Hewlett-Packard: Home of the CEO pay heist
By Geoffrey Colvin

(FORTUNE Magazine) – HEWLETT-PACKARD'S BOARD HAS JUST COME THROUGH a tumultuous couple of months in which it proved itself strangely generous with people who failed or are unproven. Back in February, when HP's board booted CEO Carly Fiorina with a $42 million package of which $21.4 million was severance pay, I suggested the overlooked story in such mammoth sendoffs is CEO employment contracts. Most bigtime CEOs now have them, and they generally specify the opulent goodbye goodies years in advance, when no one is paying much attention. I said that when Hewlett-Packard signed a new CEO, I'd tell you all about his contract as soon as it was available, and it now is.

As expected, it is an example of savior-CEO syndrome, a set of behaviors gripping ever more companies as CEO turnover increases. In the typical scenario, a company gets into deep trouble, fires the CEO, and searches desperately for an outside replacement--to whom it offers the sun, moon, and stars. Sometimes the results are worth it, as they were with Bob Nardelli at Home Depot. More often they aren't, as with Fiorina herself at HP.

Mark Hurd, former CEO of NCR, is HP's new savior, and he has the contract to prove it. Among its most significant features:

• Base salary of $1.4 million. Fairly generous, since tax rules say only $1 million of it may be taken as a tax deduction by HP; the other $400,000 will come entirely out of profits. More notable is the protection clause--HP's directors may increase Hurd's salary at any time but may not reduce it unless they reduce all other senior executives' salaries by at least an equal percentage.

•Annual bonus target of $2.8 million to $8.4 million. That's extremely high. Graef Crystal, the pay expert who crunches these numbers better than anyone else in America, says the median big-company CEO bonus is just 116% of base salary.

•Long-term incentive target of $4.2 million to $12.6 million. Also highly generous.

• The don't-worry-be-happy clause. Not only are Hurd's incentive amounts unusually large, but he doesn't have to do anything to earn them. His contract specifies that Hurd's first-year performance goals for his annual bonus and long-term incentive are, as of his first day at work, "deemed to have been achieved at target." What a wonderful feeling: walking into your brand-new office knowing your first-year performance goals are already in the bag. You might try asking your boss for a similar assurance and see what happens.

•A huge stock option grant worth an estimated $4.2 million, another worth an estimated $2.7 million, plus restricted stock currently worth $8.6 million. Those last two awards are to make up for NCR stock and options Hurd forfeited by leaving. Such makeup grants have long infuriated corporate-governance activists--who reason that what an executive forfeits by leaving his old job is his problem--but they've become standard for savior CEOs.

• The telling little extras that are the true hallmarks of a savior CEO's contract: a $2 million signing bonus, a $2.75 million relocation allowance, and price protection up to $6.6 million on the NCR options Hurd did not forfeit, just in case his departure from NCR caused the stock to tank, which in fact it did.

• My favorite feature of a savior CEO's contract: HP will pay Hurd's lawyer for negotiating those expensive terms.

And Hurd's severance deal? It's the same as Fiorina's, meaning he participates in a special program for HP senior executives. The terms of the program don't seem especially lavish, which is why Fiorina's massive exit package was a bit puzzling. Now a new explanation sheds further light on the nature of HP's board. A little-noticed analysis of Fiorina's severance in the New York Law Journal, plus a separate analysis by Graef Crystal, suggests that HP's directors simply ignored the severance program and awarded her far more than was called for. (HP didn't respond to a request for comment.) That is their right, of course--they made the policy, and they can unmake it.

But why would they shower extra dollars on a CEO who was being fired for poor performance? And why lay so much upfront money on a new CEO who hasn't had a chance to perform? Those are matters of business judgment, protected by law from second-guessing by courts, and let's hope that never changes. But let's also hope that the HP board ends up serving its shareholders better than it appears to be doing right now.

GEOFFREY COLVIN, senior editor at large of FORTUNE, can be reached at gcolvin@fortunemail.com. Watch him on Wall $treet Week With FORTUNE, weekends on PBS.