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The HR and Compensation Committee discharges the Board’s responsibilities relating to the
compensation of HP’s executives and directors; reviews and approves the Compensation Discussion and
Analysis required by the SEC for inclusion in the annual proxy statement; provides general oversight of
HP’s total rewards compensation structure; reviews and provides guidance on HP’s human resources
programs; and retains and approves the terms of the retention of the committee’s compensation
consultants and other compensation experts. Other specific duties and responsibilities of the HR and
Compensation Committee include reviewing senior management selection and overseeing succession
planning, including reviewing the leadership development process; reviewing and approving objectives
relevant to executive officer compensation, evaluating performance and determining the compensation
of executive officers in accordance with those objectives; approving severance arrangements and other
applicable agreements for executive officers; overseeing HP’s equity and incentive compensation plans;
overseeing non-equity based benefit plans and approving any changes to such plans involving a material
financial commitment by HP; monitoring workforce management programs; establishing compensation
policies and practices for service on the Board and its committees including annually reviewing the
appropriate level of director compensation and recommending to the Board any changes to that
compensation; developing stock ownership guidelines for directors and executive officers and
monitoring compliance with such guidelines; and annually evaluating its performance and its charter.
The HR and Compensation Committee may create a subcommittee consisting of one or more of
its members and may delegate any of its duties and responsibilities to such subcommittee, unless
otherwise prohibited by applicable laws or listing standards. In addition, the HR and Compensation
Committee may delegate any of its duties and responsibilities, including the administration of equity
incentive or employee benefit plans, to one or more of its members, to one or more other directors, or
to one or more other persons, unless otherwise prohibited by applicable laws or listing standards.
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