STIPULATION AND ORDER TO STAY CASE FOR FORTY-FIVE DAYS

LUCY H. KOH, District Judge.

Plaintiff Saginaw Police & Fire Pension Fund and Defendants Marc L. Andreessen, Lawrence T. Babbio, Sari M. Baldauf, Rajiv L. Gupta, John H. Hammergren, Mark V. Hurd, Joel Z. Hyatt, John R. Joyce, Robert L. Ryan, Lucille S. Salhany and G. Kennedy Thompson (the "Individual Defendants") and Nominal Party Hewlett-Packard Company ("HP") stipulate as follows:

WHEREAS, Plaintiff filed the above-captioned action on October 19, 2010;

WHEREAS, pursuant to the Court's January 11, 2011 order (Dkt. 55), the Individual Defendants and the Nominal Party must move or otherwise respond to the complaint by February 3, 2011;

WHEREAS, HP announced on January 20, 2011 that it had expanded the size of its Board of Directors from twelve to seventeen and elected five new members to the Board;

WHEREAS, HP also announced on January 20, 2011 that four members of the HP Board of Directors, Individual Defendants Hyatt, Joyce, Ryan and Salhany, would not stand for re-election;

WHEREAS, counsel for the Individual Defendants (except Hurd) and the Nominal Party have represented that a committee of purportedly independent HP directors will be convened to investigate the wrongdoing alleged in this action (the "Special Committee");

WHEREAS, on January 20, 2011, Judge Ware ordered a forty-five (45) day stay of In re HP Deriv. Litig., No. 10-3608 (N.D. Cal.) pending the Special Committee's investigation into wrongdoing alleged in that action;

WHEREAS, by February 7, 2011 and pursuant to 8 Del. C. § 220, the Nominal Party and the Individual Defendants (except Hurd) agreed to provide Plaintiff with a copy of the resolution forming the Special Committee;

NOW, THEREFORE, the parties agree as follows:

1. This action is stayed for forty-five (45) days from the date of entry of this stipulated order.

2. The parties will provide a joint report to Plaintiff and the Court on the status of the investigation forty-five (45) days from the entry of this stipulated order.

3. Individual Defendants Marc L. Andreessen, Lawrence T. Babbio, Sari M. Baldauf, Rajiv L. Gupta, John H. Hammergren, Mark V. Hurd, Joel Z. Hyatt, John R. Joyce, Robert L. Ryan, Lucille S. Salhany, and G. Kennedy Thompson preserve their rights to object to this action on grounds of improper venue or lack of personal jurisdiction.

4. This stay is without prejudice to the parties seeking an additional stay.

5. The parties agree that no response to the Complaint need be submitted while the case is stayed, but unless the parties agree to a new briefing schedule or the stay is extended by order of the Court, the Individual Defendants and the Nominal Party must move or otherwise respond to the complaint within ten (10) days of the lifting of the stay (which will occur forty-five (45) days from the date of entry of this stipulated order).

PURSUANT TO STIPULATION, IT IS SO ORDERED:

The Case Management Conference scheduled for March 30, 2011, remains in effect.