ex10-1.htm


    SONICWALL,
      INC.

    1999
      EMPLOYEE STOCK PURCHASE PLAN

    


    Adopted
      August 24, 1999

    As
      Amended Through June 14, 2007

    


    The
      following constitute the provisions of the 1999 Employee Stock Purchase Plan
      of
      SonicWALL, Inc.

    


    1.           Purpose.  The
      purpose of the Plan is to provide employees of the Company and its Designated
      Subsidiaries with an opportunity to purchase Common Stock of the
      Company.  It is the intention of the Company to have the Plan qualify
      as an “Employee Stock Purchase Plan” under Section 423 of the
      Code.  The provisions of the Plan shall, accordingly, be construed so
      as to extend and limit participation in a manner consistent with the
      requirements of that section of the Code.

    


    2.           Definitions.

    


    (a)           “Board”
      means the Board of Directors of the Company.

     

    (b)           “Code”
      means the Internal Revenue Code of 1986, as amended.

     

    (c)           “Common
      Stock” means the Common Stock of the Company.

     

    (d)           “Company”
      means SonicWALL, Inc., a California corporation.

     

    (e)           “Compensation”
      means total cash compensation received by an Employee from the Company or a
      Designated Subsidiary.  By way of illustration, but not limitation,
      Compensation includes regular compensation such as salary, wages, overtime,
      shift differentials, bonuses, commissions and incentive
      compensation, but excludes relocation, expense
      reimbursements, tuition or other reimbursements and income realized as a result
      of participation in any stock option, stock purchase, or similar plan of the
      Company or any Designated Subsidiary.

     

    (f)           “Continuous
      Status As An Employee” means the absence of any interruption or termination
      of service as an Employee.  Continuous Status as an Employee shall not
      be considered interrupted in the case of (i) sick leave; (ii) military leave;
      (iii) any other leave of absence approved by the Administrator, provided that
      such leave is for a period of not more than 90 days, unless reemployment upon
      the expiration of such leave is guaranteed by contract or statute, or unless
      provided otherwise pursuant to Company policy adopted from time to time; or
      (iv)
      in the case of transfers between locations of the Company or between the Company
      and its Designated Subsidiaries.

     

    (g)           “Contributions”
      means all amounts credited to the account of a participant pursuant to the
      Plan.

     

    (h)           “Corporate
      Transaction” means a sale of all or substantially all of the Company’s
      assets, or a merger, consolidation or other capital reorganization of the
      Company with or into another corporation.

    


    (i)           “Designated
      Subsidiaries” means the Subsidiaries which have been designated by the Board
      from time to time in its sole discretion as eligible to participate in the
      Plan;
      provided however that the Board shall only have the discretion to designate
      Subsidiaries if the issuance of options to such Subsidiary’s Employees pursuant
      to the Plan would not cause the Company to incur adverse accounting
      charges.

     

    (j)           “Employee”
      means any person (other than an Officer who is also “highly compensated” under
      Code Section 414(q)), who is customarily employed for at least twenty (20)
      hours
      per week and more than five (5) months in a calendar year by the Company or
      one
      of its Designated Subsidiaries.  Employee does not include any
      individual who provides services to the Company or any Subsidiary as an
      independent contractor whether or not such individual is reclassified as a
      common law employee, unless the Company or a Subsidiary withholds or is required
      to withhold U.S. Federal employment taxes for such individual pursuant to
      Section 3402 of the Code.

     

    (k)           “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.

     

    (l)           “Offering
      Date” means the first business day of each Offering Period of the
      Plan.

     

    (m)           “Offering
      Period” means a period of twelve (12) months commencing on February 1 and
      August 1 of each year.

     

    (n)           “Officer”
      means a person who is an officer of the Company within the meaning of Section
      16
      of the Exchange Act and the rules and regulations promulgated thereunder, as
      well as each vice-president level employee of the Company.

     

    (o)           “Plan”
      means this Employee Stock Purchase Plan.

     

    (p)           “Purchase
      Date” means the last day of each Purchase Period of the Plan.

     

    (q)           “Purchase
      Period” means a period of six (6) months within an Offering
      Period.

     

    (r)           “Purchase
      Price” means with respect to a Purchase Period an amount equal to 85% of the
      Fair Market Value (as defined in Section 7(b) below) of a Share of Common Stock
      on the Offering Date or on the Purchase Date, whichever is lower; provided,
      however, that in the event (i) of any increase in the number of Shares available
      for issuance under the Plan as a result of a shareholder-approved amendment
      to
      the Plan, and (ii) all or a portion of such additional Shares are to be issued
      with respect to one or more Offering Periods that are underway at the time
      of
      such increase (“Additional Shares”), and (iii) the Fair Market Value of a Share
      of Common Stock on the date of such increase (the “Approval Date Fair Market
      Value”) is higher than the Fair Market Value on the Offering Date for any such
      Offering Period, then in such instance the Purchase Price with respect to
      Additional Shares shall be 85% of the Approval Date Fair Market Value or the
      Fair Market Value of a Share of Common Stock on the Purchase Date, whichever
      is
      lower.

     

    (s)           “Share”
      means a share of Common Stock, as adjusted in accordance with Section 19 of
      the
      Plan.

     

    (t)           “Subsidiary”
      means a corporation, domestic or foreign, of which not less than 50% of the
      voting shares are held by the Company or a Subsidiary, whether or not such
      corporation now exists or is hereafter organized or acquired by the Company
      or a
      Subsidiary.

     

    3.           Eligibility.

     

    (a)           Any
      person who is an Employee as of the Offering Date of a given Offering Period
      shall be eligible to participate in such Offering Period under the Plan, subject
      to the requirements of Section 5(a) and the limitations imposed by Section
      423(b) of the Code; provided however that eligible Employees may not participate
      in more than one Offering Period at a time.

     

    (b)           Any
      provisions of the Plan to the contrary notwithstanding, no Employee shall be
      granted an option under the Plan (i) if, immediately after the grant, such
      Employee (or any other person whose stock would be attributed to such Employee
      pursuant to Section 424(d) of the Code) would own capital stock of the Company
      and/or hold outstanding options to purchase stock possessing five percent (5%)
      or more of the total combined voting power or value of all classes of stock
      of
      the Company or of any Subsidiary of the Company, or (ii) if such option would
      permit his or her rights to purchase stock under all employee stock purchase
      plans (described in Section 423 of the Code) of the Company and its Subsidiaries
      to accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) of
      the
      Fair Market Value (as defined in Section 7(b) below) of such stock (determined
      at the time such option is granted) for each calendar year in which such option
      is outstanding at any time.

     

    4.           Offering
      Periods And Purchase Periods.

     

    (a)           Offering
      Periods.  The Plan shall be implemented by a series of Offering
      Periods of twelve (12) months’ duration, with new Offering Periods commencing on
      or about February 1 and August 1 of each year (or at such other time or times
      as
      may be determined by the Board of Directors).  The Plan shall continue
      until terminated in accordance with Section 19 hereof. The Board of Directors
      of
      the Company shall have the power to change the duration and/or the frequency
      of
      Offering Periods with respect to future offerings without shareholder approval
      if such change is announced at least five (5) days prior to the scheduled
      beginning of the first Offering Period to be affected.

     

    (b)           Purchase
      Periods.  Each Offering Period shall consist of two (2)
      consecutive purchase periods of six (6) months’ duration.  The last
      day of each Purchase Period shall be the “Purchase Date” for such Purchase
      Period.  A Purchase Period commencing on February 1 shall end on the
      next July 31.  A Purchase Period commencing on August 1 shall end on
      the next January 31.  The Board of Directors of the Company shall have
      the power to change the duration and/or frequency of Purchase Periods with
      respect to future purchases without shareholder approval if such change is
      announced at least five (5) days prior to the scheduled beginning of the first
      Purchase Period to be affected.

     

    5.           Participation.

     

    (a)           An
      eligible Employee may become a participant in the Plan by completing a
      subscription agreement on the form provided by the Company and filing it with
      the Company’s payroll office prior to the applicable Offering Date, unless a
      later time for filing the subscription agreement is set by the Board for all
      eligible Employees with respect to a given Offering Period.  The
      subscription agreement shall set forth the percentage of the participant’s
      Compensation (subject to Section 6(a) below) to be paid as Contributions
      pursuant to the Plan.

     

    (b)           Payroll
      deductions shall commence on the first payroll following the Offering Date
      and
      shall end on the last payroll paid on or prior to the last Purchase Period
      of
      the Offering Period to which the subscription agreement is applicable, unless
      sooner terminated by the participant as provided in Section 10.

     

    6.           Method
      Of Payment Of Contributions.

     

    (a)           A
      participant shall elect to have payroll deductions made on each payday during
      the Offering Period in an amount not less than one percent (1%) and not more
      than fifteen percent (15%) (or such greater percentage as the Board may
      establish from time to time before an Offering Date) of such participant’s
      Compensation on each payday during the Offering Period.  All payroll
      deductions made by a participant shall be credited to his or her account under
      the Plan.  A participant may not make any additional payments into
      such account.

     

    (b)           A
      participant may discontinue his or her participation in the Plan as provided
      in
      Section 10, or, on one occasion only during a Purchase Period may increase
      and
      on one occasion only during a Purchase Period may decrease the rate of his
      or
      her Contributions with respect to the Offering Period by completing and filing
      with the Company a new subscription agreement authorizing a change in the
      payroll deduction rate.  The change in rate shall be effective as of
      the beginning of the next calendar month following the date of filing of the
      new
      subscription agreement, if the agreement is filed at least ten (10) business
      days prior to such date and, if not, as of the beginning of the next succeeding
      calendar month.

     

    (c)           Notwithstanding
      the foregoing, to the extent necessary to comply with Section 423(b)(8) of
      the
      Code and Section 3(b) herein, a participant’s payroll deductions may be
      decreased during any Purchase Period to 0%. Payroll deductions shall re-commence
      at the rate provided in such participant’s subscription agreement at the
      beginning of the first Purchase Period which is scheduled to end in the
      following calendar year, unless terminated by the participant as provided in
      Section 10.

     

    


     

    7.           Grant
      Of Option.

     

    (a)           On
      the Offering Date of each Offering Period, each eligible Employee participating
      in such Offering Period shall be granted an option to purchase on each Purchase
      Date a number of Shares of the Company’s Common Stock determined by dividing
      such Employee’s Contributions accumulated prior to such Purchase Date and
      retained in the participant’s account as of the Purchase Date by the applicable
      Purchase Price; provided however, that the maximum number of Shares an Employee
      may purchase during each Purchase Period shall be 1,000  Shares
      (subject to any adjustment pursuant to Section 19 below), and provided further
      that such purchase shall be subject to the limitations set forth in Sections
      3(b) and 13.

     

    (b)           The
      fair market value of the Company’s Common Stock on a given date (the “Fair
      Market Value”) shall be determined by the Board based on the closing sales price
      of the Common Stock for such date (or, in the event that the Common Stock is
      not
      traded on such date, on the immediately preceding trading date), as reported
      by
      the National Association of Securities Dealers Automated Quotation (Nasdaq)
      National Market or, if such price is not reported, the mean of the bid and
      asked
      prices per share of the Common Stock as reported by Nasdaq or, in the event
      the
      Common Stock is listed on a stock exchange, the Fair Market Value per share
      shall be the closing sales price on such exchange on such date (or, in the
      event
      that the Common Stock is not traded on such date, on the immediately preceding
      trading date), as reported in The Wall Street Journal.

     

    8.           Exercise
      Of Option.  Unless a participant withdraws from the Plan as
      provided in Section 10, his or her option for the purchase of Shares will be
      exercised automatically on each Purchase Date of an Offering Period, and the
      maximum number of full Shares subject to the option will be purchased at the
      applicable Purchase Price with the accumulated Contributions in his or her
      account. No fractional Shares shall be issued.  The Shares purchased
      upon exercise of an option hereunder shall be deemed to be transferred to the
      participant on the Purchase Date.  During his or her lifetime, a
      participant’s option to purchase Shares hereunder is exercisable only by him or
      her.

     

    9.           Delivery.  As
      promptly as practicable after each Purchase Date of each Offering Period, the
      Company shall arrange the delivery to each participant, as appropriate, the
      Shares purchased upon exercise of his or her option.  No fractional
      Shares shall be purchased; any payroll deductions accumulated in a participant’s
      account which are not sufficient to purchase a full Share shall be retained
      in
      the participant’s account for the subsequent Purchase Period or Offering Period,
      subject to earlier withdrawal by the participant as provided in Section 10
      below. Any other amounts left over in a participant’s account after a Purchase
      Date shall be returned to the participant.

     

    10.           Voluntary
      Withdrawal; Termination Of Employment.

     

    (a)             A
      participant may withdraw all but not less than all the Contributions credited
      to
      his or her account under the Plan at any time prior to each Purchase Date by
      giving written notice to the Company.  All of the participant’s
      Contributions credited to his or her account will be paid to him or her promptly
      after receipt of his or her notice of withdrawal and his or her option for
      the
      current period will be automatically terminated, and no further Contributions
      for the purchase of Shares will be made during the Offering Period.

     

    (b)             Upon
      termination of the participant’s Continuous Status as an Employee prior to the
      Purchase Date of an Offering Period for any reason, including retirement or
      death, the Contributions credited to his or her account will be returned to
      him
      or her or, in the case of his or her death, to the person or persons entitled
      thereto under Section 15, and his or her option will be automatically
      terminated.

     

    (c)             In
      the event an Employee fails to remain in Continuous Status as an Employee of
      the
      Company and remain customarily employed for at least twenty (20) hours per
      week
      and five (5) months per calendar year during the Offering Period in which the
      employee is a participant, he or she will be deemed to have elected to withdraw
      from the Plan and the Contributions credited to his or her account will be
      returned to him or her and his or her option terminated.

     

    (d)             A
      participant’s withdrawal from an offering will not have any effect upon his or
      her eligibility to participate in a succeeding offering or in any similar plan
      which may hereafter be adopted by the Company.

     

    11.           Automatic
      Withdrawal.  If the Fair Market Value of the Shares on any
      Purchase Date of an Offering Period is less than the Fair Market Value of the
      Shares on the Offering Date for such Offering Period (or, in the event of a
      purchase price adjustment pursuant to a shareholder-approved Plan Share
      increase, less than the Fair Market Value of the Shares on the date of obtaining
      such shareholder approval), then every participant shall automatically (i)
      be
      withdrawn from such Offering Period at the close of such Purchase Date and
      after
      the acquisition of Shares for such Purchase Period, and (ii) be enrolled in
      the
      Offering Period commencing on the first business day subsequent to such Purchase
      Period.

     

    12.           Interest.  No
      interest shall accrue on the Contributions of a participant in the
      Plan.

     

    13.           Stock.

     

    (a)           Subject
      to adjustment as provided in Section 19, the maximum number of Shares which
      shall be made available for sale under the Plan shall be 4,025,000
      Shares.  If the Board determines that, on a given Purchase Date, the
      number of shares with respect to which options are to be exercised may exceed
      (i) the number of shares of Common Stock that were available for sale under
      the
      Plan on the Offering Date of the applicable Offering Period, or (ii) the number
      of shares available for sale under the Plan on such Purchase Date, the Board
      may
      in its sole discretion provide (x) that the Company shall make a pro rata
      allocation of the Shares of Common Stock available for purchase on such Offering
      Date or Purchase Date, as applicable, in as uniform a manner as shall be
      practicable and as it shall determine in its sole discretion to be equitable
      among all participants exercising options to purchase Common Stock on such
      Purchase Date, and continue all Offering Periods then in effect, or (y) that
      the
      Company shall make a pro rata allocation of the shares available for purchase
      on
      such Offering Date or Purchase Date, as applicable, in as uniform a manner
      as
      shall be practicable and as it shall determine in its sole discretion to be
      equitable among all participants exercising options to purchase Common Stock
      on
      such Purchase Date, and terminate any or all Offering Periods then in effect
      pursuant to Section 20 below.  The Company may make pro rata
      allocation of the Shares available on the Offering Date of any applicable
      Offering Period pursuant to the preceding sentence, notwithstanding any
      authorization of additional Shares for issuance under the Plan by the Company’s
      shareholders subsequent to such Offering Date.

     

    (b)           The
      participant shall have no interest or voting right in Shares covered by his
      or
      her option until such option has been exercised.

     

    (c)           Shares
      to be delivered to a participant under the Plan will be registered in the name
      of the participant or in the name of the participant and his or her
      spouse.

     

    14.           Administration.  The
      Board, or a committee named by the Board, shall supervise and administer the
      Plan and shall have full power to adopt, amend and rescind any rules deemed
      desirable and appropriate for the administration of the Plan and not
      inconsistent with the Plan, to construe and interpret the Plan, and to make
      all
      other determinations necessary or advisable for the administration of the
      Plan.

     

    15.           Designation
      Of Beneficiary.

     

    (a)           A
      participant may file a written designation of a beneficiary who is to receive
      any Shares and cash, if any, from the participant’s account under the Plan in
      the event of such participant’s death subsequent to the end of a Purchase Period
      but prior to delivery to him or her of such Shares and cash.  In
      addition, a participant may file a written designation of a beneficiary who
      is
      to receive any cash from the participant’s account under the Plan in the event
      of such participant’s death prior to the Purchase Date of an Offering
      Period.  If a participant is married and the designated beneficiary is
      not the spouse, spousal consent shall be required for such designation to be
      effective.

     

    (b)           Such
      designation of beneficiary may be changed by the participant (and his or her
      spouse, if any) at any time by written notice.  In the event of the
      death of a participant and in the absence of a beneficiary validly designated
      under the Plan who is living at the time of such participant’s death, the
      Company shall deliver such Shares and/or cash to the executor or administrator
      of the estate of the participant, or if no such executor or administrator has
      been appointed (to the knowledge of the Company), the Company, in its
      discretion, may deliver such Shares and/or cash to the spouse or to any one
      or
      more dependents or relatives of the participant, or if no spouse, dependent
      or
      relative is known to the Company, then to such other person as the Company
      may
      designate.

     

    16.           Transferability.  Neither
      Contributions credited to a participant’s account nor any rights with regard to
      the exercise of an option or to receive Shares under the Plan may be assigned,
      transferred, pledged or otherwise disposed of in any way (other than by will,
      the laws of descent and distribution, or as provided in Section 15) by the
      participant.  Any such attempt at assignment, transfer, pledge or
      other disposition shall be without effect, except that the Company may treat
      such act as an election to withdraw funds in accordance with Section
      10.

     

    17.           Use
      Of Funds.  All Contributions received or held by the Company under
      the Plan may be used by the Company for any corporate purpose, and the Company
      shall not be obligated to segregate such Contributions.

     

    18.           Reports.  Individual
      accounts will be maintained for each participant in the Plan. Statements of
      account will be given to participating Employees at least annually, which
      statements will set forth the amounts of Contributions, the per Share Purchase
      Price, the number of Shares purchased and the remaining cash balance, if
      any.

     

    19.           Adjustments
      Upon Changes In Capitalization; Corporate Transactions.

     

    (a)           Adjustment.  Subject
      to any required action by the shareholders of the Company, the number of Shares
      covered by each option under the Plan which has not yet been exercised and
      the
      number of Shares which have been authorized for issuance under the Plan but
      have
      not yet been placed under option (collectively, the “Reserves”), as well as the
      maximum number of shares of Common Stock which may be purchased by a participant
      in a Purchase Period, the number of shares of Common Stock set forth in Section
      13(a)(i) above, and the price per Share of Common Stock covered by each option
      under the Plan which has not yet been exercised, shall be proportionately
      adjusted for any increase or decrease in the number of issued Shares resulting
      from a stock split, reverse stock split, stock dividend, combination or
      reclassification of the Common Stock (including any such change in the number
      of
      Shares of Common Stock effected in connection with a change in domicile of
      the
      Company), or any other increase or decrease in the number of Shares effected
      without receipt of consideration by the Company; provided however that
      conversion of any convertible securities of the Company shall not be deemed
      to
      have been “effected without receipt of consideration.”  Such
      adjustment shall be made by the Board, whose determination in that respect
      shall
      be final, binding and conclusive.  Except as expressly provided
      herein, no issue by the Company of shares of stock of any class, or securities
      convertible into shares of stock of any class, shall affect, and no adjustment
      by reason thereof shall be made with respect to, the number or price of Shares
      subject to an option.

     

    (b)           Corporate
      Transactions.  In the event of a dissolution or liquidation of the
      Company, any Purchase Period and Offering Period then in progress will terminate
      immediately prior to the consummation of such action, unless otherwise provided
      by the Board.  In the event of a Corporate Transaction, each option
      outstanding under the Plan shall be assumed or an equivalent option shall be
      substituted by the successor corporation or a parent or Subsidiary of such
      successor corporation.  In the event that the successor corporation
      refuses to assume or substitute for outstanding options, each Purchase Period
      and Offering Period then in progress shall be shortened and a new Purchase
      Date
      shall be set (the “New Purchase Date”), as of which date any Purchase Period and
      Offering Period then in progress will terminate.  The New Purchase
      Date shall be on or before the date of consummation of the transaction and
      the
      Board shall notify each participant in writing, at least ten (10) days prior
      to
      the New Purchase Date, that the Purchase Date for his or her option has been
      changed to the New Purchase Date and that his or her option will be exercised
      automatically on the New Purchase Date, unless prior to such date he or she
      has
      withdrawn from the Offering Period as provided in Section 10.  For
      purposes of this Section 19, an option granted under the Plan shall be deemed
      to
      be assumed, without limitation, if, at the time of issuance of the stock or
      other consideration upon a Corporate Transaction, each holder of an option
      under
      the Plan would be entitled to receive upon exercise of the option the same
      number and kind of shares of stock or the same amount of property, cash or
      securities as such holder would have been entitled to receive upon the
      occurrence of the transaction if the holder had been, immediately prior to
      the
      transaction, the holder of the number of Shares of Common Stock covered by
      the
      option at such time (after giving effect to any adjustments in the number of
      Shares covered by the option as provided for in this Section 19); provided
      however that if the consideration received in the transaction is not solely
      common stock of the successor corporation or its parent (as defined in Section
      424(e) of the Code), the Board may, with the consent of the successor
      corporation, provide for the consideration to be received upon exercise of
      the
      option to be solely common stock of the successor corporation or its parent
      equal in Fair Market Value to the per Share consideration received by holders
      of
      Common Stock in the transaction.  The Board may, if it so determines
      in the exercise of its sole discretion, also make provision for adjusting the
      Reserves, as well as the price per Share of Common Stock covered by each
      outstanding option, in the event that the Company effects one or more
      reorganizations, recapitalizations, rights offerings or other increases or
      reductions of Shares of its outstanding Common Stock, and in the event of the
      Company’s being consolidated with or merged into any other
      corporation.

     

    20.           Amendment
      Or Termination.

     

    (a)           The
      Board may at any time and for any reason terminate or amend the
      Plan.  Except as provided in Section 19, no such termination of the
      Plan may affect options previously granted, provided that the Plan or an
      Offering Period may be terminated by the Board on a Purchase Date or by the
      Board’s setting a new Purchase Date with respect to an Offering Period and
      Purchase Period then in progress if the Board determines that termination of
      the
      Plan and/or the Offering Period is in the best interests of the Company and
      the
      shareholders or if continuation of the Plan and/or the Offering Period would
      cause the Company to incur adverse accounting charges as a result of a change
      after the effective date of the Plan in the generally accepted accounting rules
      applicable to the Plan.  Except as provided in Section 19 and in this
      Section 20, no amendment to the Plan shall make any change in any option
      previously granted which adversely affects the rights of any participant. In
      addition, to the extent necessary to comply with Rule 16b-3 under the Exchange
      Act, or under Section 423 of the Code (or any successor rule or provision or
      any
      applicable law or regulation), the Company shall obtain shareholder approval
      in
      such a manner and to such a degree as so required.

     

    (b)           Without
      shareholder consent and without regard to whether any participant rights may
      be
      considered to have been adversely affected, the Board (or its committee) shall
      be entitled to change the Offering Periods and Purchase Periods, limit the
      frequency and/or number of changes in the amount withheld during an Offering
      Period, establish the exchange ratio applicable to amounts withheld in a
      currency other than U.S. dollars, permit payroll withholding in excess of the
      amount designated by a participant in order to adjust for delays or mistakes
      in
      the Company’s processing of properly completed withholding elections, establish
      reasonable waiting and adjustment periods and/or accounting and crediting
      procedures to ensure that amounts applied toward the purchase of Common Stock
      for each participant properly correspond with amounts withheld from the
      participant’s Compensation, and establish such other limitations or procedures
      as the Board (or its committee) determines in its sole discretion advisable
      which are consistent with the Plan.

     

    21.           Notices.  All
      notices or other communications by a participant to the Company under or in
      connection with the Plan shall be deemed to have been duly given when received
      in the form specified by the Company at the location, or by the person,
      designated by the Company for the receipt thereof.

     

    22.           Conditions
      Upon Issuance Of Shares.  Shares shall not be issued with respect
      to an option unless the exercise of such option and the issuance and delivery
      of
      such Shares pursuant thereto shall comply with all applicable provisions of
      law,
      domestic or foreign, including, without limitation, the Securities Act of 1933,
      as amended, the Exchange Act, the rules and regulations promulgated thereunder,
      applicable state securities laws and the requirements of any stock exchange
      upon
      which the Shares may then be listed, and shall be further subject to the
      approval of counsel for the Company with respect to such compliance. As a
      condition to the exercise of an option, the Company may require the person
      exercising such option to represent and warrant at the time of any such exercise
      that the Shares are being purchased only for investment and without any present
      intention to sell or distribute such Shares if, in the opinion of counsel for
      the Company, such a representation is required by any of the aforementioned
      applicable provisions of law.

     

    23.           Term
      Of Plan.  Unless sooner terminated by the Board, the Plan shall
      terminate upon the earliest of (i) the last business day in July 2017, (ii)
      the
      date on which all shares available for issuance under the Plan shall have been
      sold pursuant to purchase rights exercised under the Plan or (iii) the date
      on
      which all purchase rights are exercised in connection with a Corporate
      Transaction. No further purchase rights shall be granted or exercised, and
      no
      further payroll deductions shall be collected, under the Plan following such
      termination.

     

    


    24.           Additional
      Restrictions of Rule 16b-3.  The terms and conditions of options
      granted hereunder to, and the purchase of Shares by, persons subject to Section
      16 of the Exchange Act shall comply with the applicable provisions of Rule
      16b-3.  This Plan shall be deemed to contain, and such options shall
      contain, and the Shares issued upon exercise thereof shall be subject to, such
      additional conditions and restrictions as may be required by Rule 16b-3 to
      qualify for the maximum exemption from Section 16 of the Exchange Act with
      respect to Plan transactions.

     

    25.           General
      Provisions.

     

    (a)           All
      costs and expenses incurred in the administration of the Plan shall be paid
      by
      the Company; however, each Plan participant shall bear all costs and expenses
      incurred by such individual in the sale or other disposition of any shares
      purchased under the Plan.

     

    (b)           Nothing
      in the Plan shall confer upon any participant any right to continue in the
      employ of the Company or any Subsidiary for any period of specific duration
      or
      interfere with or otherwise restrict in any way the rights of the Company (or
      any Subsidiary employing such person) or of the participant, which rights are
      hereby expressly reserved by each, to terminate such person’s employment at any
      time for any reason, with or without cause.

     

    (c)           The
      provisions of the Plan shall be governed by the laws of the State of California
      without resort to its conflict-of-laws rules.

     

    


     

    


     


    
      
              

                  ESPP062807.DOC                                                           --      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SONICWALL,
      INC.

    1999
      EMPLOYEE STOCK PURCHASE PLAN

    SUBSCRIPTION
      AGREEMENT

    New
      Election ______

    Change
      of
      Election ______

    


     

    1.           I,
      ________________________, hereby elect to participate in the SonicWALL, Inc.
      1999 Employee Stock Purchase Plan (the “Plan”) for the Offering Period
      ______________, ____ to _______________, ____, and subscribe to and purchase
      shares of the Company’s Common Stock in accordance with this Subscription
      Agreement and the Plan.

     

    2.           I
      elect to have Contributions in the amount of ____% of my Compensation, as those
      terms are defined in the Plan, applied to this purchase. I understand that
      this
      amount must not be less than 1% and not more than 15% of my Compensation during
      the Offering Period. (Please note that no fractional percentages are
      permitted).

     

    3.           I
      hereby authorize payroll deductions from each paycheck during the Offering
      Period at the rate stated in Item 2 of this Subscription Agreement. I understand
      that all payroll deductions made by me shall be credited to my account under
      the
      Plan and that I may not make any additional payments into such account. I
      understand that all payments made by me shall be accumulated for the purchase
      of
      shares of Common Stock at the applicable purchase price determined in accordance
      with the Plan. I further understand that, except as otherwise set forth in
      the
      Plan, shares will be purchased for me automatically on the Purchase Date of
      each
      Offering Period unless I otherwise withdraw from the Plan by giving written
      notice to the Company for such purpose.

     

    4.           I
      understand that I may discontinue at any time prior to the Purchase Date my
      participation in the Plan as provided in Section 10 of the Plan. I also
      understand that I can increase or decrease the rate of my Contributions on
      one
      occasion only with respect to any increase and one occasion only with respect
      to
      any decrease during any Purchase Period by completing and filing a new
      Subscription Agreement with such increase or decrease taking effect as of the
      beginning of the calendar month following the date of filing of the new
      Subscription Agreement, if filed at least ten (10) business days prior to the
      beginning of such month. Further, I may change the rate of deductions for future
      Offering Periods by filing a new Subscription Agreement, and any such change
      will be effective as of the beginning of the next Offering Period. In addition,
      I acknowledge that, unless I discontinue my participation in the Plan as
      provided in Section 10 of the Plan, my election will continue to be effective
      for each successive Offering Period.

     

    5.           I
      have received a copy of the Company’s most recent description of the Plan and a
      copy of the complete “SonicWALL, Inc. 1999 Employee Stock Purchase Plan.” I
      understand that my participation in the Plan is in all respects subject to
      the
      terms of the Plan.

     

    6.           Shares
      purchased for me under the Plan should be issued in the name(s) of (name of
      employee or employee and spouse only): ____________________________________
      ____________________________________

     

    7.           In
      the event of my death, I hereby designate the following as my beneficiary(ies)
      to receive all payments and shares due to me under the Plan:

     

    NAME:
      (Please
      print)                                                                                     

    
       ____________________________________________________________

    

    (First)                                (Middle)                                (Last)

    


    ____________________                                                                 ________________________________________                    

    (Relationship)                                                                                     (Address)

    


    


    


    8.           I
      understand that if I dispose of any shares received by me pursuant to the Plan
      within two (2) years after the Offering Date (the first day of the Offering
      Period during which I purchased such shares) or within one (1) year after the
      Purchase Date, I will be treated for federal income tax purposes as having
      received ordinary compensation income at the time of such disposition in an
      amount equal to the excess of the fair market value of the shares on the
      Purchase Date over the price which I paid for the shares, regardless of whether
      I disposed of the shares at a price less than their fair market value at the
      Purchase Date. The remainder of the gain or loss, if any, recognized on such
      disposition will be treated as capital gain or loss.

    


    I
      hereby
      agree to notify the Company in writing within thirty (30) days after the date
      of
      any such disposition, and I will make adequate provision for federal, state
      or
      other tax withholding obligations, if any, which arise upon the disposition
      of
      the Common Stock. The Company may, but will not be obligated to, withhold from
      my compensation the amount necessary to meet any applicable withholding
      obligation including any withholding necessary to make available to the Company
      any tax deductions or benefits attributable to the sale or early disposition
      of
      Common Stock by me.

    


    9.           If
      I dispose of such shares at any time after expiration of the two (2) year and
      one (1) year holding periods, I understand that I will be treated for federal
      income tax purposes as having received compensation income only to the extent
      of
      an amount equal to the lesser of (1) the excess of the fair market value of
      the
      shares at the time of such disposition over the purchase price which I paid
      for
      the shares under the option, or (2) 15% of the fair market value of the shares
      on the Offering Date.  The remainder of the gain or loss, if any,
      recognized on such disposition will be treated as capital gain or
      loss.

    


    I
      understand that this tax summary is only a summary and is subject to change.
      I
      further understand that I should consult a tax advisor concerning the tax
      implications of the purchase and sale of stock under the Plan.

    


    10.           I
      hereby agree to be bound by the terms of the Plan. The effectiveness of this
      Subscription Agreement is dependent upon my eligibility to participate in the
      Plan.

     

    

      
 SIGNATURE:                                                                                      

     

     

    
      

    

    SOCIAL
      SECURITY
      NUMBER:                                                                                                           

    


    DATE:                                                                                     

    


    SPOUSE’S
      SIGNATURE (necessary if beneficiary is not spouse):

    


    


    
      
 (Signature)

     

    


    
      
 (Print
      name)

    


    



    
      
              

                  ESPP062807.DOC                                                           --      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    SONICWALL,
      INC.

    1999
      EMPLOYEE STOCK PURCHASE PLAN

    NOTICE
      OF
      WITHDRAWAL

    


    I,
      __________________________, hereby elect to withdraw my participation in the
      SonicWALL, Inc. 1999 Employee Stock Purchase Plan (the “Plan”) for the Offering
      Period that began on _________ ___, _____. This withdrawal covers all
      Contributions credited to my account and is effective on the date designated
      below. I understand that all Contributions credited to my account will be paid
      to me within ten (10) business days of receipt by the Company of this Notice
      of
      Withdrawal and that my option for the current period will automatically
      terminate, and that no further Contributions for the purchase of shares can
      be
      made by me during the Offering Period. The undersigned further understands
      and
      agrees that he or she shall be eligible to participate in succeeding offering
      periods only by delivering to the Company a new Subscription
      Agreement.

    


    Dated:                                                                

    


    


    
      
        

      

    

    Signature
      of Employee

     

    
      
 Social
      Security Number