**Exhibit 14.01**

**MACROVISION CORPORATION**

**CODE OF PERSONAL AND BUSINESS CONDUCT AND ETHICS AS AMENDED**

| **I.** | **GENERAL POLICY STATEMENT**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |
|   | It is the policy of **Macrovision Corporation** and   each of its subsidiaries (“the Company”) to conduct its business in accordance   with the highest ethical standards in order to merit and maintain the   complete confidence and trust of its customers and the public in   general.  Directors, officers and   employees must maintain their business transactions in a manner that does not   result in adverse comments or criticisms from the public or in any way damage   our reputation.  Unless otherwise set   forth herein, the term “employee” refers to all officers and employees of the   Company. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |
|   | Nothing in this Code of   Personal and Business Conduct and Ethics (the “Code”), in any Company   policies and procedures, or in other related communications (verbal or   written) creates or implies an employment contract or term of employment.                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |
|   | A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Compliance with Laws and Regulation |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Ethical business conduct is critical to our   business.  It is our policy to fully   comply with the spirit and intent of all applicable laws, rules and   regulations.  Violations of these laws,   rules and regulations can create significant civil and/or criminal liability   for you, the Company, our directors, officers and other employees.  We expect you to use good judgment and   high ethical standards and to refrain from any form of illegal, dishonest or   unethical conduct. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | The Company is dedicated to ensuring compliance   with the high standards of financial accounting and reporting and has the   highest confidence in its financial reporting, underlying systems of internal   controls and its financial employees. Our financial employees (our CEO, CFO   and other members of the Macrovision Finance Department) shall operate under   the highest level of ethical standards. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | While we do not expect you to memorize every detail   of these laws, rules and regulations, we want you to be able to determine   when to seek advice from others.  If   you do have a question in the area of legal compliance, it is important that   you not hesitate to seek answers from your supervisor or the Disclosure   Compliance Monitor.  See Section XI.B.   on page 12 for the Disclosure Compliance Monitor’s contact information. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Disregard of the law will not be tolerated.  You should be aware that conduct and   records, including emails, are subject to internal and external audits, and   to discovery by third parties in the event of a government investigation or   civil litigation. |

|    | B.                                                                                                                                                                                                                                                                                                                                             | Administration of the Code                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|    |                                                                                                                                                                                                                                                                                                                                           | It is your responsibility to be familiar with the   Code.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|    |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|    |                                                                                                                                                                                                                                                                                                                                           | You are encouraged to seek the advice of the   appropriate supervisor regarding questions of interpretation and of the   applicability of the provisions of the Code to a particular situation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|    |                                                                                                                                                                                                                                                                                                                                           | You will be required to sign and return a written   acknowledgment form to the Human Resources Department at the time of first   receipt of a copy of the Code, whenever subsequent changes are published   thereto, and once each year verifying that you have read and understand the   Code.    Failure to sign and return a written acknowledgment form is grounds   for disciplinary action, up to and including termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|    |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|    |                                                                                                                                                                                                                                                                                                                                           | Part of your job and ethical   responsibility is to help enforce this Code.    You should proactively promote ethical behavior among peers in the   work environment.  You should be alert   to possible violations and report possible violations to your supervisor or   the Disclosure Compliance Monitor.    You must cooperate in any internal or external investigations of   possible violations.  Reprisal,   threats, retribution or retaliation against any person who has in good faith   reported a violation or a suspected violation of law, this Code or other   Company policies, or against any person who is assisting in any investigation   or process with respect to such a violation, is prohibited.  Please refer to Section XI.B.,   below, as well as the Company’s separate Policy   and Procedures for Raising Questions Regarding Accurate Financial and   Non-Financial Disclosure for further   guidance. |
|    |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|    |                                                                                                                                                                                                                                                                                                                                           | In trying to determine whether   any given action is appropriate, use the following test.  Imagine that the words you are using or   the action you are taking is going to be fully disclosed in the media with   all the details, including your photo.    If you are uncomfortable with the idea of this information being made   public, perhaps you should think again about your words or your course of   action.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|    |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|    |                                                                                                                                                                                                                                                                                                                                           | In all cases, if you are   unsure about the appropriateness of an event or action, please seek   assistance in interpreting the requirements of these practices by contacting   your supervisor or the Disclosure Compliance Monitor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|    |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| **II.** | **CONFLICTS OF INTEREST**                                                                                                                                                                                                                                                                                                                      |
|    |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|    | Each of us has a   responsibility to the Company, our stockholders and each other.  Although this duty does not prevent us   from engaging in personal transactions and investments, it does demand that   we avoid personal and professional situations and relationships where a   conflict of interest might occur or appear to occur. |

2

|   | A.     | Policy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |   | It is our policy that directors, officers and   employees do not engage in personal conduct that will conflict with the   interest of the Company.  It is important   to avoid even the appearance of a conflict of interest, since the appearance   can be as damaging to our reputation as an actual conflict.  Whether or not a conflict of interest   exists or will exist can be unclear.    Conflicts of interest are prohibited unless specifically authorized as   described below.                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |   | If you have any questions about a potential conflict   or if you become aware of an actual or potential conflict, and you are not an   officer or director of the Company, you should discuss the matter with your   supervisor or the Disclosure Compliance Monitor (as further described in   Section XI).  Supervisors may not   authorize conflict of interest matters without first seeking the approval of   the Disclosure Compliance Monitor and filing with the Disclosure Compliance   Monitor a written description of the authorized activity.  If the supervisor is involved in the   potential or actual conflict, you should discuss the matter directly with the   Disclosure Compliance Monitor or the Chief Financial Officer.  Officers and directors may seek   authorization from the Audit Committee.    Factors that may be considered in evaluating a potential conflict of   interest are, among others: |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | whether it may interfere with the individual’s job   performance or responsibilities; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | whether the individual has access to confidential   information; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | whether it may interfere with the job performance,   responsibilities or morale of others within the organization; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | any potential adverse or beneficial impact on our   business; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | any potential adverse or beneficial impact on our   relationships with our customers or suppliers or other service providers; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | whether it would enhance or support a competitor’s   position; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the extent to which it would result in financial or   other benefit (direct or indirect) to the individual; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the extent to which it would result in financial or   other benefit (direct or indirect) to one of our customers, suppliers or   other service providers; and |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the extent to which it would appear improper to an   outside observer. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|   |   | If an employee has or acquires a significant   ownership interest in a competitor, customer or supplier, he or she must   disclose the facts to the Company’s Chief Financial Officer or the Disclosure   Compliance Monitor for purposes of assessing potential conflicts of interest   and public disclosure requirements, if any.    Officers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

3

|   |   | and directors must disclose such significant   ownership interest to the Audit Committee.    Generally, an ownership interest in a publicly held company will not   be considered “significant” if the employee, officer or director owns no more   than the lesser of (i) a 1% interest in the company or (ii) an interest   having a value equal to the greater of $500,000.00 or 10% of the net worth of   the employee, officer or director.                                                                                                                                                                                                                |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   | B.     | Gifts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   |   | Employees and their immediate families shall not   solicit, accept, or retain any benefit themselves or for any third party from   any of our customers, any individual or organization doing or seeking to do   business with us, or from any other individual or organization based on a   Company relationship.                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   |   | Specific exception to this prohibition may be made   if there is no reasonable likelihood of improper influence in the employee’s   performance of duties on behalf of the Company.  The personal benefit, however, must be one of the following:                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   |   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | normal business courtesies, such as a meal,   refreshment or entertainment of reasonable value; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   |   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | non-cash gifts of reasonable value (under $200.00)   when received at holiday time or for special occasions; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   |   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | non-cash gifts whose aggregate value over the year   is less than $500.00; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   |   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | gifts based upon kinship, marriage or social   relationships entirely beyond and apart from any business relationship; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   |   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | promotional material of nominal value; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   |   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | awards given by charitable, education, civic, or   religions organizations for meritorious contributions or service; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   |   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | discounts or rebates on merchandise or services that   do not exceed those available to other customers. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|   |   | Any personal benefit offered or received, other than   the exceptions noted above, is to be reported by the employee to the   executive officer of the Business Unit who will review the situation and   instruct the employee as to the appropriate action.  The executive officer of the Business Unit shall keep   contemporaneous written records of all such disclosures and report such   actions to the Executive Committee.    The executive officer of the Business Unit shall report any personal   benefits he or she received to the Executive Committee acting on behalf of   the Board.  Directors will report   directly to the Audit Committee. |

4

|   |   | Employees, officers and directors are prohibited   from paying any bribe, kick-back or other similar unlawful payment to any   public official, government, or individual to secure any concession, contract   or favorable treatment for the Company or for the personal gain of an individual.  Such transactions may result in the   violation of various laws, including the United States Foreign Corrupt   Practices Act, for which there are very substantial penalties to both the   involved individual and the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|   | C.     | Political Contributions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|   |   | It is our policy to strictly comply with all   applicable federal and state political campaign laws.  Under federal law, corporations are   prohibited from making any contribution or expenditure in connection with any   federal election or campaign.  Although   political contributions for nonfederal elections may be permissible, it is   the Company’s policy not to solicit employees for political contributions or   campaigns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|   | D.     | Outside Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|   |   | We discourage employees from holding outside employment   or otherwise providing outside services for compensation.  In those instances where it is justified,   written approval from the Chief Financial Officer is required.  No outside employment or other compensated   services will be approved which might subject us to criticism or which will   impact the employee’s productivity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|   |   | We encourage individual participation in civic   activities.  Normally, volunteer   efforts must take place outside of regular business hours.  If volunteer efforts require business   time, the employee should obtain prior approval from his or her direct   supervisor.  Volunteer efforts of more   than 2 hours per week or 5 hours per month during business hours must receive   prior written approval by the executive officer of the Business Unit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|   |   | It is a conflict of interest   to serve as a director or advisor of any company that competes with us.  Although you may serve as a director of a   Company supplier, customer, developer or other business partner, our policy   requires that you first obtain written approval from the Chief Executive   Officer before accepting a directorship or acting in an advisory capacity for   any company.  If you are an officer of   the Company, you must receive written approval from the Audit Committee   before accepting a directorship or acting in an advisory capacity for any   company.  If you are a director of the   Company, you must receive written approval from the Audit Committee before   accepting a directorship for any company.    Any compensation you receive should be commensurate to your   responsibilities.  Such approval may   be conditioned upon the completion of specified actions.  Serving as a director or advisor to a   non-profitorganization unrelated to the Company’s industry, charity or   similar entity does not violate this policy and does not require approval. |

5

|   | E.     | Personal Investment Activity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   |   | While we do not intend to unreasonably limit you in   your personal investment activities, it is our policy that you not enter into   investment transactions that would create, or give the appearance of   creating, a conflict of interest between you and the Company or between the   Company and any customer.  Many factors should be considered in   determining whether a conflict exists, including the size and nature of the   investment; your ability to influence the Company’s decisions; your access to   confidential information of the Company or of the other company; and the   nature of the relationship between the Company and the other company.                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | F.     | Related Parties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   |   | As a general rule, you should   avoid conducting Company business with a relative or significant other, or   with a business in which a relative or significant other is associated in any   significant role.  Relatives include   spouse, sister, brother, daughter, son, mother, father, grandparents, aunts,   uncles, nieces, nephews, cousins, step relationships and in-laws.  Significant others include persons living   in a spousal or familial fashion with you.                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   |   | If such a related party   transaction is unavoidable, you must fully disclose the nature of the related   party transaction to the Company’s Chief Financial Officer or the Disclosure   Compliance Monitor.  If determined to   be material to the Company by the Chief Financial Officer or the Disclosure   Compliance Monitor, the Company’s Audit Committee must review and approve in   writing in advance such related party transactions.  The most significant related party transactions, particularly   those involving the Company’s directors or executive officers, must be reviewed   and approved in writing in advance by the Company’s Board of Directors.                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   |   | The Company prohibits the   employment of relatives and significant others in positions or assignments   that have a financial dependence or influence (*e.g.*, an auditing or control   relationship, or a supervisor/subordinate relationship).  If a question arises about whether a   relationship is covered by this policy, the Company’s Chief Financial Officer   or the Disclosure Compliance Monitor is responsible for determining whether   an employee’s acknowledged relationship is covered by this policy.  If a prohibited relationship exists or   develops between two employees, the employee in the senior position must   bring this to the attention of his/her supervisor and either the Company’s   Chief Financial Officer or the Disclosure Compliance Monitor. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | G.     | Giving Advice to Customers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   |   | Since the Company cannot practice law or give legal   or tax advice, employees must exercise care in discussing transactions with   customers and nothing should be said that might be interpreted as the giving   of legal or tax advice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

6

| **III.** | **CORPORATE OPPORTUNITY**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |
|     | Employees, officers and   directors may not exploit for their own personal gain opportunities that are   discovered through the use of corporate property, information or position   unless the opportunity is disclosed fully in writing to the Company’s Board   of Directors and the Board of Directors declines in writing to pursue such   opportunity.  The Board of Directors   may not unreasonably withhold or delay deciding whether to pursue an   opportunity once it has been disclosed fully in writing. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |
| **IV.**  | **CONFIDENTIALITY**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |
|     | A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Customer Information |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | It is our policy that confidential information   acquired by an employee through his or her employment must be held in the   strictest confidence.  Confidential   customer information should never be discussed with anyone outside the   Company, and only with those within the Company who have a legitimate   business need to know.  Employees are prohibited   from disclosing competitive information about any customer to any other   customer. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |
|     | B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Information Regarding the Company |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Financial or other proprietary and/or confidential   information regarding the Company is not to be released to any outside person   or organization unless it has been published in reports to shareholders, or   otherwise made available to the public through authorized news releases.  All news media inquiries and other outside   inquiries regarding the Company must be referred to the Media Relations   Department or Chief Executive Officer or Chief Financial Officer.  No employee, other than those specifically   designated by the Chief Executive Officer or Chief Financial Officer is   authorized to talk to the press or analysts. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |
|     | C.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Disclosure of Company Confidential Information |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | To further the Company’s   business, from time to time our confidential information may be disclosed to   potential business partners.  However,   such disclosure should never be done without carefully considering its   potential benefits and risks.  If you   determine in consultation with your manager and other appropriate Company   management that disclosure of confidential information is necessary, you must   then contact the Disclosure Compliance Monitor to ensure that an appropriate   written nondisclosure agreement is signed prior to the disclosure.  We have standard nondisclosure agreements   suitable for most disclosures. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |
|     | D.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Requests by Regulatory   Authorities |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | All government requests for   information, documents or investigative interviews that are not part of the   Company’s normal reporting requirements must be referred to the Disclosure   Compliance Monitor.  Unless otherwise   required by law, financial information that is not part of the Company’s   normal reporting |

7

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | requirements must be approved   by the Disclosure Compliance Monitor prior to disclosure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| **V.**   | **OBLIGATIONS UNDER SECURITIES LAWS –   “INSIDER” TRADING**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|     | Directors and employees who have access to   confidential (or “inside”) information are not permitted to use or share that   information for stock trading purposes or for any other purpose except to   conduct our business.  All non-public   information about the Company or about   companies with which we do business is considered confidential   information.  We have adopted a   separate Insider Trading Policy to which you are bound as a condition of your   employment here.** **You should consult the Insider Trading Policy for   more specific information on the definition of “material inside information”   and on buying and selling our securities or   securities of companies with which we do business. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| **VI.**  | **USE OF COMPANY’S ASSETS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|     | A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | General                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Protecting the Company’s   assets is a key fiduciary responsibility of every employee.  Care should be taken to ensure that assets   are not misappropriated, loaned to others, sold or donated, without   appropriate authorization.  All   Company employees are responsible for the proper use of Company assets, and   must safeguard such assets against loss, damage, misuse or theft.  Company equipment and assets are to be   used for Company business purposes only.    Employees may not use Company assets for personal use, nor may they   allow any other person to use Company assets. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|     | B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Company Funds                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | You are personally responsible   for all Company funds over which you exercise control.  Company agents and contractors should not   be allowed to exercise control over Company funds.  Company funds must be used only for Company business purposes,   and authorization of such use must be in line with the Company’s Signature   Policy.                                                                                                                                                                                                                                                                   |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|     | C.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Software                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | All software used by employees   to conduct Company business must be appropriately licensed.  Never make or use illegal or unauthorized   copies of any software, whether in the office, at home or on the road, since   doing so may constitute copyright infringement and may expose you and the   Company to potential civil and criminal liability.                                                                                                                                                                                                                                                                    |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| **VII.** | **MAINTAINING AND MANAGING RECORDS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|     | A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | General                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | We are required by local,   state, federal, foreign and other applicable laws, rules and regulations to   retain certain records and to follow specific guidelines in                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

8

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | managing its records.  Please refer to the Company’s Document Retention   Policy for further guidance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|      | B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Records on Legal Hold                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | A legal hold suspends all   document destruction procedures in order to preserve appropriate records   under special circumstances, such as litigation or government   investigations.  Legal counsel   determines and identifies what types of Company records or documents are   required to be placed under a legal hold.    The Disclosure Compliance Monitor will notify you if a legal hold is   placed on records for which you are responsible.  You then must preserve and protect the necessary records in   accordance with instructions from the Company’s legal counsel.                                                                                                |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|      | C.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Document Integrity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | The integrity of our records   and public disclosure depends on the validity, accuracy and completeness of the   information supporting the entries to our books of account.  Therefore, our corporate and business   records should be completed accurately and honestly.  Any employee who becomes aware of any   departure from these standards has a responsibility to report his or her   knowledge promptly to a supervisor, the Disclosure Compliance Monitor or   directly to the Chair of our Audit Committee.  Please refer to the Company’s Policy and Procedures for Raising   Questions Regarding Accurate Financial and Non-Financial Disclosure for further guidance. |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
| **VIII.** | **FAIR DEALING**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|      | We strive to outperform our   competition fairly and honestly.    Advantages over our competitors are to be obtained through superior   performance of our products and services, not through unethical or illegal   business practices.  Acquiring   proprietary information from others through improper means, possessing trade   secret information that was improperly obtained, or inducing improper   disclosure of confidential information from past or present employees of   other companies is prohibited, even if motivated by an intention to advance   our interests.  If information is   obtained by mistake that may constitute a trade secret or other confidential   information of another business, or if you have any questions about the   legality of proposed information gathering, you must consult your supervisor   or the Disclosure Compliance Monitor, as further described in   Section XI. |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
| **IX.**   | **MISCELLANEOUS GUIDELINES FOR   CONDUCT**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|      | A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Dealing with Competitors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | The making of disparaging remarks to our customers   regarding our competitors is inappropriate and unethical.  Our strategy is to emphasize the quality   and competence of our staff and services.    Employees are prohibited from involving                                                                                                                                                                                                                                                                                                                                                                                                                                                |

9

|   |   | the Company in arrangements with its competitors   that provide for the setting or controlling of rates, prices, or marketing   policies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   | B.     | Gathering Competitive Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   |   | Employees are prohibited from using improper means   of gathering information about competitors.    Theft, illegal entry and electronic eavesdropping are obviously   unacceptable means of searching for competitive intelligence.  In addition, you must not misrepresent   yourself or your situation in order to convince somebody to release   information to you (by posing as a customer, for example), or commission a   third party to do so.  You must not   offer a bribe or a gift in exchange for competitors’ information, nor solicit   confidential information from a competitor’s ex-employee.  Contact the Legal Department or the   Disclosure Compliance Monitor before reviewing or using any competitive   information about which there may be even the slightest question. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   | C.     | Exclusive Dealings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   |   | It is our policy that we do not base the sale and/or   provision of one product or service to a client upon the condition that the   client must purchase a different product or service from us or upon the   condition that the client is prohibited from dealing with other suppliers of   such product or service.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   | D.     | Discrimination and Harassment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   |   | The Company is committed to providing a work   environment free of discrimination and harassment so that our employees will   be able to contribute to their fullest potential and work teams will be able   to harness their best ideas and generate the best possible solutions for our   customers.  Harassment against   employees on the basis of race, religion, gender or any other classification   protected by applicable state or national employment discrimination laws is   illegal and a violation of the Company’s policies.  For more information regarding the Company’s policies   prohibiting discrimination and harassment, including sexual harassment,   please see the Company’s Employee Guidebook.                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   | E.     | Communication of Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|   |   | Employees must communicate information in a manner   that ensures full, fair, accurate, timely and understandable disclosure in   reports and documents that the Company files with, or submits to, government   agencies, including the Securities and Exchange Commission, and in other   public communications.  In all such   communications, the employee must act in good faith, responsibly, with due   care, competence and diligence, without misrepresenting material facts or   allowing one’s independent judgment to be subordinated.  Employees must also provide constituents   with information that is accurate, complete, objective, relevant, timely and   understandable.                                                                                                                      |

10

| **X.**  | **WAIVERS**                                                                                                                                                                                                                                                                                                                                                                                                            |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|    | Any waiver of any provision of   this Code for a member of the Company’s Board of Directors or an executive   officer must be approved in writing by the Company’s Board of Directors and   promptly disclosed in accordance with law.    Any waiver of any provision of this Code with respect any other   employee must be approved in writing by the Company’s Disclosure Compliance   Monitor. |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
| **XI.** | **COMPLIANCE   STANDARDS AND PROCEDURES – REPORTING AND INVESTIGATING MISCONDUCT**                                                                                                                                                                                                                                                                                                                                |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|    | A.                                                                                                                                                                                                                                                                                                                                                                                                                     | Compliance Resources |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   | To facilitate compliance with   this Code, we have implemented a program of Code awareness, training and   review.  We have established the   position of Disclosure Compliance Monitor to oversee this program.  The Disclosure Compliance Monitor is a   person to whom you can address any questions or concerns.  The Disclosure Compliance Monitor, Pamela   Sergeeff, can be reached at extension ____.    In addition to fielding questions or concerns with respect to   potential violations of this Code, the Disclosure Compliance Monitor is   responsible for: |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   | • | training new employees in Code   policies; |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   | • | conducting annual training   sessions to refresh employees’ familiarity with the Code; |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   | • | distributing copies of the   Code annually via email to each employee with a reminder that each employee   is responsible for reading, understanding and complying with the Code; |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   | • | updating the Code as needed   and alerting employees to any updates, with appropriate approval of the Audit   Committee of the Board of Directors, to reflect changes in the law, Company   operations and in recognized best practices, and to reflect Company   experience; and |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   | • | otherwise promoting an   atmosphere of responsible and ethical conduct. |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   | Your most immediate resource   for any matter related to the Code is your supervisor.  He or she may have the information you need,   or may be able to refer the question to another appropriate source.  There may, however, be times when you   prefer not to go to your supervisor.    In these instances, you should feel free to discuss your concern with   the Disclosure Compliance Monitor.  Should   the need arise, the Disclosure Compliance Monitor has direct access to the   Audit Committee and the Board of Directors to address issues that involve   executive officers. |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   | If you have questions about   the Company policy, need guidance on specific situations or want to report   violations of the Code, see Section B below.  In |

11

|   |   | addition, please refer to the   Company’s Whistle Blower Policy and Procedures for Raising Questions   Regarding Accurate Financial and Non-Financial Disclosure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   | B.     | Clarifying Questions and   Concerns; Reporting Possible Violations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   | If you encounter a situation   or are considering a course of action and its appropriateness is unclear,   discuss the matter promptly with your supervisor or the Disclosure Compliance   Monitor; even the appearance of impropriety can be very damaging and should   be avoided.                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   | If you are aware of a   suspected or actual violation of Code standards by others, you have a   responsibility to report it.  You are   expected to promptly provide a specific description of the violation that you   believe has occurred, including any information you have about the persons   involved and the time of the violation.    Whether you choose to speak with your supervisor or the Disclosure   Compliance Monitor, you should do so without fear of any form of   retaliation.  The Company will take   prompt disciplinary action against any employee who retaliates against you,   up to and including termination of employment. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   | Supervisors must promptly   report any complaints or observations of Code violations to the Disclosure   Compliance Monitor.  The information   reported to the Disclosure Compliance Monitor will be retained with the   highest degree of confidentiality that is possible under the   circumstances.  As appropriate, the   Disclosure Compliance Monitor will consult with the Legal Department, the   Human Resources Department, executive officers of the Company and/or the   Chair of the Audit Committee of the Board of Directors.                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   | Anyone can communicate with   the Disclosure Compliance Monitor, either anonymously or by name, by any of   the following methods:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | In writing, addressed to the   Disclosure Compliance Monitor, either by interoffice envelope to Pamela   Sergeeff or by mail to Pamela Sergeeff, 2830 De La Cruz Boulevard, Santa   Clara, California 95050. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | By phone at [omitted]. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | By email to [omitted]. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   | •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | By phoning the Ethics Line   toll free**: |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | -     In   the U.S.: (800) 913-1070 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | -     In   the U.K.: 0-800-032-5992 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | -     In   Japan: 00-531-13-0856 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | -     In   Hong Kong: (800) 96-8496 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | -     In   Korea: 00-308-13-1326 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |   | You may also contact the   Disclosure Compliance Monitor by any of these methods with any questions   about the Code or any other person(s) listed in the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

12

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                        | Company’s Whistle Blower   Policy and Procedures for Raising Questions Regarding Accurate Financial and   Non-Financial Disclosure with any questions relating to it.                                                                                                                                                                                                                                                                                                       |
|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** You may call the toll-free   number anonymously if you prefer, as it is not equipped with caller   identification, although the Disclosure Compliance Monitor will be unable to   obtain follow-up details from you that may be necessary to investigate the   matter.  Whether you identify yourself   or remain anonymous, your contact with the Ethics Line will be kept strictly   confidential to the greatest extent possible within the objectives of the   Code. |
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| **XII.** | **DISCIPLINARY ACTIONS**                                                                                                                                                                                                                                                                                                                                                                                                                    |
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|     | The Company will take   appropriate action against any director, officer or employee whose actions   are found to violate these policies or any other policies of the   Company.  Disciplinary actions may   include immediate termination of employment or business relationship at the   Company’s sole discretion.  Where laws   have been violated, the Company will cooperate fully with the appropriate   authorities. |

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|   | **FORM OF   ACKNOWLEDGMENT OF RECEIPT OF CODE OF PERSONAL AND   BUSINESS CONDUCT AND ETHICS**                                                                                                                                                                                                                                                                                                                     |
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|   | I have received and read the   Company’s Code of Personal and Business Conduct and Ethics.  I understand the standards and policies   contained in the Company Code of Personal and Business Conduct and Ethics and   understand that there may be additional policies or laws specific to my job.  I further agree to comply with the Company   Code of Personal and Business Conduct and Ethics. |
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|   | If I have questions concerning   the meaning or application of the Company Code of Personal and Business   Conduct and Ethics, any Company policies, or the legal and regulatory   requirements applicable to my job, I know I can consult my manager or the   Disclosure Compliance Monitor, knowing that my questions or reports to these   sources will be maintained in confidence.                           |