Retirement Agreement dated as of December

This Retirement Agreement (this “Agreement”) is entered into by and between Keerti Melkote (“Executive”) and Hewlett Packard Enterprise Company, a Delaware corporation (the “Company”, and in combination with its subsidiaries, affiliates and assigns, “HPE”), effective as of the date Executive signs this Agreement, with reference to the following facts:

A.Executive desires to retire from employment with the Company at close of business on December 31, 2021 (the “Retirement Date”).

B.As of the Retirement Date, Executive will not have reached the 55 years of age which is a standard eligibility requirement for the retirement vesting benefit in Company equity awards, but the Company desires to provide a retirement vesting benefit to Executive in exchange for certain commitments from Executive.

C.Executive and the Company desire to establish the obligations of the parties in connection with the Executive’s retirement from employment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

1.Termination of Employment.

(a)Termination. Executive’s employment with the Company shall end effective as of the Retirement Date.

(b)    Accrued Compensation, Expenses and Benefits. On the Retirement Date, the Company shall pay to Executive: (i) all accrued salary and (ii) any unreimbursed business expenses incurred by Executive prior to the Retirement Date that are substantiated and reimbursable in accordance with applicable Company policy. In addition, Executive will be eligible to receive the Company health and retirement benefits for which Executive is otherwise eligible, under the terms of those ERISA plans. Executive is entitled to these payments and benefits regardless of whether Executive executes this Agreement.

(c)    Full Payment. Executive acknowledges that the amounts described in Section 1(b) above constitute full and complete satisfaction of any and all amounts properly due and owing to Executive as a result of Executive’s employment with the Company and separation therefrom. Except as specified in Section 2 below, Executive acknowledges that any unvested and outstanding cash and equity awards shall be deemed forfeited as of close of business on the Retirement Date. Executive further acknowledges that any eligibility for benefits under the Company’s Severance and Long-Term Change in Control Plan for Executive Officers shall be deemed forfeited as of the Retirement Date.

2.Retirement Vesting in HPE Equity. Conditioned upon (x) Executive’s entry into the general release agreement in the form attached as Exhibit A (the “Release”) during the 21-day period commencing on the Retirement Date and (y) the absence of any revocation of the Release by the Executive before its Effective Date (as defined in the Release), Executive’s Grant Agreement for Restricted Stock Units dated December 10, 2019 (Grant ID: 3-674531) and Executive’s Global Grant Agreement for Restricted Stock Units dated December 10, 2020 (Grant ID: 3-744186) (the “HPE RSU Agreements”) are amended in the form attached as Exhibit B-1 and Executive’s Grant Agreement for Performance-Adjusted Restricted Stock Units dated December 10, 2019 (Grant ID: 3-674539) and Executive’s Grant Agreement for Performance-Adjusted Restricted Stock Units dated December 10, 2020 (Grant ID: 3-744132) (the “HPE PARSU Agreements” and, together with the HPE RSU Agreements, the “HPE Equity Agreements”) are amended in the form attached as Exhibit B-2.

3.Return of Property. Executive agrees to return to HPE all confidential and proprietary information of HPE on or before the Retirement Date.

4.Restrictive Covenant Agreements. Executive reaffirms his commitments and obligations set forth in the Agreement Regarding Confidential Information and Proprietary Developments attached as

Exhibit C (the “ARCIPD”), and Executive agrees that these commitments and obligations shall survive Executive’s termination of employment with the Company as is specified in the ARCIPD.

5.No Disparagement; Cooperation. Executive will not at any time disparage HPE or its products, services or business practices or make any unfair or misleading statement regarding same. HPE agrees to instruct its directors and officers not to, directly or indirectly, make any disparaging remarks or statements regarding the Executive to any person or entity, either orally or in writing, except as may be required by law. Upon the receipt of reasonable notice from HPE, Executive agrees to reasonably cooperate with and assist HPE and its legal counsel in connection with any current or future litigation, investigation or other legal matters involving HPE about which Executive has knowledge or information including by offering availability at mutually convenient times and reasonable locations. Executive understands HPE will reimburse Executive for reasonable travel expenses incurred as a result of, and directly related to, Executive’s cooperation. In the event Executive is made aware of any issue or matter related to HPE, asked by a third party to provide information regarding HPE, or called other than by HPE as a witness to testify in any proceeding or matter related to HPE, Executive agrees to notify HPE immediately in order to give HPE a reasonable opportunity to respond and/or participate in such proceeding or matter. Nothing in this Agreement shall be construed to prevent Executive from providing truthful testimony if mandated by subpoena or court order to do so, or from cooperating fully with any request from or investigation by any federal, state or local government agency or commission (each, a “Government Agency”).

6.No Admission of Liability. This Agreement is not and shall not be construed or contended by Executive to be an admission or evidence of any wrongdoing or liability on the part of Releasees (as defined in the Release).

7.Choice of Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to any conflicts of laws principles that would require the laws of any other jurisdiction to apply. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

8.Arbitration; Venue. Subject to the limitations of the Mutual Agreement to Arbitrate Claims between Executive and the Company attached as Exhibit D, the exclusive venue for any legal action arising from this Agreement will be a federal or state court of competent jurisdiction located in the State of Delaware. Executive and the Company hereby stipulate and consent to the personal jurisdiction of such courts, and expressly waive any right to object to any such court’s exercise of jurisdiction over Executive on grounds of convenience or otherwise.

9.Assignability; Successors. The rights and benefits under this Agreement are personal to the Executive and such rights and benefits shall not be subject to assignment, alienation or transfer, except to the extent such rights and benefits are lawfully available to the estate or beneficiaries of the Executive upon death. The Company shall assign its rights and obligations under this Agreement to any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise). This Agreement shall be binding upon and inure to the benefit of the Company and its successors, assigns, personnel and legal representatives.

10.Complete and Voluntary Agreement. This Agreement (together with Exhibit C, Exhibit D) and the HPE Equity Agreements (as amended) constitute the entire agreement between Executive and the Company with respect to Company’s employment of the Executive and any other subject matters hereof and supersedes all prior negotiations and agreements, whether written or oral, relating to such subject matters. Executive acknowledges that neither Releasees nor their agents or attorneys have made any promise, representation or warranty whatsoever, either express or implied, written or oral, that is not contained in this Agreement for the purpose of inducing Executive to execute the Agreement, and Executive acknowledges that Executive has executed this Agreement in reliance only upon such promises, representations and warranties as are contained herein, and that Executive is executing this Agreement voluntarily, free of any duress or coercion. By signing below, Executive affirms that Executive was advised to consult with an attorney prior to signing this Agreement.

11.Severability. The provisions of this Agreement are severable, and if any part of it is found to be invalid or unenforceable, the other parts shall remain fully valid and enforceable.

12.Notice. Any notice to be given hereunder shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, or by overnight carrier to the parties at the addresses set forth below.

To the Executive:

At the Executive’s current home address reflected in the Company’s employment files

To the Company at:

Hewlett Packard Enterprise

Attn: General Counsel

11445 Compaq Center West Drive

Houston, TX 77070

13.Modification; Counterparts; Facsimile/PDF Signatures. It is expressly agreed that this Agreement may not be altered, amended, modified, or otherwise changed in any respect except by another written agreement that specifically refers to this Agreement, executed by authorized representatives of each of the parties to this Agreement. This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. Execution of a facsimile or PDF copy shall have the same force and effect as execution of an original, and a copy of a signature will be equally admissible in any legal proceeding as if an original.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and delivered as of the date indicated next to their respective signatures below.

1.Context of Agreement. This Release Agreement (this “Agreement”) is entered into by and between Keerti Melkote (“Executive”) and Hewlett Packard Enterprise Company, a Delaware corporation (the “Company”, and in combination with its subsidiaries, affiliates, and assigns, “HPE”), effective as of the eighth day following the date Executive signs this Agreement (the “Effective Date”) with reference to the termination of Executive’s employment with the Company.

2.    General Release and Waiver of Claims. In consideration for the valuable opportunities and rights offered by Section 2 of Executive’s Retirement Agreement dated December ___, 2021 (the “Retirement Agreement”), to the fullest extent permitted by law, Executive, on behalf of Executive and Executive’s heirs, assigns, executors, administrators, trusts, spouse and estate, hereby releases, forever discharges and waives any other claims Executive may have against the Company, its direct and indirect subsidiaries and affiliates (including each of their predecessors, successors and assigns), and each of their past, present and future officers, directors, agents and employees (the “Releasees”), whether or not acting in their official capacity, from all liability, claims, damages and causes of action of every kind in connection with matters, facts or events through the Effective Date of this Agreement. This release extends, without limitation, to all “wrongful discharge” or retaliation claims, claims relating to any contract of employment, express or implied, any covenant of good faith and fair dealing, express or implied, public policy violation, any tort of any nature, or any federal, state, or local statute or ordinance, any claim for employment discrimination, including harassment, any claim under Title VII of the Civil Rights Act of 1964 as amended, Age Discrimination in Employment Act (ADEA), the Older Workers Benefit Protection Act, 42 U.S.C. 1981, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act, the California Fair Employment and Housing Act, or any other federal, state or local laws relating to employment or employment discrimination, and any claims for attorney’s fees and costs. This release extends to any claims that may be brought on Executive’s behalf by any person or agency, as well as any class or representative action under which Executive may have any rights or benefits; Executive agrees not to accept any recovery or benefits under any such claim or action, and Executive assigns any such recovery or benefits to the Company. This release does not apply to any claim or right that cannot lawfully be waived or released by private agreement between Executive and the Company. Nothing in this Agreement shall be construed to prohibit Executive from filing a charge or complaint, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission, National Labor Relations Board, or any other comparable federal, state or local agency charged with the investigation and enforcement of any employment laws or participating in any investigation or proceeding conducted by the EEOC, NLRB or other comparable federal, state or local agency, although by signing this Agreement, Executive agrees and understands that Executive is waiving his/her right to individual relief based on claims asserted in such a charge or complaint. Executive intends this release to apply as a full and final settlement of all claims encompassed by this paragraph, whether known or unknown, suspected or unsuspected, and accordingly Executive waives any rights Executive might otherwise have under Section 1542 of the Civil Code of California, which provides as follows:

Executive and the Company do not intend to release claims any (i) claims for coverage under any D&O or other similar insurance policy of the Company, (ii) claims for enforcement of Executive’s Retirement Agreement with the Company, (iii) claims for reimbursement of unreimbursed business expenses properly incurred prior to the Retirement Date in accordance with the Company’s policy; and (iv) claims as an equityholder in the Company (including any rights Executive has arising under operative documents applicable to Executive in such capacity).

2.Choice of Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to any conflicts of laws principles that would require the laws of any other jurisdiction to apply. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

3.Arbitration; Venue. Subject to the limitations of the Mutual Agreement to Arbitrate Claims between Executive and the Company attached to the Retirement Agreement, the exclusive venue for any legal action arising from this Agreement will be a federal or state court of competent jurisdiction located in the state of Delaware. Executive and the Company hereby stipulate and consent to the personal jurisdiction of such courts, and expressly waive any right to object to any such court's exercise of jurisdiction over Executive on grounds of convenience or otherwise. Executive agrees that Delaware has the most material interest of any state in the enforcement of this Agreement because it is designed to help preserve shareholder value and rights in a Delaware corporation.

4.Attorneys’ Fees. If any action is brought to enforce the terms of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and expenses from the other party, in addition to any other relief to which the prevailing party may be entitled.

5.Assignability; Successors. The rights and benefits under this Agreement are personal to the Executive and such rights and benefits shall not be subject to assignment, alienation or transfer, except to the extent such rights and benefits are lawfully available to the estate or beneficiaries of the Executive upon death. The Company shall assign its rights and obligations under this Agreement to any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise). This Agreement shall be binding upon and inure to the benefit of the Company and its successors, assigns, personnel and legal representatives.

6.No Admission of Liability. This Agreement is not and shall not be construed or contended by Executive to be an admission or evidence of any wrongdoing or liability on the part of Releasees.

7.Complete and Voluntary Agreement. This Agreement, along with Executive’s Mutual Agreement to Arbitration Claims, Executive’s Agreement Regarding Confidential Information and Proprietary Developments (ARCIPD), Executive’s Retirement Agreement and Executive’s HPE Equity Agreements (as such term is defined in the Retirement Agreement), each of which will remain in effect, sets forth the entire agreement between Executive and HPE concerning the termination of Executive’s employment, and supersedes any other written or oral promises concerning the subject matter of this Agreement. Executive has not relied on any representations or statements not set forth in this Agreement with regard to the subject matter, basis or effect of this Agreement.

8.Severability. The provisions of this Agreement are severable, and if any part of it is found to be invalid or unenforceable, the other parts shall remain fully valid and enforceable. Specifically, should a court or arbitrator conclude that a particular claim may not be released as a matter of law, it is the intention of the parties that the general release, the waiver of unknown claims and the covenant not to sue above shall otherwise remain effective to release any and all other claims.

9.Modification; Facsimile/PDF Signatures. It is expressly agreed that this Agreement may not be altered, amended, modified, or otherwise changed in any respect except by another written agreement that specifically refers to this Agreement, executed by authorized representatives of each of the parties to this Agreement. Execution of a facsimile or PDF copy shall have the same force and effect as execution of an original, and a copy of a signature will be equally admissible in any legal proceeding as if an original.

10.Review of Agreement; Expiration of Offer. Executive understands that Executive may take up to twenty-one (21) days to consider this Agreement (the “Consideration Period”). The offer set forth in this Agreement, if not accepted by Executive before the end of the Consideration Period, will automatically expire. By signing below, Executive affirms that Executive was advised to consult with an attorney prior to signing this Agreement. Executive also understands that Executive may revoke this Agreement within seven (7) days of signing this document. If Executive either fails to properly sign or validly revokes this

Agreement, it will be null and void in its entirety, and Executive will not be entitled to the rights described in Section 2 of the Retirement Agreement between the parties.

A.Section 2 of each of the HPE RSU Agreements (as defined in the attached Retirement Agreement by and between Keerti Melkote and Hewlett Packard Enterprise Company) is amended as follows.

“2. Vesting Schedule

The interest of the Employee in the RSUs shall vest according to the vesting schedule set forth above, or if earlier, in accordance with Section 8 or 9, below, except to the extent a severance plan applicable to the Employee provides otherwise. Unless the provisions ofExcept as specified otherwise in Section 7, 8, 9 or 10 apply, the Employee must remain in the employ of the Company, any Subsidiary or Affiliate on a continuous basis through the close of business on the applicable Vesting Date, as set forth above, and the Employee must be in compliance with the requirements and conditions provided for in the Plan and this Grant Agreement for the interest of the Employee in the RSUs to become fully vested on that date.”

B.Section 7 of each of the HPE RSU Agreements is amended as follows.

“7. Termination of Employment.

Except as otherwise provided for in this Grant Agreement or in the Plan or as otherwise determined by the Company in its sole discretion, if the Employee’s employment with the Company, any Subsidiary or Affiliate is terminated at any time for any reason prior to the lapse of the Restriction Period, all unvested RSUs granted hereunder shall be forfeited by the Employee, except to the extent a severance plan applicable to the Employee provides otherwise.

For purposes of this Grant Agreement, the Employee’s employment or service will be considered terminated as of the date he or she is no longer actively providing services to the Company, any Subsidiary or Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee’s employment or service agreement, if any) and will not be extended by any notice period (e.g., the Employee’s period of employment or service would not include any contractual notice period, common law notice period, severance notice period, or any period of “garden leave” or similar period mandated under the employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee’s employment or service agreement, if any). The Committee shall have the exclusive discretion to determine when the Employee’s employment or service is terminated for purposes of this Grant Agreement (including whether the Employee may still be considered to be providing service while on a leave of absence).

Notwithstanding anything to the contrary in this Grant Agreement, with respect to all RSUs that are unvested and outstanding as of December 31, 2021 (the “Additional Post-Termination Units”), Employee shall be offered the opportunity to vest in such Additional Post-Termination Units after termination of employment in accordance with the vesting schedule set forth above but only for so long as the Employee does not engage in Detrimental Activities (as defined in Section 17 of this Grant Agreement). If Employee chooses to engage in Detrimental Activities, then the Additional Post-Termination Units will be deemed unearned and no further Additional Post-Termination Units may vest after the date on which Employee chooses to do so. Notwithstanding Section 21(e) of this Grant Agreement, Employee’s forbearance from Detrimental Activities and the Company’s obligation to credit vesting in Additional Post-Termination Units are mutually dependent items of consideration. In the event that Employee’s obligation in this paragraph to avoid Detrimental Activities is deemed unenforceable or invalid for any reason, then the Company will have no obligation to credit vesting in Additional Post-Termination Units for the period of time during which such obligation of Employee has been deemed unenforceable or invalid.”

C.The first sentence of Section 17(a) of each of the HPE RSU Agreements is amended as follows.

“17(a)    For purposes of this Grant Agreement, ‘Detrimental Activities’ refers to conduct that is in violation of any contract or other legal obligation the Employee has to the Company and any one or more of the following activities if engaged in by the Employee in the twelve (12) month period following the termination of employment during the vesting schedule set forth above.”

D.Section 21(e) of each of the HPE RSU Agreements is amended as follows.

E.Except as specified herein, the HPE RSU Agreements remain in effect unaltered.

A.Section 7 of each of the HPE PARSU Agreements (as defined in the attached Retirement Agreement by and between Keerti Melkote and Hewlett Packard Enterprise Company) is amended as follows.

“7. Termination of Employment.

Except in the case of a termination of employment due to the Employee’s death, due to a retirement that occurs more than three months after the Grant Date, or due to a total and permanent disability, the Employee must remain in the employ of the Company (or a Subsidiary or Affiliate) on a continuous basis through the last U.S. business day of the relevant Segment in for any amount of the Shares to become vested except to the extent a severance plan applicable to the Employee provides otherwise, subject to the terms and conditions of this Grant Agreement. The Committee shall have the exclusive discretion to determine when the Employee's employment or service is terminated for purposes of this Grant Agreement (including whether the Employee may still be considered to be providing service while on a leave of absence).

Notwithstanding anything to the contrary in this Grant Agreement, with respect to all PARSUs that are unvested and outstanding as of December 31, 2021 (the “Additional Post-Termination Units”), Employee shall be offered the opportunity to vest in such Additional Post-Termination Units after termination of employment in accordance with the Segment vesting schedule set forth above, and for the avoidance of doubt, subject to Company satisfaction of the applicable performance criteria referenced in Section 2 of this Grant Agreement, but only for so long as the Employee does not engage in Detrimental Activities (as defined in Section 17 of this Grant Agreement). If Employee chooses to engage in Detrimental Activities, then the Additional Post-Termination Units will be deemed unearned and no further Additional Post-Termination Units may vest after the date on which Employee chooses to do so. Notwithstanding Section 18(e) of this Grant Agreement, Employee’s forbearance from Detrimental Activities and the Company’s obligation to credit vesting in Additional Post-Termination Units are mutually dependent items of consideration. In the event that Employee’s obligation in this paragraph to avoid Detrimental Activities is deemed unenforceable or invalid for any reason, then the Company will have no obligation to credit vesting in Additional Post-Termination Units for the period of time during which such obligation of Employee has been deemed unenforceable or invalid.”

B.The first sentence of Section 17(a) of each of the HPE PARSU Agreements is amended as follows.

“17(a)    For purposes of this Grant Agreement, ‘Detrimental Activities’ refers to conduct that is in violation of any contract or other legal obligation the Employee has to the Company and any one or more of the following activities if engaged in by the Employee in the twelve (12) month period following the termination of employment during the Segment vesting schedule set forth above.”

C.Section 18(e) of each of the HPE PARSU Agreements is amended as follows.

“18(e)    TExcept as specified in Section 7, the provisions of this Grant Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.”

D.Except as specified herein, the HPE PARSU Agreements remain in effect unaltered.