STIPULATION AND [PROPOSED] ORDER TO EXTEND TIME TO FILE RESPONSIVE PLEADING AND SETTING BRIEFING SCHEDULE

EDWARD J. DAVILA, District Judge.

Plaintiff A. J. Copeland ("Plaintiff), and defendants Raymond J. Lane, Gary Reiner, Leo Apotheker, Meg Whitman, Shumeet Banerji, Patricia Russo, Dominique Senequier, G. Kennedy Thompson, Mark V. Hurd, Marc L. Andreessen, Sari M. Baldauf, Rajiv L. Gupta, Lawrence T. Babbio, John H. Hammergren, Joel Z. Hyatt, John R. Joyce, Lucille S. Salhany, and Robert L. Ryan (the "Individual Defendants") stipulate as follows:

WHEREAS, Plaintiff has filed a complaint in this action captioned A. J. Copeland Individually and Derivatively on behalf of Hewlett-Packard Company vs. Raymond J. Lane, Gary Reiner, Leo Apotheker, Meg Whitman, Shumeet Banerji, Patricia Russo, Dominique Senequier, G. Kennedy Thompson, Mark V. Hurd, Marc L. Andreessen, Sari M. Baldauf, Rajiv L. Gupta, Lawrence T. Babbio, John H. Hammergren, Joel Z. Hyatt, John R. Joyce, Lucille S. Salhany, and Robert L. Ryan (the "Complaint");

WHEREAS, on May 11, 2011, and prior to the date on which any of the Individual Defendants was required to respond to the Complaint, the Honorable Charles R. Breyer stayed these proceedings until June 17, 2011;

WHEREAS, certain of the Individual Defendants have previously executed Waivers of Service of Summons, and the remaining Individual Defendants have recently agreed to execute Waivers of Service of Summons;

WHEREAS, because the various Individual Defendants have or will have executed Waivers of Service of Summons on different dates, the time period for each of the Individual Defendants to respond to the Complaint will not be uniform under Federal Rule of Civil Procedure 4(d) absent an agreement among the parties;

WHEREAS, the parties believe that the interests of judicial economy and efficiency are best served if all the Individual Defendants are required to answer, move or respond to the Complaint on the same date;

WHEREAS, the parties have agreed that all Individual Defendants shall have until August 19, 2011, to answer, move or otherwise respond to the Complaint;

WHEREAS, the parties further agree that, for the convenience of counsel and to ensure that all parties have ample time to respond to any motion directed to the Complaint, any opposition to any such motion shall be filed and served 45 days after the filing of any such motion, any reply papers shall be filed and served 21 days after the filing of any opposition papers, and the parties shall schedule a hearing on that motion at the convenience of the Court and all counsel.

NOW, THEREFORE, the parties agree as follows:

1. Defendants Raymond J. Lane, Gary Reiner, Leo Apotheker, Meg Whitman, Shumeet Banerji, Patricia Russo, Dominique Senequier, G. Kennedy Thompson, Mark V. Hurd, Marc L. Andreessen, Sari M. Baldauf, Rajiv L. Gupta, Lawrence T. Babbio, John H. Hammergren, Joel Z. Hyatt, John R. Joyce, Lucille S. Salhany, and Robert L. Ryan shall have until August 19, 2011, to answer, move, or otherwise respond to the Complain

2. In the event any of the Individual Defendants files a motion directed at the Complaint on or before August 19, 2011, any opposition to any such motion shall be filed and served 45 days after the filing of that motion, any reply papers shall be filed and served 21 days after the filing of any opposition papers, and the parties shall schedule a hearing on that motion at the convenience of the Court and all counsel.

3. In the event that Plaintiff files an amended complaint at any time prior to August 19, 2011, all parties shall cooperate in good faith to negotiate a revised response date and briefing schedule for responding to that new complaint.

4. This stipulation is without prejudice to any party seeking additional modifications of the schedule in this action via stipulation or court order.

5. In executing this stipulation, the Individual Defendants preserve their rights to object to this action for improper venue or lack of personal jurisdiction.

I, James E. Lyons, am the ECF User whose ID and password are being used to file this STIPULATION AND [PROPOSED] ORDER TO EXTEND TIME TO FILE RESPONSIVE PLEADINGS AND TO ESTABLISH BRIEFING SCHEDULE. In compliance with General Order 45, X.B., I hereby attest that each of the three signatories above has concurred in this filing.

PURSUANT TO STIPULATION, IT IS SO ORDERED:

The Courts sets an Anticipated Hearing on Defendants' Anticipated Dispositive Motion for

December 2, 2011 at 9:00 AM.

IT IS SO ORDERED AS MODIFIED.

DECLARATION OF THOMAS V. CHRISTOPHER (N.D. CAL. LOCAL RULE 6-2)

1. I am an attorney duly licensed to practice law in California and before this Court. I am Counsel with Skadden, Arps, Slate, Meagher and Flom LLP, attorneys of record for defendants Marc L. Andreessen, Sari M. Baldauf, Rajiv L. Gupta, Lawrence T. Babbio, John H. Hammergren, Joel Z. Hyatt, John R. Joyce, Lucille S. Salhany, Robert L. Ryan and G. Kennedy Thompson. I make this declaration based on my own personal knowledge and the records on file in this action.

2. The proposed schedule set forth in the above stipulation has been agreed to by the parties' counsel. It is my understanding that the proposed schedule is being requested for the convenience of all counsel. The parties have not previously stipulated to any enlargement or shortening of time in this case under Local Rule 6-1 or 6-2. The proposed schedule in this stipulation will not modify any dates already set by the Court in this action.

I declare under penalty of perjury under the laws of the United States that the forgoing is true and correct. Executed on this 17 day of June, 2011, at San Francisco, CA.