Summary Compensation Table

The following table sets forth information concerning the compensation of our CEO, our chief financial officer, and our three other most highly compensated executive officers serving during fiscal 2016.

Name and
Principal Position
Year Salary(1)
($)
Bonus(2)
($)
Stock
Awards(3)(4)
($)
Option
Awards(4)(5)
($)
Non-Equity
Incentive Plan
Compensation(6)
($)
Change
in Pension
Value and
Non-qualified
Deferred
Compensation
Earnings(7)
($)
All Other
Compensation(8)
($)
Total
($)
Dion J. Weisler
President and CEO
2016 1,200,046 18,164,053 6,889,397 2,302,585 140,186 28,696,267
2015 774,999 3,286,543 2,163,437 386,719 12,116,105 18,727,803
2014 831,251 3,133,726 2,059,650 1,722,400 5,765,765 13,512,792
Catherine A. Lesjak
Chief Financial Officer
2016 850,033 7,573,319 2,758,055 1,006,092 434,684 43,877 12,666,060
2015 850,033 3,287,819 2,163,437 868,864 95,650 51,862 7,317,665
2014 850,033 3,447,082 2,265,610 1,421,392 356,262 33,137 8,373,516
Kim M. Rivera
Chief Legal Officer and General Counsel
2016 612,004 1,281,250 5,747,980 304,487 7,945,721
Tracy S. Keogh
Chief Human Resources Officer
2016 600,023 4,379,891 1,593,592 710,182 38,920 7,322,608
2015 700,027 3,793,332 1,180,059 715,535 55,847 6,444,800
Jon E. Flaxman
Chief Operating Officer
2016 700,027 3,295,365 84,496 839,484 557,485 10,500 5,487,357

(1) Amounts shown represent base salary earned or paid during the fiscal year, as described under "Compensation Discussion and Analysis—Determination of Fiscal 2016 Executive compensation —2016 Base Salary."

(2) The fiscal 2016 bonus amount for Ms. Rivera represents a signing bonus of $500,000 and a guaranteed portion of her annual incentive bonus payable under the PfR Plan of $781,250.

(3) The grant date fair value of all stock awards has been calculated in accordance with applicable accounting standards. In the case of RSUs, the value is determined by multiplying the number of units granted by the closing price of our stock on the grant date. For PARSUs awarded in fiscal 2016, amounts shown reflect the grant date fair value of the PARSUs for the two- and three-year performance periods beginning with fiscal 2016 based on the probable outcome of performance conditions related to these PARSUs at the grant date. The 2016 PARSUs include both market-related (TSR) and internal (ROIC) performance goals as described under the "Compensation Discussion and Analysis—Determination of Fiscal 2016 Executive Compensation—Long-Term Incentive Compensation." Consistent with the applicable accounting standards, the grant date fair value of the market-related TSR component has been determined using a Monte Carlo simulation model. The table below sets forth the grant date fair value for the PARSUs granted in fiscal 2016:

Named Executive Officer Probable Outcome of Performance Conditions Grant Date Fair Value
($)*
Maximum Outcome of Performance Conditions Grant Date Fair Value
($)
Market-related Component Grant Date Fair Value
($)**
Dion J. Weisler 2,742,695 5,485,391 3,755,685
Catherine A. Lesjak 1,142,786 2,285,572 1,564,871
Kim M. Rivera 594,245 1,188,490 813,734
Tracy S. Keogh 662,820 1,325,639 907,623
Jon E. Flaxman 799,950 1,599,900 1,095,414

* Amounts shown represent the grant date fair value of the PARSUs subject to the internal ROIC performance goal (i) based on the probable or target outcome as of the date the goals were set and (ii) based on achieving the maximum level of performance for the two- and three-year performance periods beginning in fiscal 2016. The grant date fair value of the ROIC goal component of the PARSUs awarded on December 9, 2015 was $9.49 per unit, which was the closing share price of our common stock on January 25, 2016 when the ROIC goal was approved.

** Amounts shown represent the grant date fair value of PARSUs subject to the market-related TSR goal component of the PARSUs, for which expense recognition is not subject to probable or maximum outcome assumptions. The weighted-average grant date fair value of the market-related TSR goal component of the PARSUs awarded on December 9, 2015 was $13.00 per unit, which was determined using a Monte Carlo simulation model. The significant assumptions used in this simulation model were a volatility rate of 32.5%, a risk-free interest rate of 1.2%, and a simulation period of 2.9 years. For information on the assumptions used to calculate the fair value of the awards, refer to Note 6 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended October 31, 2016, as filed with the SEC on December 15, 2016.

(4) In connection with the separation and in accordance with the employee matters agreement, HP has made certain adjustments to the exercise price and number of stock-based compensation awards with the intention of preserving the intrinsic value of the awards prior to the separation. Exercisable and non-exercisable stock options have been converted to similar awards of the entity where the employee is working post-separation. RSU awards and PARSU awards have been adjusted to provide holders with RSUs and performance-contingent awards in the Company that employs such employee following the separation. These adjustments resulted in incremental compensation cost that is reflected in this column and is shown in the table below. Adjustments to RSUs did not result in an incremental cost. The incremental cost for PARSUs also includes the modification expense related to the adjusted performance period.

Name PARSUs Incremental Compensation Cost
($)
Stock Options& PCSOs Incremental Compensation Cost
($)
Total
($)
Dion J. Weisler 365,665 175,965 541,630
Catherine A. Lesjak 365,665 175,965 541,630
Kim M. Rivera
Tracy S. Keogh 199,437 95,981 295,418
Jon E. Flaxman 84,496 84,496

(5) The awards granted as part of the Launch Grants described under "Compensation Discussion and Analysis—Launch Grants." The grant date fair value of PCSO awards is calculated using a combination of a Monte Carlo simulation model and a lattice model as these awards contain market conditions. For information on the assumptions used to calculate the fair value of the awards, refer to Note 5 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended October 31, 2016, as filed with the SEC on December 15, 2016.

(6) Amounts shown represent payouts under the PfR Plan (amounts earned during the applicable fiscal year but paid after the end of that fiscal year).

(7) Amounts shown represent the increase in the actuarial present value of NEO pension benefits during the applicable fiscal year. As described in more detail under "Narrative to the Fiscal 2016 Pension Benefits Table" below, pension accruals have ceased for all NEOs, and NEOs hired after the dates that pension accruals ceased are not eligible to participate in any U.S. defined benefit pension plan. Accordingly, the amounts reported for the NEOs do not reflect additional accruals but reflect the passage of one more year from the prior present value calculation and changes in other actuarial assumptions. The assumptions used in calculating the changes in pension benefits are described in footnote (2) to the "Fiscal 2016 Pension Benefits Table" below. No HP plan provides for above-market earnings on deferred compensation amounts, so the amounts reported in this column do not reflect any such earnings.

(8) The amounts shown are detailed in the "Fiscal 2016 All Other Compensation Table" below.

Fiscal 2016 All Other Compensation Table

The following table provides additional information about the amounts that appear in the "All Other Compensation" column in the "Summary Compensation Table" above.

Name 401(k) Company Match(1)
($)
NQDC Company Match(2)
($)
Mobility Program(3)
($)
Security Services/
Systems(4)
($)
Tax Gross-Up(5)
($)
Miscellaneous(6)
($)
Total
($)
Dion J. Weisler 17,941 101,749 2,496 18,000 140,186
Catherine A. Lesjak 10,600 10,600 4,677 18,000 43,877
Kim M. Rivera 10,600 189,434 95,778 8,675 304,487
Tracy S. Keogh 10,320 10,600 18,000 38,920
Jon E. Flaxman 10,500 10,500

(1) Represents matching contributions made under the HP 401(k) Plan. Mr. Weisler's contributions to the 401(k) Plan began in October 2015 and his matching amount represents matching contributions received during the 2015 and 2016 Plan years.

(2) Represents matching contributions credited during fiscal 2016 under the HP Executive Deferred Compensation Plan with respect to the 2015 calendar year of that plan.

(3) For Mr. Weisler, represents benefits provided under our executive mobility program related to his international assignment. Until October 2015, Mr. Weisler's home location was Singapore, and Mr. Weisler was on assignment in Palo Alto, California. In October 2015, Mr. Weisler permanently moved to Palo Alto, however, there were some trailing costs incurred related to his move during fiscal 2016. For Ms. Rivera, represents benefits provided under our domestic executive mobility program. As of October 31, 2016, Ms. Rivera had relocated from Cherry Hills Village, Colorado to Palo Alto, California.

(4) Represents home security services provided to the NEOs and, consistent with SEC guidance, the expense is reported here as a perquisite due to the fact that there is an incidental personal benefit.

(5) For Ms. Rivera, the amount represents a tax gross-up provided under the domestic executive mobility program as part of her relocation from Colorado to California.

(6) For Mr. Weisler, Ms. Lesjak, Ms. Rivera, and Ms. Keogh, includes amounts paid either directly to the executives or on their behalf for financial counseling.

Narrative to the Summary Compensation Table

The amounts reported in the "Summary Compensation Table," including base pay, annual and equity award amounts, benefits and perquisites, are described more fully under "Compensation Discussion and Analysis."

The amounts reported in "Non-Equity Incentive Plan Compensation" column include amounts earned in fiscal 2016 by each of the NEOs under the PfR Plan. The narrative description of the remaining
information in the "Summary Compensation Table" is provided in the narrative to the other compensation tables.

Grants of Plan-Based Awards in Fiscal 2016

The following table provides information on awards granted under the PfR Plan for fiscal 2016 and awards of RSUs, PCSOs, and PARSUs granted as part of the fiscal 2016 long-term incentives program:

Name Grant Date Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3)(4) All Other Stock Awards: Number
of Shares of Stock or Units(5)
(#)
All Other Option
Awards: Number of Securities Underlying Options
(#)
All Other Option
Awards: Exercise
or Base Price of
Option Awards
($)
Grant-Date Fair Value of Stock and Option Awards(3)(6)
($)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
($)
Maximum
($)
Dion J. Weisler                      
PfR   24,000 2,400,000 4,800,000
RSU 12/9/2015 396,367 4,800,004
PARSU 12/9/2015 289,010 578,019 1,156,038 6,498,380
RSU 11/2/2015 469,993 6,500,003
PCSO 11/2/2015 1,577,157 13.83 6,713,432
Separation PCSO
Acct Cost
11/1/2015 1,688,910 175,965
Separation PARSU
Acct Cost
11/1/2015 21,294 42,587 85,174 365,665
Catherine A. Lesjak                      
PfR   10,625 1,062,500 2,125,000
RSU 12/9/2015 165,153 2,000,003
PARSU 12/9/2015 120,421 240,841 481,682 2,707,657
RSU 11/2/2015 180,766 2,499,994
PCSO 11/2/2015 606,599 13.83 2,582,090
Separation PCSO
Acct Cost
11/1/2015 1,813,034 175,965
Separation PARSU
Acct Cost
11/1/2015 21,294 42,587 85,174 365,665
Kim M. Rivera                      
PfR   7,813 781,250 1,562,500
RSU 12/9/2015 85,879 1,039,995
PARSU 12/9/2015 62,619 125,237 250,474 1,407,979
RSU 11/9/2015 237,924 3,300,006
Tracy S. Keogh                      
PfR   7,500 750,000 1,500,000
RSU 12/9/2015 95,789 1,160,005
PARSU 12/9/2015 69,844 139,688 279,376 1,570,442
RSU 11/2/2015 104,845 1,450,006
PCSO 11/2/2015 351,827 13.83 1,497,610
Separation PCSO
Acct Cost
11/1/2015 1,186,143 95,981
Separation PARSU
Acct Cost
11/1/2015 11,614 23,229 46,457 199,437
Jon E. Flaxman                      
PfR   8,750 875,000 1,750,000
RSU 12/9/2015 115,607 1,400,001
PARSU 12/9/2015 84,295 168,589 337,178 1,895,364
Separation PCSO
Acct Cost
11/1/2015 129,933 13,810
Separation PARSU
Acct Cost
11/1/2015 470,928 70,686

(1) Amounts represent the range of possible cash payouts for fiscal 2016 awards under the PfR Plan.

(2) PCSO awards, granted as part of the Launch Grants in fiscal 2016, vest as follows: one third of the PCSO award will vest upon continued service of one year and our closing stock price is at least 10% over the grant date stock price for at least 20 consecutive trading days within two years from the date of grant; one third will vest upon continued service for two years and our closing stock price is at least 20% over the grant date stock price for at least 20 consecutive trading days within four years from the date of grant; and one third will vest upon continued service of three years and our closing stock price is at least 30% over the grant date stock price for at least 20 consecutive trading days within five years from the date of grant. All PCSO awards have an eight-year term.

(3) PARSU amounts represent the range of shares that may be released at the end of the two- and three-year performance periods applicable to the PARSUs assuming achievement of threshold, target or maximum performance. PARSUs vest as follows: 50% of the PARSUs are eligible for vesting based on performance over two years with continued service, and 50% of the PARSUs are eligible for vesting based on performance over three years with continued service. The awards eligible for two-year vesting are 50% contingent upon our two-year relative TSR and 50% contingent on our ROIC performance, and similarly, the awards eligible for three-year vesting are 50% contingent upon our three-year relative TSR and 50% contingent on our ROIC performance. If our relative TSR and ROIC performance is below threshold for the performance period, no shares will be released for the applicable segment. For additional details, see the discussion of PARSUs under "Compensation Discussion and Analysis—Determination of Fiscal 2016 Executive Compensation—Long-Term Incentive Compensation—2016 PARSUs."

(4) For Separation PCSO, PARSU, Stock Options Acct. Cost, these values represent the number of units associated with the incremental compensation cost.

(5) RSUs vest as to one-third of the units on each of the first three anniversaries of the grant date, subject to continued service.

(6) In connection with the separation and in accordance with the employee matters agreement, HP has made certain adjustments to the exercise price and number of stock-based compensation awards with the intention of preserving the intrinsic value of the awards prior to the separation. Exercisable and non-exercisable stock options have been converted to similar awards of the entity where the employee is working post-separation. RSUs and performance-contingent awards have been adjusted to provide holders with RSUs and performance-contingent awards in the Company that employs such employee following the separation. These adjustments resulted in incremental compensation cost. This incremental cost is represented in this table as awards with a grant date of 11/1/2015. For additional information, see footnote (4) to the "Summary Compensation Table."

Outstanding Equity Awards at 2016 Fiscal Year-End

The following table provides information on stock and option awards held by the NEOs as of October 31, 2016:

Name Option Awards Stock Awards
Number of Securities Underlying Unexercised Options Exercisable
(#)
Number of Securities Underlying Unexercised Options Unexercisable(1)
(#)
Equity Incentive Plan
Awards: Number of Securities Underlying Unexercised Unearned Options(2)
(#)
Option
Exercise
Price(3)
($)
Option
Expiration
Date(4)
Number of
Shares or
Units of
Stock That
Have Not
Vested(5)
(#)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(6)
($)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units
or Other
Rights That
Have Not
Vested(7)
(#)
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(6)
($)
Dion J. Weisler 27,024 12.56 1/18/2020 1,010,717 14,645,289 645,072 9,347,093
807,758 12.14 7/31/2021
163,811 163,812 12.49 12/10/2021
553,529 17.29 12/9/2022
1,577,157 13.83 11/1/2023
Catherine A. Lesjak 337,576 6.40 12/5/2020 474,375 6,873,694 294,602 4,268,783
180,191 180,193 12.49 12/10/2021
553,529 17.29 12/9/2022
606,599 13.83 11/1/2023
Kim M. Rivera 336,385 4,874,219 130,175 1,886,236
Tracy S. Keogh 69,026 6.40 12/5/2020 363,179 5,262,464 169,340 2,453,737
98,286 98,288 12.49 12/10/2021
301,926 17.29 12/9/2022
351,827 13.83 11/1/2023
Jon E. Flaxman 43,239 6.40 12/5/2020 270,018 3,912,561 175,236 2,539,170
18,376 18,377 12.49 12/10/2021
16,647 33,294 17.29 12/9/2022
156,976 313,952 12.47 10/29/2023

(1) The 18,377 share option held by Mr. Flaxman fully vests with continued service as to 18,377 of the shares on the third anniversary of December 11, 2013, the date of the grant. The 33,294 share option held by Mr. Flaxman vests with continued service as to 16,647 of the shares on each of the second and third anniversaries of December 10, 2014, the date of the grant.

(2) Option awards in this column vest as to one-third of the shares on each of the first, second, and third anniversaries of December 11, 2013, December 10, 2014, October 30, 2015, and November 2, 2015, the respective dates of grant, or upon later satisfaction of certain stock price performance conditions, and subject to continued service in each case.

(3) Option exercise prices are the fair market value of our stock on the grant date. For some awards, in connection with the separation and in accordance with the employee matters agreement, HP has made certain adjustments to the exercise price and number of stock-based compensation awards with the intention of preserving the intrinsic value of the awards prior to the separation. For additional information, see footnote (4) to the "Summary Compensation Table."

(4) All options have an eight-year term.

(5) The amounts in this column include shares underlying dividend equivalent units credited with respect to outstanding stock awards through October 31, 2016. The release dates and release amounts for all unvested stock awards are as follows, assuming continued employment and satisfaction of any applicable financial performance conditions:

  • Mr. Weisler: November 2, 2016 (156,664 shares plus accrued dividend equivalent shares); December 9, 2016 (132,122 shares plus accrued dividend equivalent shares); December 10, 2016 (31,828 shares plus accrued dividend equivalent shares); December 11, 2016 (40,053 shares plus accrued dividend equivalent shares); November 2, 2017 (156,664 shares plus accrued dividend equivalent shares); December 9, 2017 (132,122 shares plus accrued dividend equivalent shares); December 10, 2017 (31,829 shares plus accrued dividend equivalent shares); November 2, 2018 (156,665 shares plus accrued dividend equivalent shares); December 9, 2018 (132,123 shares plus accrued dividend equivalent shares);
  • Ms. Lesjak: November 2, 2016 (60,255 shares plus accrued dividend equivalent shares); December 9, 2016 (55,051 shares plus accrued dividend equivalent shares); December 11, 2016 (44,057 shares plus accrued dividend equivalent shares); December 10, 2016 (31,828 shares plus accrued dividend equivalent shares); November 2, 2017 (60,255 shares plus accrued dividend equivalent shares); December 9, 2017 (55,051 shares plus accrued dividend equivalent shares); December 10, 2017 (31,828 shares plus accrued dividend equivalent shares); November 2, 2018 (60,256 shares plus accrued dividend equivalent shares); December 9, 2018 (55,051 shares plus accrued dividend equivalent shares);
  • Ms. Rivera: November 9, 2016 (79,308 shares plus accrued dividend equivalent shares); December 9, 2016 (28,626 shares plus accrued dividend equivalent shares); November 9, 2017 (79,308 shares plus accrued dividend equivalent shares); December 9, 2017 (28,626 shares plus accrued dividend equivalent shares); November 9, 2018 (79,308 shares plus accrued dividend equivalent shares); December 9, 2018 (28,627 shares plus accrued dividend equivalent shares);
  • Ms. Keogh: November 2, 2016 (34,948 shares plus accrued dividend equivalent shares); December 9, 2016 (31,929 shares plus accrued dividend equivalent shares); December 10, 2016 (46,294 shares plus accrued dividend equivalent shares); December 11, 2016 (24,032 shares plus accrued dividend equivalent shares); November 2, 2017 (34,948 shares plus accrued dividend equivalent shares); December 9, 2017 (31,930 shares plus accrued dividend equivalent shares); December 10, 2017 (46,294 shares plus accrued dividend equivalent shares); November 2, 2018 (34,949 shares plus accrued dividend equivalent shares); December 9, 2018 (31,930 shares plus accrued dividend equivalent shares); December 10, 2018 (28,936 shares plus accrued dividend equivalent shares);
  • Mr. Flaxman: December 9, 2016 (38,535 shares plus accrued dividend equivalent shares); December 10, 2016 (5,549 shares plus accrued dividend equivalent shares); December 11, 2016 (6,127 shares plus accrued dividend equivalent shares); April 27, 2017 (16,344 shares plus accrued dividend equivalent shares); October 30, 2017 (46,779 shares plus accrued dividend equivalent shares); December 9, 2017 (38,536 shares plus accrued dividend equivalent shares); December 10, 2017 (5,549 shares plus accrued dividend equivalent shares); April 27, 2018 (16,344 shares plus accrued dividend equivalent shares); October 30, 2018 (46,779 shares plus accrued dividend equivalent shares); December 9, 2018 (38,536 shares plus accrued dividend equivalent shares).

(6) Value calculated based on the $14.49 closing price of our stock on October 31, 2016.

(7) The amounts in this column include the amounts of PARSUs granted in fiscal 2015 (segment 2) and fiscal 2016 plus accrued dividend equivalent shares. The shares are reported at target, but actual payout will be on achievement of performance goals at the end of the two- and three-year performance periods.

Option Exercises and Stock Vested in Fiscal 2016

The following table provides information about options exercised and stock awards vested for the NEOs during the fiscal year ended October 31, 2016:

Name Option Awards Stock Awards(1)
Number of
Shares Acquired
on Exercise
(#)
Value Realized
on Exercise(2)
($)
Number of
Shares Acquired
on Vesting
(#)
Value Realized
on Vesting(3)
($)
Dion J. Weisler 132,427 1,909,229
Catherine A. Lesjak 324,310 1,803,164 268,501 3,535,807
Kim M. Rivera
Tracy S. Keogh 500,000 3,777,060 58,219 843,593
Jon E. Flaxman 92,904 1,237,547

(1) Includes PARSUs, RSUs and accrued dividend equivalent shares.

(2) Represents the amounts realized based on the difference between the market price of HP stock on the date of grant and the exercise price.

(3) Represents the amounts realized based on the fair market value of our stock on the vesting date for PARSUs, RSUs and accrued dividend equivalent shares. Fair market value is determined based on the closing price of our stock on the applicable vesting date.

Fiscal 2016 Pension Benefits Table

The following table provides information about the present value of accumulated pension benefits payable to each NEO:

Name Plan Name(1) Number of Years of Credited Service
(#)
Present Value of
Accumulated Benefit(2)
($)
Payments During
Last Fiscal Year
($)
Dion J. Weisler(3)
Catherine A. Lesjak RP 21.3 412,388
EBP 21.3 2,675,084
Kim M. Rivera(3)
Tracy S. Keogh(3)
Jon E. Flaxman RP 26.6 423,286
EBP 26.6 3,673,981

(1) The "RP" and the "EBP" are the qualified HP Retirement Plan and the non-qualified HP Excess Benefit Plan, respectively. All benefits are frozen under these plans. The RP has been merged into the HP Inc. Pension Plan (formerly known as the HP Pension Plan).

(2) The present value of accumulated benefits is shown at the age 65 unreduced retirement age for the RP and the EBP using the assumptions under Accounting Standards Codification (ASC) Topic 715-30 Defined Benefit Plans—Pension for the 2016 fiscal year-end measurement (as of October 31, 2016). The present value is based on a discount rate of 3.98% for the RP and 2.77% for the EBP, lump sum interest rates of 1.47% for the first five years, 3.34% for the next 15 years and 4.30% thereafter, and applicable mortality for lump sums. As of October 31, 2015 (the prior measurement date), the ASC Topic 715-30 assumptions included a discount rate of 4.43% for the RP and 3.32% for the EBP, lump sum interest rates of 1.69% for the first five years, 4.11% for the next 15 years and 5.07% thereafter, and applicable mortality and the RP-2014 White-Collar Table Projected Generationally with MP-2015 for annuity payment forms.

(3) Mr. Weisler, Ms. Rivera, Ms. Keogh are not eligible to receive benefits under any defined benefit pension plan because we ceased benefit accruals under all of our U.S.-qualified defined benefit pension plans prior to the commencement of their employment with HP in the US.

Narrative to the Fiscal 2016 Pension Benefits Table

No NEO currently accrues a benefit under any qualified or non‑qualified defined benefit pension plan because we ceased benefit accruals in all of our U.S.-qualified defined benefit pension plans (and their non-qualified plan counterparts) in prior years. Benefits previously accrued by the NEOs under HP pension plans are payable to them following termination of employment, subject to the terms of the applicable plan.

Terms of the HP Retirement Plan

Ms. Lesjak and Mr. Flaxman earned benefits under the RP and the EBP based on pay and service prior to 2008. The RP is a traditional defined benefit plan that provided a benefit based on years of service and the participant's "highest average pay rate," reduced by a portion of Social Security earnings. "Highest average pay rate" was determined based on the 20 consecutive fiscal quarters when pay was the highest. Pay for this purpose included base pay and bonus, subject to applicable IRS limits. Benefits under the RP may be taken in one of several different annuity forms or in an actuarially equivalent lump sum. Benefits calculated under the RP are offset by the value of benefits earned under the HP Deferred Profit Sharing Plan (the "DPSP") before November 1, 1993. Together, the RP and the DPSP constitute a "floor-offset" arrangement for periods before November 1, 1993.

Benefits not payable from the RP and the DPSP due to IRS limits are paid from the nonqualified EBP under which benefits are unfunded and unsecured. When an EBP participant terminates employment, the benefit liability is transferred to the EDCP, where an account is established for the participant. That account is then credited with hypothetical investment earnings (gains or losses) based upon the investment election made by participants from among investment options similar to those offered under the HP 401(k) Plan. There is no formula that would result in above‑market earnings or payment of a preferential interest rate on this benefit. At the time of distribution, amounts representing EBP benefits are paid from the EDCP in a lump sum or installment form, according to pre-existing elections made by those participants, except that participants with a small benefit or who have not qualified for retirement status (age 55 with at least 15 years of service) are paid their EBP benefit in January of the year following their termination, subject to any delay required by Section 409A of the Code.

Fiscal 2016 Non-qualified Deferred Compensation Table

The following table provides information about contributions, earnings, withdrawals, distributions, and balances under the EDCP:

Name Executive
Contributions
in Last FY(1)
($)
Registrant
Contributions
in Last FY(2)
($)
Aggregate
Earnings
in Last FY
($)
Aggregate
Withdrawals/
Distributions(3)
($)
Payments During
Last Fiscal Year
($)
Dion J. Weisler 8,840 215 9,055
Catherine A. Lesjak 11,500 10,600 27,946 (663,963) 2,747,745
Kim M. Rivera 8,840 513 9,353
Tracy S. Keogh 334,437 10,600 82,173 2,030,429
Jon E. Flaxman

(1) The amounts reported here as "Executive Contributions" and "Registrant Contributions" are reported as compensation to such NEO in the "Summary Compensation Table" above.

(2) The contributions reported here as "Registrant Contributions" were made in fiscal 2016 with respect to calendar year 2015 participant base-pay deferrals. During fiscal 2016, the NEOs were eligible to receive a 4% matching contribution on base-pay deferrals that exceeded the IRS limit that applies to the qualified HP 401(k) Plan up to a maximum of two times that limit.

(3) The distributions reported here were made pursuant to participant elections made prior to the time that the amounts were deferred in accordance with plan rules.

(4) Of these balances, the following amounts were reported as compensation to such NEO in the Summary Compensation Table in prior proxy statements: Ms. Keogh $597,625. The information reported in this footnote is provided to clarify the extent to which amounts payable as deferred compensation represent compensation reported in our prior proxy statements, rather than additional earned compensation.

Narrative to the Fiscal 2016 Non-qualified Deferred Compensation Table

HP sponsors the EDCP, a non-qualified deferred compensation plan that permits eligible U.S. employees to defer base pay in excess of the amount taken into account under the qualified HP 401(k) Plan and bonus amounts of up to 95% of the annual incentive bonus payable under the PfR Plan. In addition, a matching contribution is available under the plan to eligible employees. The matching contribution applies to base-pay deferrals on compensation above the IRS limit that applies to the qualified HP 401(k) Plan up to a maximum of two times that compensation limit (for fiscal 2016 matching contributions, on calendar year 2015 base pay from $265,000 to $530,000). During fiscal 2016, the NEOs were eligible for a matching contribution of up to 4% on base pay contributions in excess of the IRS limit up to a maximum of two times that limit.

Upon becoming eligible for participation, employees must specify the amount of base pay and/or the percentage of bonus to be deferred, as well as the time and form of payment. If termination of employment occurs before retirement (defined as at least age 55 with 15 years of service), distribution is made in the form of a lump sum in January of the year following the year of termination, subject to any delay required under Section 409A of the Code. At retirement (or earlier, if properly elected), benefits are paid according to the distribution election made by the participant at the time of the deferral election subject to any delay required under Section 409A of the Code. No withdrawals are permitted prior to the previously elected distribution date, other than "hardship" withdrawals as permitted by applicable law.

Amounts deferred or credited under the EDCP are credited with hypothetical investment earnings based on participant investment elections made from among the investment options available under the HP 401(k) Plan. Accounts maintained for participants under the EDCP are not held in trust, and all such accounts are subject to the claims of general creditors of HP. No amounts are credited with above-market earnings.

Potential Payments Upon Termination or Change in Control

The amounts in the following table estimate potential payments due if an NEO had terminated employment with HP effective October 31, 2016 under each of the circumstances specified below. These amounts are in addition to benefits generally available to U.S. employees upon termination of employment, such as distributions from the retirement plans and the HP 401(k) Plan and payment of accrued vacation where required.

Name Termination
Scenario
Total(1)
($)
Severance(2)
($)
Long-Term Incentive Programs(3)
Stock
Options
($)
RSUs
($)
PARSUs
($)
Dion J. Weisler Voluntary/For Cause
  Disability 24,903,711 1,368,548 14,645,287 8,889,876
  Retirement
  Death 24,903,711 1,368,548 14,645,287 8,889,876
  Not for Cause 14,616,133 5,364,829 300,324 5,203,576 3,747,404
  Change in Control 30,268,540 5,364,829 1,368,548 14,645,287 8,889,876
Catherine A. Lesjak(4) Voluntary/For Cause 6,250,664 360,386 4,152,608 1,737,670
  Disability 11,691,015 760,741 6,873,681 4,056,592
  Retirement 6,250,664 360,386 4,152,608 1,737,670
  Death 11,691,015 760,741 6,873,681 4,056,592
  Not for Cause 10,105,570 2,947,861 360,386 5,059,653 1,737,670
  Change in Control 14,638,876 2,947,861 760,741 6,873,681 4,056,592
Kim M. Rivera Voluntary/For Cause
  Disability 6,669,451 4,874,212 1,795,239
  Retirement
  Death 6,669,451 4,874,212 1,795,239
  Not for Cause 4,452,673 2,117,348 1,588,843 746,482
  Change in Control 8,786,799 2,117,348 4,874,212 1,795,239
Tracy S. Keogh Voluntary/For Cause
  Disability 8,023,188 428,782 5,262,457 2,331,949
  Retirement
  Death 8,023,188 428,782 5,262,457 2,331,949
  Not for Cause 5,399,854 2,259,263 180,196 1,962,975 997,420
  Change in Control 10,282,451 2,259,263 428,782 5,262,457 2,331,949
Jon E. Flaxman(4) Voluntary/For Cause 3,545,874 36,754 2,504,224 1,004,896
  Disability 7,000,160 670,937 3,912,551 2,416,672
  Retirement 3,545,874 36,754 2,504,224 1,004,896
  Death 7,000,160 670,937 3,912,551 2,416,672
  Not for Cause 5,586,393 2,018,574 2,562,923 1,004,896
  Change in Control 9,018,734 2,018,574 670,937 3,912,551 2,416,672

(1) Total does not include amounts earned or benefits accumulated due to continued service by the NEO through October 31, 2016, including vested stock options, PCSOs, RSUs, PARSUs, accrued retirement benefits, and vested balances in the EDCP, as those amounts are detailed in the preceding tables. Total also does not include amounts the NEO was eligible to receive under the annual PfR Plan with respect to fiscal 2016 performance.

(2) The amounts reported are the cash benefits payable in the event of a qualifying termination under the SPEO: for CEO, 2x multiple of base pay plus the average of the actual annual incentives paid for the preceding three years; for other NEOs, 1.5x multiple of base pay plus the average of the actual annual incentives paid for the preceding three years.

(3) On an involuntary termination not for cause, covered executives receive pro-rata vesting on unvested equity awards as discussed under "Executive Compensation—Compensation Discussion and Analysis—Severance Plan for Executive Officers." Full vesting of PARSUs based on performance at target levels (to the extent that the actual performance period has not been completed) applies in the event of a termination due to death or disability for all grant recipients. Pro-rata vesting of PARSUs based on actual performance applies in the event of a termination due to retirement for all grant recipients. To calculate the value of unvested PARSUs for purposes of this table, target performance (to the extent that the actual performance period has not been completed) is used since results will not be certified until the end of the two- and three-year performance periods. Full vesting of unvested PCSOs applies in the event of a termination due to death or disability for all grant recipients. PCSOs vest pro-rata in the event of a termination due to retirement, with the exception of Launch Grant PCSOs, which are forfeited. With respect to the treatment of equity in the event of a change in control of HP, the information reported reflects the SPEO approved change in control terms.

(4) As of the end of fiscal 2016, Ms. Lesjak and Mr. Flaxman are retirement eligible (a minimum age of 55 plus years of service equal to or greater than 70 points). In the event that Ms. Lesjak or Mr. Flaxman retires, she or he would receive retirement equity treatment in regards to the long-term incentive programs. Values in the "Voluntary/For Cause" section for Ms. Lesjak and Mr. Flaxman reflect the retirement equity treatment in a voluntary termination.

HP Severance Plan for Executive Officers

An executive will be deemed to have incurred a qualifying termination for purposes of the SPEO if he or she is involuntarily terminated without cause and executes a full release of claims in a form satisfactory to HP promptly following termination. For purposes of the SPEO, "cause" means an executive's material neglect (other than as a result of illness or disability) of his or her duties or responsibilities to HP or conduct (including action or failure to act) that is not in the best interest of, or is injurious to, HP. The material terms of the SPEO are described under "Executive Compensation—Compensation Discussion and Analysis—Severance Plan for Executive Officers."

Narrative to the Potential Payments Upon Termination or Change in Control Table

Voluntary or "For Cause" Termination

In general, an NEO who remained employed through October 31, 2016 (the last day of the fiscal year) but voluntarily terminated employment immediately thereafter, or was terminated immediately thereafter in a "for cause" termination, would be eligible (1) to receive his or her annual incentive amount earned for fiscal 2016 under the PfR Plan (subject to any discretionary downward adjustment or elimination by the HRC Committee prior to actual payment, and to any applicable clawback policy), (2) to exercise his or her vested stock options up to three months following a voluntary termination, and up to the date of termination in the case of termination "for cause", (3) to receive a distribution of vested amounts deferred or credited under the EDCP, and (4) to receive a distribution of his or her vested benefits, if any, under the HP 401(k) and pension plans. An NEO who terminated employment before October 31, 2016, either voluntarily or in a "for cause" termination, would generally not have been eligible to receive any amount under the PfR Plan with respect to the fiscal year in which the termination occurred, except that the HRC Committee has the discretion to make payment of prorated bonus amounts to individuals on leave of absence or in non-pay status, as well as in connection with certain voluntary severance incentives, workforce reductions and similar programs.

"Not for Cause" Termination

A "not for cause" termination of an NEO who remained employed through October 31, 2016 and was terminated immediately thereafter would qualify the NEO for the amounts described above under a "voluntary" termination in addition to benefits under the SPEO if the NEO signs the required release of claims in favor of HP. In addition to the cash severance benefits and pro-rata equity awards payable under the SPEO, the NEO would be eligible to exercise vested stock options up to one year after termination and receive distributions of vested, accrued benefits from HP deferred compensation and pension plans.

Termination Following a Change in Control

In the event of a change in control of HP, RSUs, stock options and PCSOs will vest in full if the successor does not assume such awards or if an individual is terminated in connection with or following a change in control. Outstanding PARSUs will vest in full upon a termination in connection with or following a change in control, assuming target performance level. Upon failure of the successor to assume outstanding PARSUs in connection with a change in control, the PARSUs will vest in full based on the better of (i) pro-rata vesting at target, and (ii) 100% of units vesting based on actual performance as determined by the Committee within 30 days of change in control.

Death or Disability Terminations

An NEO who continued in employment through October 31, 2016 whose employment is terminated immediately thereafter due to death or disability would be eligible (1) to receive his or her full annual incentive amount earned for fiscal 2016 under the PfR Plan determined by HP in its sole discretion, (2) to receive a distribution of vested amounts deferred or credited under the EDCP, and (3) to receive a distribution of his or her vested benefits under the HP 401(k) and pension plans.

Upon termination due to death or disability, equity awards held by the NEO may vest in full. If termination is due to disability, stock options, RSUs, and PCSOs will vest in full, subject to satisfaction of applicable performance conditions, and must be exercised within three years of termination or by the original expiration date, if earlier; all unvested portions of the PARSUs, including any amounts for dividend equivalent payments, shall vest based on performance at target levels. If termination is due to the NEO's death, stock options, RSUs and PCSOs will vest in full and must be exercised within one year of termination or by the original expiration date, if earlier; all unvested portions of the PARSUs, including any amounts for dividend equivalent payments, shall vest based on performance at target levels.


HP Severance Policy for Senior Executives

Under the HP Severance Policy for Senior Executives adopted by the Board in July 2003 (the "HP Severance Policy"), HP will seek stockholder approval for future severance agreements, if any, with certain senior executives that provide specified benefits in an amount exceeding 2.99 times the sum of the executive's current annual base salary plus annual target cash bonus, in each case as in effect immediately prior to the time of such executive's termination. Individuals subject to this policy consist of the Section 16 officers designated by the Board. In implementing this policy, the Board may elect to seek stockholder approval after the material terms of the relevant severance agreement are agreed upon.

For purposes of determining the amounts subject to the HP Severance Policy, benefits subject to the limit generally include cash separation payments that directly relate to extraordinary benefits that are not available to groups of employees other than the Section 16 officers upon termination of employment. Benefits that have been earned or accrued, as well as prorated bonuses, accelerated stock or option vesting and other benefits that are consistent with our practices applicable to employees other than the Section 16 officers, are not counted against the limit. Specifically, benefits subject to the HP Severance Policy include: (a) separation payments based on a multiplier of salary plus target bonus, or cash amounts payable for the uncompleted portion of employment agreements; (b) the value of any service period credited to a Section 16 officer in excess of the period of service actually provided by such Section 16 officer for purposes of any employee benefit plan; (c) the value of benefits and perquisites that are inconsistent with our practices applicable to one or more groups of employees in addition to, or other than, the Section 16 officers ("Company Practices"); and (d) the value of any accelerated vesting of any stock options, stock appreciation rights, restricted stock or long-term cash incentives that is inconsistent with Company Practices. The following benefits are not subject to the HP Severance Policy, either because they have been previously earned or accrued by the employee or because they are consistent with Company Practices: (i) compensation and benefits earned, occrued, deferred or otherwise provided for employment services rendered on or prior to the date of termination of employment pursuant to bonus, retirement, deferred compensation or other benefit plans (e.g., 401(k) Plan distributions, payments pursuant to retirement plans, distributions under deferred compensation plans or payments for accrued benefits such as unused vacation days), and any amounts earned with respect to such compensation and benefits in accordance with the terms of the applicable plan; (ii) payments of prorated portions of bonuses or prorated long-term incentive payments that are consistent with Company Practices; (iii) acceleration of the vesting of stock options, stock appreciation rights, restricted stock, RSUs or long-term cash incentives that is consistent with Company Practices; (iv) payments or benefits required to be provided by law; and (v) benefits and perquisites provided in accordance with the terms of any benefit plan, program or arrangement sponsored by HP or its affiliates that are consistent with Company Practices.

For purposes of the HP Severance Policy, future severance agreements include any severance agreements or employment agreements containing severance provisions that we may enter into after the adoption of the HP Severance Policy by the Board, as well as agreements renewing, modifying or extending such agreements. Future severance agreements do not include retirement plans, deferred compensation plans, early retirement plans, workforce restructuring plans, retention plans in connection with extraordinary transactions or similar plans or agreements entered into in connection with any of the foregoing, provided that such plans or agreements are applicable to one or more groups of employees in addition to the Section 16 officers.

HP Retirement Arrangements

Upon retirement immediately after October 31, 2016 with a minimum age of 55 plus years of service equal to or greater than 70 points, HP employees in the United States receive full vesting of time-based options granted under our stock plans with a three-year post-termination exercise period. PCSOs, with the exception of Launch Grant PCSOs, which are forfeited, will receive prorated vesting if the stock price appreciation conditions are met and may vest on a prorated basis post-termination to the end of the performance period, subject to stock price appreciation conditions and certain post-employment restrictions. Awards under the PARSU program, if any, are paid on a prorated basis to participants at the end of the performance period based on actual results, and bonuses, if any, under the PfR Plan may be paid in prorated amounts at the discretion of management based on actual results. In accordance with Section 409A of the Code, certain amounts payable upon retirement (or other termination) of the NEOs and other key employees will not be paid out for at least six months following termination of employment.

We sponsor two retiree medical programs in the United States, one of which provides subsidized coverage for eligible participants based on years of service. Eligibility for this program requires that participants have been employed by HP before January 1, 2003 and have met other age and service requirements. Mr. Flaxman is eligible for this program.

The other U.S. retiree medical program we sponsor provides eligible retirees with access to coverage at group rates only, with no direct subsidy provided by HP. As of the end of fiscal 2016, Ms. Lesjak is eligible to retire under this program. All of the other NEOs could be eligible for this program if they retire from HP on or after age 55 with at least ten years of qualifying service or 80 age plus service points. In addition, beginning at age 45, eligible U.S. employees may participate in the HP Retirement Medical Savings Account Plan (the "RMSA"), under which certain participants are eligible to receive HP matching credits of up to $1,200 per year, beginning at age 45, up to a lifetime maximum of $12,000, which can be used to cover the cost of such retiree medical coverage (or other qualifying medical expenses) if the employee retires from HP on or after age 55 with at least ten years of qualifying service or 80 age plus service points. Ms. Lesjak is the only NEO eligible for the HP matching credits under the RMSA.

Equity Compensation Plan Information

The following table summarizes our equity compensation plan information as of October 31, 2016.

Plan Category Common shares to be issued upon exercise of outstanding options, warrants and rights(1)
(a)
Weighted average
exercise price of
outstanding options, warrants and rights(2)
(b)
Common shares available for future
issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
Equity compensation plans approved by HP stockholders 56,214,355(3) $12.3968 453,864,585(4)
Equity compensation plans not approved by HP stockholders
Total 56,214,355 $12.3968 453,864,585

(1) This column does not reflect awards of options and RSUs assumed in acquisitions where the plans governing the awards were not available for future awards as of October 31, 2016. As of October 31, 2016, individual awards of options and RSUs to purchase a total of 96,663 shares were outstanding pursuant to awards assumed in connection with acquisitions and granted under such plans at a weighted-average exercise price of options of $7.7630.

(2) This column does not reflect the exercise price of shares underlying the assumed options referred to in footnote (1) to this table or the purchase price of shares to be purchased pursuant to the ESPP or the legacy HP Employee Stock Purchase Plan (the "Legacy ESPP"). In addition, the weighted-average exercise price does not take into account the shares issuable upon vesting of outstanding awards of RSUs and PARSUs, which have no exercise price.

(3) Includes awards of options and RSUs outstanding under the ESPP, the 2004 Plan and the HP 2000 Stock Plan. Also includes awards of PARSUs representing 2,691,161 shares that may be issued under the 2004 Plan. Each PARSU award reflects a target number of shares that may be issued to the award recipient. HP determines the actual number of shares the recipient receives at the end of a three-year performance period based on results achieved compared with Company performance goals and stockholder return relative to the market. The actual number of shares that a grant recipient receives at the end of the period may range from 0% to 200% of the target number of shares.

(4) Includes (i) 369,371,458 shares available for future issuance under the 2004 Plan; (ii) 80,401,136 shares available for future issuance under the ESPP; (iii) 2,725,611 shares available for future issuances under the Legacy ESPP, a plan under which employee stock purchases are no longer made; and (iv) 1,366,380 shares are reserved for issuance under our Service Anniversary Stock Plan, a plan under which awards are no longer granted. Taking into account these adjustments, 449,772,594 shares were available for future grants as of October 31, 2016.