the purpose of implemenring a full and complete release, youunderstand and agree that this Separation Agreement is intended to waive and release allclaitns, if any, which you n1a1 have and which you may not now know or suspect to existin your favor against the Company and any oi irs subsidiflries or al!iliared companies, andtheir respective successors ~ t \ d a ~ : . : i ~ - n s ~ current and former officers. a g ~ n t s , directors.representatives and etnplo:yees, various benefits c ~ m m i t t e e s ~ and rheir respeccivesuccessors and ilssigns, heirs. executors and personal and legal representatives and thisSeparation Agreement extinguishes those claims. Accordingly, you expressly waive allrights afforded by Section 1542 of the Civil Code of the State of California (""Section1542'') and any silnilar statute or regulation in o.ny other applicable jurisdiction. Secrion1542 states as follows: .o\ GENERAL RElEASE DOES NOT EXT.END TOCLAJl\1S WHICH THE CREDITOR DOES NOTKNO\V OR SUSPECT TO EXIST IN MIS OR HERFAVOR AT TH.E TI:\IE OF EXECliTING TH'ERELEASE, WHICH l.F K.NO\VN BY Hll\1 OR HER.i.'tfi.!ST HAVE l\1ATERIALL Y AFFECTED lffS OR.HER SETTLEl\lENT WITH THE DE810R.c. By signing this Separarion Agreemcmt you represent that you havenot and will not in the future commence any action or p r o c ~ e d i 1 1 g arising out of t h ~ rnatters r e l ~ a s e d hereby, and that you will not seek or be entitled ro any award of legal orequitable relief in any such action or proceeding thar may be conlill.enced on your bl!half.This Separation Agycement sl1al1 nor prevent you from filing a charge with the EqualEmployment Oppommit)l Commission (or similar state or l o c ~ l agency) or participating

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15. Entire Agreement. You acknowledge that this Separation Agreementconsrirute.s the complete understanding between the Cotnpany and you regarding itssubjecr matter nnd supersedes any and all a g r e e m e n t s ~ understandings, and discussions.o.vhether u.Titren or oro.l. between you and a.ny of the Cmnpany En:ities and P e r s o n s ~ including your prior employment agreement dated March 2 9 ~ 2005; provided, however:that notwithstanding the foregoing, the Confidentiality Agreen1ents shall rt!tnain in fullforce and effect in accordance \Vith their terms as 1nodjfied by this Separation Agreelnent.No other promises or a;reements shall be binding on the Company unless in W:t,ting andsigned by both t h ~ Company and you after the date of this Separation Agretlnenr.

16. E f f e c t i v ~ Da.te. You may accept rhis Separation Agreement by signing it3Ild retum.ing it ro the C o n ' l p a n y ~ s General Counsel at H ~ w l e t r - . P a c k a r d Company. 3000Hanover Street, Palo A l t o ~ CA 94304. The effecrive date ot" rhis Separation. Agreementshall be the date it is signed by both parties, provided thar the pro\'isions of paragraph 2shall not become effec1ive until the Efftctive Date, as defined in paragraph 1O.d. In theevent you do not accept thi$ Separation Agreement (including the ADEA Relrase) as setforth in this paragraph 16. this Separation Agreetnent, inch.1ding but not limited ro. rheoblisarion of the Company hereunder to provide the payments and other benefitsdescribed herein. shall be deemed automatically null and \'Oid.

17. Headings. The headings used herein are fCJr the con-..enience of referenceonl;, do not constitute part of this Separation Agreement and shallnot.be dec:med to limitor otherwise affect any of the provisions of this Separation Agreement.1S. Counterparts. This A g c ~ e r r 1 ~ n t may he ~ x e c u t e d in one or n1ore

c o u n t e r p a r t s ~ including e m ~ i l ~ d or relecopied facsin1iles. each of '"hich shall be deemedan original. but all ofwhich together shall constitute one and the same instnune11t.

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37053792 Court Filing HP Civil Complaint Against Mark Hurd