Code of Conduct and Ethics

Disclosure Regarding Amendments to Code of Conduct

Whistleblower Policy

Audit Committee - Members: Scott McClendon, Mary Losty and Doug Miller; with Mr. Miller serving as chairperson.

Compensation Committee - Members: Staffan Hillberg, Alan Lefkof, and Bill Slavin; with Mr. Lefkof serving as chairperson.

Nominating & Corporate Governance Committee - Members: Staffan Hillberg, Alan Lefkof, Mary Losty and Bill Slavin; with Mr. Hillberg serving as chairperson.


Board of Directors

James F. Brear, a veteran in Silicon Valley has served as President, Chief Executive Officer, and Director of Procera Networks since February 2008. Mr. Brear has grown annual revenues in excess of 700% in less than five years. He completed a public offering of $95M in 2012 and oversaw a successful acquisition in 2013. Under Mr. Brear's leadership, Procera was added to the S&P 600—one of the world's most widely followed stock market indices. Mr. Brear has built Procera into a global leader in its industry, multi-year winner of Deloitte's Fast 500 award and Light Readings Public Company of year finalist in 2012. Prior to Procera, Mr. Brear was a VP of Worldwide Sales at Tasman Networks (acquired by Nortel) and Force10 Networks (acquired by Dell). In addition, he spent five years with Cisco Systems where he held senior management positions in Europe and North America with responsibility for delivering more than $750M in annual revenue. Additionally, Mr. Brear held a variety of management positions at IBM and Sprint Communications. He is a member of the Young Presidents Organization (YPO) and holds a Bachelor of Arts degree from the University of California at Berkeley.

Staffan E.S. Hillberg has served as a member of our Board since January 2007. He is currently a member of the Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Hillberg is currently the Chief Executive Officer of Wood & Hill Investment AB, a private equity group based in Sweden, and has served in this capacity since 2008. From 2004 to 2006, he held the position of Managing Partner at the MVI Group, one of the largest and oldest business angel networks in Europe with over 175 million Euros invested in 75 companies internationally. While at MVI he oversaw a number of successful exits among them, two initial public offerings in 2006 on the AIM exchange in London as well as an initial public offering on the Swiss Stock Exchange. From 2000 to 2003, he ran a local venture capital company as well as co-founded and was the Chief Executive Officer of the computer security company AppGate, from 1998 to 2000, with operations in Europe and the USA, raising US$20M from ABN Amro, Deutsche Telecom and GE Equity. From 1996 to1998, he was also responsible for the online activities of the Bonnier Group, the largest media group in Scandinavia, spearheading their internet activities and heading up their sponsorship of MIT Media Lab. Earlier he was the QuickTime Product Manager at Apple in Cupertino and before this Multimedia Evangelist with Apple Computer Europe in Paris, France, for two years. He has extensive experience as an investor and business angel having been involved in the listing of two companies in Sweden, Mirror Image and Digital Illusions, where the latter was acquired by Electronic Arts. Mr. Hillberg attended the M.Sc. program at Chalmers University of Technology in Sweden and has an MBA from INSEAD in France.

Douglas S. Miller has served as a member of our Board since May 30, 2013. He is currently a member of our Audit Committee. Previously, Mr. Miller served as senior vice president, chief financial officer and treasurer of Telenav, Inc., a wireless application developer specializing in personalized navigation services, from May 2006 until June 2012, and worked as a consultant for the company from June 2012 to December 2012. During his time at Telenav, Inc., Mr. Miller led the May 2010 IPO of the company. From July 2005 to May 2006, Mr. Miller served as vice president and chief financial officer of Longboard, Inc., a privately held provider of software products for the telecommunications industry. From October 1998 to July 2005, Mr. Miller held various management positions at Synplicity, Inc., a publicly traded electronic design automation software company acquired by Synopsys, Inc., including senior vice president of finance and chief financial officer. Mr. Miller also served as vice president and chief financial officer of 3DLabs, Inc., a publicly held graphics semiconductor company, from April 1997 to May 1998, and as a partner at Ernst & Young LLP, a professional services organization, from October 1991 to April 1997. Mr. Miller is a certified public accountant (inactive). He holds a B.S.C. in Accounting from Santa Clara University.

Alan B. Lefkof has served as a member of our Board since August 2012 and currently serves on the Compensation and the Nominating & Corporate Governance Committees. He served as Corporate Vice President and General Manager of Motorola, Inc. and then the spinoff, Motorola Mobility Holdings, Inc., from February 2007 to February 2012. During the first three years of this five year period, he led the Broadband Solutions Group within the Home Division and then later was responsible for establishing the Software Solutions Group, where he sponsored and integrated several software company acquisitions. Mr. Lefkof served as a Director and as President and Chief Executive Officer of Netopia, Inc., a developer of broadband networking equipment and carrier-class software for the remote management of broadband services (NASDAQ: NTPA), from June 1996 until it was acquired by Motorola, Inc. in February 2007. Prior to Netopia, Inc., Mr. Lefkof was President of Farallon Communications Inc., a local area networking company, from 1991 to 1996. From 1988 to 1990, he was President of the GRiD Division of Tandy Corporation, where Mr. Lefkof led the enterprise division for personal computers and laptops. Prior to that time, from 1982 to 1987, Mr. Lefkof held various positions with GRiD Systems Corporation, a Laptop and Pen-based computer company, including Chief Financial Officer, Vice President of Marketing and Director of Product Management. Mr. Lefkof began his career at McKinsey & Company, Inc., where he was a management consultant and held positions ranging from associate to senior engagement manager from 1977 to 1981. Mr. Lefkof earned an MBA in General Management from Harvard Business School and a BS in Management from Massachusetts Institute of Technology. Mr. Lefkof currently serves on the board of directors of Cognitive Electronics, Inc., a privately held company focused on Big Data analytics, and has previously served on the Board of Directors of other privately-held software companies. He also served as a member of the Board of Directors and was a member of the Audit and Compensation Committees of QuickLogic Corporation (NASDAQ: QUIK) from 2002 to 2004.

Mary M. Losty has served as a member of our Board since March 2007. She is currently a member of the Audit and Nominating and Corporate Governance Committees. Ms. Losty retired in 2010 as the General Partner at Cornwall Asset Management, LLC, a portfolio management firm located in Baltimore, Maryland, where she was responsible for the firm’s investment in numerous companies since 1998. Ms. Losty’s prior experience includes working as a portfolio manager at Duggan & Associates from 1992 to 1998 and as an equity research analyst at M. Kimelman & Company from 1990 to 1992. Prior to that she worked as an investment banker at Morgan Stanley and Co., and for several years prior to that she was the top aide to James R. Schlesinger, a five-time U.S. cabinet secretary. Ms. Losty received both her BS and JD from Georgetown University, the latter with magna cum laude distinction. She is a member of the American Bar Association and a commissioner for Cambridge, Maryland’s Planning and Zoning Commission. Ms. Losty sits on the board of directors of the American Board of the United Nations University for Peace, an institution which enjoys the exclusive status of being sanctioned by all 192 member states of the United Nations, and was a director of Blue Earth, Inc. (formerly Genesis Fluid Solutions Holdings, Inc.) from 2009 to 2011. Ms. Losty was also a director of TWL Corporation from 2008 to 2009.

Scott McClendon has served as a member of our Board since March 2004 and as Chairman of the Board from November 2007 to October 2014. He is currently a member of the Audit and Compensation Committees. Mr. McClendon has been the Chairman of the Board of Directors for Overland Storage (NASDAQ: OVRL) since March 2001. He also served as Overland’s interim Chief Executive Officer from November 2006 to August 2007 and its President and Chief Executive Officer from October 1991 to March 2001, and was an officer and employee until June 2001. Prior to his tenure with Overland, he was employed by Hewlett Packard Company, a global manufacturer of computing, communications and measurement products and services, for over 32 years in various positions in engineering, manufacturing, sales and marketing. He last served as the General Manager of the San Diego Technical Graphics Division and Site Manager of Hewlett Packard in San Diego, California. Mr. McClendon was a director of SpaceDev, Inc., an aerospace development company, from 2002 to 2008. Mr. McClendon holds a BSEE and an MSEE from Stanford University.

Tom Saponas has served as a member of our Board since April 2004 and as our Chairman since October 2014. He is currently a member of the Audit Committee. Mr. Saponas was, until his retirement in 2003, the Senior Vice President and Chief Technology Officer for Agilent Technologies, the $8B spin-off of Hewlett Packard Company in 1999. Mr. Saponas was responsible for establishing Agilent's long-term technology strategy and directly supervised its central research lab. Prior to this, he was Vice President and General Manager of the Electronic Instruments Group at Hewlett Packard where he led eight divisions and 5 operations in the U.S., China, Korea, Germany, France and Canada . In addition, during his time at HP he held various positions in R&D, Marketing and General Management. He was the General Manager of the Colorado Springs Division and also the Lakes Stevens Division. In these roles he was responsible for HP's world-wide R&D, marketing and manufacturing of oscilloscopes, logic analyzers and data acquisition systems and vector signal analyzers, as well as having manufacturing responsibility for HP's thin and thick film microcircuits. In 1986 he took a one-year leave from HP when awarded a White House Fellowship. He served as a Special Assistant to the Secretary of the Navy and was awarded the Superior Civil Servant for a major cost-saving initiative. Mr. Saponas has a B.S. degree in Computer Science and Electrical Engineering and an M.S. degree in Electrical Engineering from the University of Colorado.

William E. Slavin has served as a member of our Board since October 2010. He is currently a member of the Compensation and Nominating & Corporate Governance Committee. Mr Slavin is a retired executive with over 35 years of global leadership in the technology industry. He is an accomplished IBM executive who helped establish the business consulting and systems integration business at IBM. He held various executive positions in the US, Asia and Europe, and served on IBM's Corporate Senior Leadership Team and the Global Management Board for Business Consulting Services, the organization formed with the acquisition of PriceWaterhouse Coopers Consulting. His last assignment was to lead acquisitions and divestitures for the new Business Consulting Services. Prior to joining IBM, Mr. Slavin was a partner with KPMG, where he was responsible for the western US technology consulting practice. He founded of Slavin Associates, a technology consulting firm, that was merged into Peat Marwick. Prior to Slavin Associates, he was a Principal with A.T. Kearney, and held technical management positions with Control Data Corporation and Lockheed Missiles and Space Co. Mr. Slavin earned his MBA from the University of Santa Clara and BA from Clarement McKenna College with majors in economic theory and mathematics.

Our executive officers are elected by the Board of Directors on an annual basis and serve at the discretion of the Board of Directors, subject to the terms of any employment agreements with us, until their successors have been duly elected and qualified or until their earlier resignation or removal. There are no family relationships between any directors and executive officers.