A group of Hewlett-Packard Co. shareholders are suing the company, alleging its board broke its own rules by awarding more than $42 million in cash, stock and other benefits to Carleton “Carly” Fiorina after she was dumped as CEO last year.

The complaint, filed late Monday in U.S. District Court in San Jose, Calif., depicts the payments to Fiorina as a blatant violation of a board policy adopted in 2003 so the company’s severance payments would be limited to 2.99 times an executive’s combined salary and annual bonus.