HP chief executive Carly Fiorina lashed back at claims made earlier this week by Walter Hewlett that she stands to gain a windfall of $70m in cash and stock if the merger with Compaq takes place.
Fiorina, speaking at an HP security analysts meeting, said executives should be paid at market rates.
She also said the packages have not yet been decided and the combined company's compensation committee should set the new salaries.
"We agree that shareowners have every right to know compensation information, but we can't disclose employee contracts that do not exist," Fiorina said.
A day earlier Hewlett, son of one of HP's co-founders, said that HP in earlier negotiations had considered a package worth $70m, including salary, bonuses and options, for Fiorina.
He said a proposed package for Compaq chief executive Michael Capellas totalled $48m.
Fiorina also took aim at many of Hewlett's proposals.
"Don't be distracted by the focus and execute plan," Fiorina said. "It's not a plan, it's a press release.
"Our opposition would like to distract you because they can't win this campaign on substance. Hewlett is again attempting to mislead investors, but worse than his usual flip-flop, it is plainly deceptive."
Fiorina referred to Hewlett's plan for the company to focus on its printing and imaging business and remain a standalone company.
"Standing still means losing ground. Standing still means choosing the path of retreat, not leadership," Fiorina said.
"The pure product era is over and the IT industry is consolidating to fewer, more capable players."
Fiorina said the IT sector would face slower growth, price pressure and increasing customer demand "with or without this merger".
HP shareholders are set to vote on 19 March and Compaq shareholders are scheduled to vote the next day.
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