STIPULATION AND [PROPOSED] ORDER REGARDING PLAINTIFFS' FILING OF AN AMENDED COMPLAINT AND SETTING BRIEFING SCHEDULE FOR DEFENDANTS' RESPONSE THERETO

SAMUEL CONTI, District Judge.

Pursuant to Rule 15 of the Federal Rules of Civil Procedure and N.D. Cal. Civil Local Rules 6-2 and 7-12, the parties submit the following Stipulation and [Proposed] Order through their respective counsel of record.

WHEREAS, plaintiff Ralph Saraceni filed a shareholder derivative complaint against defendants Andrew M. Miller, Betsy S. Atkins, John A. Kelley, D. Scott Mercer, William A. Owens, and Kevin T. Parker, as well as nominal defendant Polycom, Inc. (collectively, "Defendants") for violation of various state laws on August 21, 2013 ("Saraceni Derivative Action") (Case No. 3:13-cv-03880-SC, ECF No. 1);

WHEREAS, plaintiff James Donnelly filed a shareholder derivative complaint against Defendants for violation of various state laws on October 16, 2013 ("Donnelly Derivative Action") (Case No. 3:13-cv-04810-SC, ECF No. 1);

WHEREAS, on October 31, 2013, the Court entered an order (the "Consolidation Order") which: (1) consolidated the Saraceni Derivative Action and the Donnelly Derivative Action into the above-captioned action (the "Consolidated Derivative Action"); (2) required plaintiffs Saraceni and Donnelly (together, "Plaintiffs") to file or designate an operative complaint in the Consolidated Derivative Action within 30 days of the Consolidation Order; and (3) within 10 days of such filing or designation of an operative complaint, required the parties to meet and confer regarding and file a mutually agreeable schedule and dates by which Defendants must answer, move to dismiss, or otherwise respond to the operative complaint and file a stipulated briefing schedule with the Court for approval (ECF No. 27);

WHEREAS, Plaintiffs filed a notice designating the complaint filed in the Donnelly Derivative Action (the "Operative Complaint") as operative in the Consolidated Derivative Action on November 27, 2013 (ECF No. 28);

WHEREAS, on December 10, 2013, pursuant to the parties' stipulation, the Court entered an order (the "Order Directing Briefing Schedule") requiring Defendants to file their motion(s) to dismiss the Operative Complaint no later than February 7, 2014; Plaintiffs to file their opposition to Defendants' motion(s) to dismiss no later than March 14, 2014; and Defendants to file their reply brief(s) in support of their motion(s) to dismiss no later than March 28, 2014; and setting a hearing date on Defendants' motion(s) to dismiss for April 18, 2014 at 10:00 a.m. (ECF No. 36);

WHEREAS, Defendants filed motions to dismiss the Operative Complaint on February 7, 2014 (ECF Nos. 37, 40);

WHEREAS, Plaintiffs did not file an opposition to Defendants' motions to dismiss, but instead, on March 17, 2014, filed a Verified Consolidated Shareholder Derivative Complaint (the "Consolidated Complaint") (ECF No. 44);

WHEREAS, the parties have met and conferred regarding the timing of the Consolidated Complaint, and the claims and allegations therein, including the basis for Plaintiffs' new Section 14(a) and corporate waste claims relating to the Polycom director's compensation and Polycom's 2012 Proxy disclosures related thereto (the "2012 Proxy-Related Allegations");

WHEREAS, following such discussions, Plaintiffs have agreed to withdraw the Consolidated Complaint, and instead file an amended complaint that shall serve as the new operative complaint in this action, and which shall omit the 2012 Proxy-Related Allegations;

WHEREAS, Defendants have therefore agreed to withdraw their currently pending motions to dismiss the Operative Complaint as moot in light of Plaintiffs' intent to file an amended complaint;

WHEREAS, the parties have agreed to a schedule as follows:

WHEREAS, the Order Directing Briefing Schedule also set an Initial Case Management Conference in the Consolidated Derivative Action for April 18, 2014 at 10:00 a.m. (ECF No. 36); and

WHEREAS, subject to the Court's approval, the parties agree that the Initial Case Management Conference should be continued until after Defendants respond to the amended complaint.

NOW, THEREFORE, subject to the Court's approval, the parties hereby stipulate and agree as follows:

IT IS SO STIPULATED.

Respectfully submitted,

[PROPOSED] ORDER

PURSUANT TO STIPULATION, IT IS SO ORDERED.