The Company Code of Conduct

CODE OF CONDUCT
OF
SONICWALL, INC.

As Amended and Restated effective January 25, 2012

I. Introduction.

The conduct of SonicWALL’s employees and directors form the foundation of our credibility, integrity and performance as a Company.  Our values guide, not only the way we do business, but also the way we interact with each other and the world around us.  Reaching our goals in an ethical manner underscores our success as individuals and as a corporation.  Each of us has a responsibility to protect SonicWALL’s reputation. All SonicWALL employees and all of our directors are expected to uphold these standards in their day-to-day work and ensure that all agents and contractors are also aware of and adhere to these standards.

The principles described in this Code of Conduct are general in nature. You will also need to review applicable SonicWALL policies contained in the current edition of the SonicWALL Employee Handbook for specific guidance. The handbook is located on the Company’s intranet under the tab “Human Resources”. The General Counsel of SonicWALL has been designated as the Compliance Officer for the Code of Conduct (the “Code”).  The Compliance Officer can be reached at (408) 962-6711 or you may file an anonymous report by calling (866) 384-4277.

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This Code is complemented by our policies and procedures and serves as a practical guide to how we will conduct ourselves.  The Code does not attempt to address all the situations you may encounter. The key element here is when in doubt, ask.  If you do not understand a provision of this Code, or are confused as to what actions you should take in a given situation contact your supervisor, a member of senior management, Human Resources or the Compliance Officer.  In the event that a situation arises that you cannot resolve through discussion with your immediate supervisor or the Compliance Officer, we have a process in place to ensure you can communicate your situation and get a resolution with the appropriate level of management.  Please refer to the sectionP>Integrity is an essential component of today’s business environment and is a significant part of SonicWALL’s culture.  Maintenance of integrity in our business dealings is critical to maintaining trust and credibility with our customers, partners, employees and shareholders.  The Code applies to employees of SonicWALL worldwide, its consultants, agents and Board of Directors.  It addresses a wide range of activities and situations involving our relationships with customers, competitors, suppliers, partners, shareholders, the government, the public and colleagues.

entitled “Asking for Help and Reporting Concerns”. 

II. Compliance with Applicable Laws.

We play by the rules.  SonicWALL is committed to conducting its business in compliance with all applicable governmental laws, rules and regulations, including laws, rules and regulations related to securities, labor, employment and workplace safety matters.  It is your responsibility to know and follow the law and to conduct yourself in an ethical manner.  If you have questions regarding the application of particular laws or regulations, contact the Legal Department.  Employees should not take any action on behalf of the Company that they know, or reasonably should know, violates any law or regulation.  If you are advised that an action or inaction would constitute a violation of law or regulation, you are expected to follow the advice of legal counsel.  You should report any violation by following the compliance procedure contained in the section of this Code entitled “Asking for Help and Reporting Concerns”. 

III. Conflicts of Interest.

All officers, directors and employees of SonicWALL must be able to perform their duties and exercise judgment on behalf of SonicWALL without influence or impairment, or the appearance of influence or impairment, due to any activity, interest or relationship that arises outside of work.  All of us should be aware of any potential influences that impact or appear to impact the loyalty of any officers, director, or employee of the Company.  While this responsibility does not prevent us from engaging in personal transactions and investments, you should avoid situations where your personal interests conflict, or appear to conflict, with those of SonicWALL.  At its core, a conflict of interest arises when the interests or benefits of one entity conflict with the interests or benefits of SonicWALL or would compromise your ability to act in the best interests of SonicWALL. By way of illustration, the following are areas of possible conflict of interest.

Outside Employment: Accepting simultaneous employment with a supplier, customer, developer or a competitor, or potential competitor of SonicWALL or taking part in any activity that enhances or supports the position of a competitor, or potential competitor.

Outside Directorship: Serving as a director of a company that is a competitor, or potential competitor, of SonicWALL. 

Business Interests: Making an investment in the business interests of a customer, supplier, developer or competitor, or potential competitor, of SonicWALL.

Related Parties: Conducting SonicWALL business with a relative or significant other or with a business in which a relative or significant other is associated in any significant role. SonicWALL must report all material related party transactions under applicable accounting rules and regulations.

Corporate Opportunities: Taking for yourself personally opportunities that are discovered through the use of SonicWALL property, information or position.

It is not possible to describe every possible conflict of interest that may arise. Many situations are fact specific and through the appropriate means can either be eliminated or properly mitigated. For employees of the Company, advise the Compliance Officer of any situation that raises a possible conflict of interest. The Compliance Officer will then make a determination of the appropriate action to address the actual or potential conflict. In certain circumstances, these matters may require action by the SonicWALL Board of Directors. For members of the Board of Directors, a full disclosure to the entire Board of Directors is required of any situation that raises a possible conflict of interest. The Board of Directors will then make a determination of the appropriate action to address the actual or potential conflict in a manner consistent with its fiduciary duties.

IV. Improper Gifts and Entertainment.

We understand that on occasion you may give or receive gifts and invitations to entertainment events in the everyday course of doing business.  Accepting or giving gifts or entertainment, however, may create the appearance of impropriety.  We are dedicated to treating fairly and impartially all persons and firms with whom we do business.  Misunderstandings can usually be avoided by conduct that makes clear that our Company conducts business in an ethical manner and will not seek or grant special considerations. 

A “gift” includes any object, service or benefit of value, including vacations, tickets, meals, loans, guarantees or other things of value, unless available to the public or other groups not affiliated with SonicWALL on the same terms and conditions.  Gifts must be infrequent and moderate in value and must comply with United States and foreign laws. Gifts must not embarrass SonicWALL.  Meals may be provided if they have a legitimate business purpose and are reasonable in cost and appropriate as to time and place. Entertainment that is excessive or inappropriate must not be accepted.

As a general rule, business courtesies should be reasonable, infrequent, and modest in amount, as well as consistent with local law and business customs and practices.  Moreover, receiving anything of value that is intended or perceived to influence a business decision is inappropriate and violates these guidelines.  You should review policies and procedures in our Employee handbook for more detailed information.

V. Fair Dealing.

SonicWALL is committed to maintaining the highest levels of integrity and fairness within our Company.  SonicWALL expects its employees, officers and directors to deal fairly with SonicWALL’s financial institutions, suppliers, vendors, competitors, agents, and contractors; to base business relationships on lawful, efficient and fair practices; and to use only ethical practices when dealing with actual or potential financial institutions, vendors, competitors, agents, contractors and other parties.  It is the obligation of every SonicWALL employee to conduct business in a manner that avoids the appearance of ethical or legal impropriety. 

VI. Inside Information and Securities Trading. 

 You are prohibited under both U.S. federal law and SonicWALL policy from purchasing or selling the stock of any public company, directly or indirectly, on the basis of material non-public information concerning such public company.  The improper use of material inside information is known as insider trading.  Insider trading is a criminal offense and is strictly prohibited.  Any person who obtains material non public information about a public company in the course of their employment with or role as a director of SonicWALL must not engage in transactions involving such public company’s securities until this information has been released to the public.  This prohibition also extends to certain non-employees, including spouses, relatives and close friends or associates of SonicWALL employees, officers or directors.  Generally, material information is that which would be expected to affect the investment decisions of a reasonable investor or the market price of the stock.  Examples of material information include, but are not limited to, information about a public company’s acquisitions and divestitures, financial results, earnings estimates, internal targets and budgets, organizational or management changes, production and sales forecasts, facility expansions or closings, product recalls, expansion or growth plans, products in development, marketing and sales strategies, or other significant developments.  Non-public information is information that has yet to be announced to the general public through a public disclosure.  It is also illegal to recommend a stock to (i.e., “tip”) someone else on the basis of such information.  The misuse of inside information may result in disciplinary action, up to and including termination of your employment with the SonicWALL.  Misusing inside information may also result in civil and criminal penalties, including imprisonment.  Examples of effective public disclosure are the filing of such inside information with the Securities and Exchange Commission, or the printing of such information in The Wall Street Journal or other publications of general circulation, in each case giving the investing public a fair amount of time to absorb and understand the disclosures by the company at issue.

If you have questions about whether you obtained material insider information about a public company in connection with your employment with or role as a director of SonicWALL and are considering trading in the stock of such public company, consult SonicWALL’s Compliance Officer.

VII. Accuracy of Company Records and Record Retention.

All information recorded or reported on the Company’s behalf, whether for internal purposes or for third parties, must be done accurately and honestly.  You have a responsibility to create, maintain and dispose of records in accordance with company policy and procedure and to provide prompt and accurate answers to all inquiries made to you in connection with preparation of the Company’s reports and financial statements.  To protect our reputation for integrity, all employees need to ensure that our records and transactions are accurate and verifiable.  Reports and records must not be used to mislead or conceal anything improper.  SonicWALL has established standards to promote full, fair, accurate, complete, timely and understandable disclosure in its reports and financial statements, and you should familiarize yourself with those standards.  

In certain circumstances, the Legal Department may issue a “legal hold” which suspends all destruction procedures in order to preserve appropriate records (including electronic communications) under special circumstances, such as litigation or government investigations. The Legal Department determines and identifies what types of SonicWALL records and documents (including electronic communications) are required to be placed under Legal Hold. The General Counsel of SonicWALL will notify you if a Legal Hold is placed on records for which you are responsible. Records placed under a Legal Hold must not be deleted, destroyed, altered or modified under any circumstances.

If you become aware of any omission, inaccuracy or falsification regarding the Company’s business records or the information supporting such records, bring the situation to the attention of the Compliance Officer.  In addition, you may report your concern on an anonymous basis.  Please refer to the section entitled “Asking for Help and Reporting Concerns”. 

VIII. Confidentiality and Intellectual Property Rights.

Confidential information, intellectual property, including patentable inventions, copyrightable works, and other innovative ideas are valuable assets to the company and should be kept secret until we are ready to make them public.  It is not practical to attempt to list all types of information that need to be kept secret. The most common types of information requiring secrecy include: financial information, business plans, manufacturing processes, pricing, market strategy, new or improved products or services, inventions, and customer lists.  Patentable invention disclosures, product designs, artwork, processes, market data, business plans and strategies, employee and organizational data, research trademarks, copyrights and trade secrets must also be treated with care.

When you joined SonicWALL, you signed an agreement to protect and keep SonicWALL confidential information secret. This agreement remains in effect for as long as you are an employee of SonicWALL and even after you leave. If your job requires you to disclose confidential information, you are responsible to protect it by obtaining a signed non-disclosure agreement prior to discussing the information with a third party.  Some employees also have access to our customers’ confidential information.  This should be treated with the same care as our own confidential information.  If you are asked to sign a customer or supplier confidentiality agreement you must consult with the Legal Department prior to signing the agreement.

In some cases, SonicWALL has licensed intellectual property from a third party. You are also responsible for observing the licensing guidelines that apply to that intellectual property.  If you have any questions regarding the application of any of these guidelines regarding the protection of confidential information and intellectual property, consult with the Legal Department.  SonicWALL expects others to respect its intellectual property rights and expects its employees, officers and directors and agents to respect the intellectual property rights of others. 

IX.  Media Relations, Online Public Forums and Social Media.

Dealing with the media is best handled by those experienced in the area.  SonicWALL has designated only certain individuals as authorized to speak on behalf of the Company to the press.  If you are approached by a member of the media, refer the person to our Corporate Communications department.

Social media is an evolving technology, which has exciting possibilities but also carries many dangers.  The Company urges employees to exercise care in connection with the use of all online public forums,  including blogs, wikis, chat rooms, social networks (e.g., Facebook, MySpace, Twitter), user-generated audio and video (e.g., YouTube), or other social media.  Because social media tends to blur the line between public and private, even personal online behavior may be subject to this Code.  All provisions of this Code and the Company’s other policies (including those related to non-harassment, conflict of interest, and computer usage) apply equally to online conduct.

Only employees specifically authorized by the Company may post content as a representative of SonicWALL, and such employees must always identify their affiliation with SonicWALL.  All posts and comments should be honest, truthful and respectful.  Employees who post for other purposes should make clear that any such postings are made in their personal capacity, not as a representative of SonicWALL, and that any opinions expressed are their own personal opinions.

Employees must not post confidential or proprietary information unless specifically authorized to do so.  Similarly, the use of SonicWALL’s logos, trademarks, copyrighted information and other intellectual property is prohibited without specific authorization.

Employees should in all cases refrain from any postings or conduct that would reflect poorly on SonicWALL.

X.  Equal Employment Opportunity and Anti-Harassment.

SonicWALL respects individuals and is committed to providing equal employment opportunities.  Unlawful discrimination and harassment based on race, color, religion, sex, national origin, age, disability, sexual orientation or any other status protected by law will not be tolerated.  This policy extends outside of our company to include all visitors, customers and suppliers.  Ethnic slurs, racial epithets, and derogatory jokes are considered harassment.  Sexual harassment can include explicit sexual propositions, sexual innuendo, suggestive comments, sexually-oriented “jokes” or “teasing”, foul or obscene language, displays of sexually provocative items or printed material, and physical conduct.  It can also include unwelcome requests for sexual favors or other behavior of a sexual nature when such requests are made part of the terms and conditions of employment or form the basis for an employment decision, or the requests and/or conduct unreasonably interfere with an individual’s work performance or creates a hostile or offensive working environment.  The foregoing policies apply to in-person conduct as well as conduct utilizing the Company’s computer, telephone, voicemail, Internet and e-mail systems.

It is every employee’s responsibility to report this type of conduct immediately to your supervisor, a Human Resources representative or the Legal Department. Supervisors must, in turn, report this information to a Human Resources representative or the Legal Department. You should review the policies and procedures contained in the Employee Handbook for more detailed information.

XI.  Drug & Alcohol Abuse.

SonicWALL strives to maintain a workplace that is free from illegal use, possession, sale, or distribution of alcohol or controlled substances. Legal or illegal substances shall not be used in a manner that impairs a person’s performance of assigned tasks. You should review the policies and procedures in the Employee Handbook for more detailed information.

XII.  Workplace Safety and Security.

The workplace must be safe, secure and healthful. SonicWALL is committed to a workplace that is free of recognized hazards, actual or threatened violence against co-workers or visitors. Every person is responsible for helping to ensure the safety of the SonicWALL workplace through personal action and through reporting unsafe conditions. You should review the policies and procedures in the Employee Handbook for more detailed information.

XIII.  Personal Privacy.

SonicWALL respects your personal information and treats it with great care. International laws regarding the treatment of personal information vary. In all cases, SonicWALL will treat personal data in accordance with applicable law.  There are circumstances that require the company to receive or have access to personal information in order to administer various programs such as payroll, health benefits, time off and career development.  Information such as your home phone number, address, family information, benefit elections, medical conditions, salary and performance ratings are examples of personal data.

Employee personnel files can be accessed only by authorized employees for business purposes or other purposes that are permitted by law.  Other employee information will only be shared with outside organizations in a manner that is consistent with applicable law. SonicWALL’s Chief Financial Officer, in conjunction with the General Counsel, will make specific determinations concerning obligations of privacy in circumstances where additional guidance is required. You should review policies and procedures contained in the Employee Handbook for more detailed information.

XIV. Free and Fair Competition.

Most countries have well-developed bodies of law designed to encourage and protect free and fair competition. These laws are complex and cover a broad range of conduct. Their main purpose is to preserve competition by prohibiting agreements or actions that could unreasonably restrain the functioning of a free and competitive marketplace. As a general rule, contact with competitors should be limited and should always avoid such subjects as prices or other terms and conditions of sale, customers and suppliers. Employees, agents or contractors of SonicWALL shall not knowingly make false or misleading statements regarding our competitors or the products of our competitors, customers or suppliers. Participating with competitors in a trade association or in a standard creation body is acceptable when the association has been properly established, has a legitimate purpose and has limited its activities to that purpose. Since the antitrust laws are very complex, you should always check with the General Counsel of SonicWALL prior to taking any action that could be viewed as anti-competitive.

XV. Use of Company Property.

It’s important to distinguish between business and personal use of company property.  Our technology systems, like e-mail, the Internet and voicemail, are intended for SonicWALL business. All employees, agents and contractors of SonicWALL are responsible for the proper use of SonicWALL assets and must safeguard such assets against loss, damages, misuse or theft.

As a general rule, the data and other information you generate, send, receive and store using company systems (including e-mail, the Internet and voicemail) are considered company property.  This means that although you may have certain passwords or codes to restrict access to computers, voicemail, and e-mail in order to protect these systems against unauthorized access by external parties, the Company has the right to review and access your communications if necessary, including messages or data that have been “deleted.”  Countries outside of the United States, especially in the European Union, have developed different sets of privacy protection and data protection regulations.  As a general rule, in the United States access to certain employee health related information is also limited. This area is especially complex; in addition to consulting the Employee Handbook for more detailed information, you should contact your Human Resources representative or the Legal Department if you have any questions or concerns about the use of information.

It is also the responsibility of all employees to protect company assets by using them appropriately and preventing waste and theft. You have an obligation to care for any equipment provided by SonicWALL to assist you in performing your job and to use it only for business purposes. All software used to conduct the business of SonicWALL must be appropriately licensed.  You should review the policies and procedures contained in the Employee Handbook for more detailed information.

XVI.  Accurate Advertising.

Integrity is one of our core values at SonicWALL.  It is our responsibility to accurately represent the company and its products in our marketing, advertising and sales materials.  Making false or misleading remarks about our products, individuals, competitors or their products, services or employees is inconsistent with our values.  Sometimes it is necessary to make comparisons between our products and our competitors’ products.  When we do, we will make factual and accurate statements that can be easily verified or reasonably relied upon.

XVII.  Anti-Corruption Laws and Policies.

You may not offer, give, promise, authorize, or otherwise take steps to further or promote any bribe or other improper payment or transfer of a thing of value while conducting business on SonicWALL’s behalf.  You must comply with all laws and regulations that prohibit bribery of government officials and of individuals in the private sector.  The United States and other countries where SonicWALL operates, as well as other countries, have laws that forbid bribery.  It is SonicWALL’s policy to comply fully with all anti-corruption laws applicable to SonicWALL operations, including the Foreign Corrupt Practices Act (“FCPA”) and the local laws that apply to SonicWALL operations in the countries where it does business.  SonicWALL requires full compliance with the FCPA and its provisions that make illegal any offer or payment of any kind to any foreign official, foreign political party, or candidate for the purpose of influencing that person or party to use influence to affect a decision of a foreign official or agency in order to obtain or retain business for anyone, or direct business to anyone.  The law is very complex. If you are being asked to engage in any action which may constitute a violation of the FCPA, you must seek the advice from the General Counsel.

You may not offer, give, authorize, promise or otherwise further any kind of bribe or kickback (whether in the form or money or an in-kind benefit such as a contract or other thing of value) to a government official for the purpose of obtaining or retaining business or an unfair advantage.  Further, you may not solicit or accept a bribe or kickback.  You may not engage in commercial bribery, which occurs when a company or individual provides a bribe or kickback to another company or individual in order to obtain or retain business or to gain an unfair advantage in the private sector.  The only exception to this is an immediate, credible, and substantial threat of death or serious physical injury.  Any demand for a bribe from anyone must be brought immediately to the attention of the Company’s Compliance Officer. 

You may not allow third parties to engage in bribery, kickbacks or other improper payments on behalf of SonicWALL.  In short, SonicWALL may not do indirectly (through third parties) what it is not permitted to do directly.  To help prevent violations of law and SonicWALL policy, you must follow SonicWALL’s policies and procedures pertaining to working with third parties. 

If a conflict arises between applicable law and company policies and procedures, you must apply the more restrictive standard.  If you need help in resolving a conflict, you must contact the Company’s Compliance Officer.

You may never give or receive gifts of cash or cash equivalents to or from a SonicWALL business associate or in connection with any SonicWALL business.  You may never provide to government officials, or individuals in the private sector, gifts, meals, entertainment, or hosted travel in order to obtain or retain any type of business or unfair advantage.  In addition, see above Section IV, Improper Gifts and Entertainment.

XVIII.  Export Compliance.

SonicWALL and its channel partners must comply with the Export Administration Regulations issued by the United States Federal Government. Generally, these regulations prohibit export or re-export of Products of the type manufactured by SonicWALL to certain countries and to certain entities within countries otherwise authorized to receive exports. This lists of prohibited countries and entities changes from time-to-time. Current information regarding export compliance is available to employees on the Company’s Intranet. These regulations are complex. In some cases, specific export licenses may be required prior to shipment. You should consult with the Legal Department regarding any situation that you have reason to believe may raise an issue of compliance with export regulations.

In addition, the Export Administration Regulations issued by the United States Federal Government prohibit SonicWALL employees and agents from supporting or cooperating with an unsanctioned boycott of another country that is “friendly” to the United States.  SonicWALL must report any information about, or request to support, a boycott to the U.S. government.  You could receive this type of request in a bid invitation, purchase contract, letter of credit or verbally. If you learn of a boycott of another country that is “friendly” to the United States, you should consult with the Legal Department immediately.

XIX.  Political Contributions.

We support issues, not parties.  From time to time, SonicWALL does build relations with government officials and agencies regarding local, national and international policies and issues that impact our business.  The company respects employee rights to actively support political parties and candidates; however, campaign work and fund-raising must be done on your own time.

XX.  Asking for Help and Reporting Concerns. 

If you have any information about activities or behavior that conflict with or could be perceived to conflict with this Code of Conduct, you have a responsibility to inform the Company.  Reports may be filed in writing with the Compliance Officer, directly to the Chair of the Audit Committee or Chair of the Board of Directors. 

If you prefer to anonymously raise a question about whether a situation or action complies with this Code of Conduct, you may either send an anonymous letter to either the Compliance Officer or the Chair of the Audit Committee or call a toll-free Code of Conduct Reporting Line at 1-866-384-4277.  Calls to this anonymous tip hotline go to an independent third party who transcribes your comments and forwards them to the appropriate contact person.  Anonymity is assured.  You may also file an anonymous report online at a site run by a third party at this address:  https://secure.ethicspoint.com/domain/en/report_custom.asp?clientid=5645.

All reports will be taken seriously and will be promptly reviewed. The specific nature of the review undertaken in any particular matter will depend on the nature and gravity of the conduct or circumstances reported and the quality of the information provided. Information disclosed during the course of a review will remain confidential, except as necessary to conduct the review and take any remedial action. If, at the conclusion of the review, the Company determines that a violation of the Code of Conduct has occurred, the Company will take effective remedial action commensurate with the severity of the offense. This action may include disciplinary action against the accused party, up to and including termination. Reasonable and necessary steps will also be taken to prevent any further violations of policy.

The Company strictly prohibits the discrimination, retaliation or harassment of any kind against any employee who, based upon the employee’s good faith belief files a Report authorized under this Code of Conduct. The Company also strictly prohibits any discrimination, retaliation or harassment against any employee who actively participates in a review authorized under this Code of Conduct.

XXI. Amendment.

SonicWALL is committed to continuous review and updating of our policies and procedures, including this Code of Conduct. Therefore, this Code is subject to modification. Any amendment or waiver of any provision of this Code must be approved by the Board of Directors of SonicWALL.