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SAN JOSE – Hewlett-Packard Co. and Compaq Computer Corp. have cleverly hidden that their chief executives would reap tens of millions of dollars if their $21.5 billion merger goes through, the deal’s leading opponent charged Tuesday. 

With the proxy fight growing ever nastier, HP director Walter Hewlett – a member of the board’s compensation committee – said plans drawn up last fall would bring Carly Fiorina and Michael Capellas a total of $117.4 million over two years. 

HP said no such plans ever existed and accused Hewlett of trying to mislead investors. 

HP and Compaq have revealed that thousands of key employees and executives would get $634 million in bonuses if they remain at the combined company after the deal is completed. The bonuses are an incentive to stay on during the tough integration process. 

The companies also have said HP’s Fiorina turned down the chance to get a post-merger bonus of $8 million, and Compaq’s Capellas rejected a potential $14.4 million, because both wanted to avoid the appearance of a conflict of interest as they fight to sell the deal. 

While that may be admirable, Hewlett contends it is not the whole story – because both Fiorina and Capellas would be in line for big pay raises that go far beyond what they could have gotten with those post-merger bonuses. 

Hewlett believes HP shareholders who will vote on the deal on March 19 have the right to know what the CEOs’ compensation could turn out to be, since it might be a significant cost. 

So he disclosed that HP came up with a new two-year contract for Fiorina worth $69.8 million in salary, bonuses and new stock options. The board also drew up plans to give Capellas – who would be president and chief operating officer of the new HP – $47.6 million in salary, bonuses and options over the same period, Hewlett said. 

Fiorina’s salary is $1 million, and her stock options are essentially worthless at HP’s current stock price. Capellas made $1.6 million in 2001. Neither executive received a bonus. 

Hewlett said the packages were agreed upon and approved by the board, and detailed in a “side letter” – separate to the merger agreement – from HP attorney Larry Sonsini to a Compaq lawyer. 

In fact, Hewlett said the minutes of a Sept. 20 meeting of his three-director compensation committee reveal that Fiorina’s new package had been approved, although details on how her stock options were to be priced had yet to be worked out. 

But at some point, Hewlett said, someone added to the minutes that the committee had ultimately decided Fiorina’s entire package would have to be “reconsidered at a future meeting.” Hewlett said he was unaware of any such decision by the committee. 

HP is trying to “hide the ball,” Hewlett said. 

But Sonsini said there is nothing to hide. Capellas and Fiorina floated some general terms for future pay packages, but the board found them unacceptable and decided to put off the talks until after the merger’s completion, Sonsini said in an interview. 

Those early discussions did not include the specific figures Hewlett cited, Sonsini said. 

Jeffrey Sonnenfeld, associate dean of Yale University’s School of Management, called the pay packages as described by Hewlett “obscenely high.” 

“I actually have a high regard for Carly Fiorina, but I’m disappointed this information hadn’t been revealed,” he said. 

Sonnenfeld said that if the packages were detailed in the side letter, it could be a binding agreement that should be disclosed to shareholders. Sonsini said the side letter was in no way binding. 

HP shares rose 3 cents to $20.01 on the New York Stock Exchange, where Compaq stock fell 20 cents, nearly 2 percent, to $10.40.