3par CEO David Scott Multi-Millionaire

Compensation and Title
If you accept this offer, you will begin employment with HP (or a subsidiary of HP) at an annual salary of $415,000. Your job title will be VP & GM, and your job grade will be E3A. Your job responsibilities will remain similar to your current responsibilities at 3PAR until further notice.

Annual Incentive
Your current-year 3PAR bonus will be paid in February 2011, for the period April 1, 2010 through January 31, 2011, based on the 3PAR bonus accrual rate in effect on the Closing Date. This bonus will be pro-rated based on your eligible earnings for that period, and will otherwise be subject to the terms and conditions of the 3PAR Bonus Plan. Effective February 1, 2011, following conclusion of your participation in the 3PAR Bonus Plan, you will be eligible to participate in HP’s Pay-for-Results (PfR) Plan. Your target bonus opportunity for FY11 will be 100% of your eligible earnings, with a maximum bonus opportunity equal to $1,245,000. ‘Eligible earnings’ is generally your base pay for your period of PfR participation, which during your initial year of participation will be February 1, 2011 through October 31, 2011, and thereafter will be HP’s full fiscal year November 1 through October 31. The bonus is discretionary and based on, among other things, company, business unit, and individual performance, and is otherwise subject to the terms of the PfR Plan.

Long-Term Incentive Awards
Effective as of the Closing Date, all of your unvested 3PAR RSU awards will be converted to HP awards with the same terms and conditions, and using the ‘conversion ratio’ as defined in the Merger Agreement. If you remain employed with HP through December 15, 2011, or if your employment terminates before that date in a ‘qualifying termination’, all of your converted 3PAR RSUs that remain unvested will be fully vested on that date. Also effective as of the Closing Date, your unvested 3PAR stock options will be fully vested and cashed out (net of applicable witholdings), on the same terms as applicable to other vested options under the Merger Agreement.

Transition Cash Award
In addition, you will be eligible for a Transition Cash Award of $2,490,000 if you remain employed with HP through December 15, 2011, or if your employment terminates before that date in a ‘qualifying termination’ (as defined below). This award will be paid in cash by December 30, 2011, subject to your execution of a general release of claims (and expiration of any revocation period) prior to the payment date. If your employment terminates in a ‘qualifying termination’ before December 15, 2011, the cash award will be paid to you following such a termination, and subject to your execution of a release within 45 days following your termination of employment. This award is in lieu of, and supersedes, any cash severance you would otherwise be eligible to receive under your 3PAR Employment Agreement. A ‘qualifying termination’ is your termination from HP for ‘Good Reason,’ or your termination by HP without ‘Cause,’each as defined under your Employment Agreement (as amended).

Benefits
You will be transitioned to HP benefits as soon as administratively practicable after the Closing Date. In the U.S., HP benefits include the HP 401(k) Plan, medical and dental coverage, and a full array of other flexible benefits. You will receive credit under HP’s benefit plans for your continuous service with 3PAR as provided under the Merger Agreement. For avoidance of doubt, on any termination (whether by you or by HP, but other than by HP for cause) after February 1, 2012, or on a qualifying termination prior to February 1, 2012, you would be entitled to continued medical benefits as provided in your Management Retention Agreement.