A Message from Mark Barrenechea

Dear fellow SGI colleagues:

SGI has been a global leader in the area of high-performance computing and data center technologies for many years. The trust and respect that comes with this position of leadership demands our continued investment in this company and its people, and our ongoing commitment to our customers, investors, and business partners. The cornerstone of any successful policy is, and must always be, a commitment to the highest standards of honesty, integrity and fair dealings. The reputation of SGI depends on these basic principles. Unyielding personal integrity is the foundation of corporate integrity.

With our global presence today, the importance of conducting ourselves above reproach is that much greater. We want to be a company that is able to reach out to new customers and opportunities anywhere in the world, a company that leads through example as much as through innovation, and of course, a company that we are all very proud of. To build lasting relationships in this ever-changing world is only possible where trust and a sense of commitment are shared by customers and business partners alike.

While we all know that actions speak louder than words, we also know that establishing the guiding principles upon which this company operates is essential to our success. As such, I invite everyone at SGI, as well as our customers, business partners, and investors, to review the policies and principles set forth in this Code of Business Conduct & Ethics. Knowing what we stand for, and how we enforce these standards, is essential to understanding SGI and its commitment to succeed globally.

Mark Barrenechea
Chief Executive Officer

Silicon Graphics International Corp. ("SGI") and its employees are committed to maintaining the highest standards of business conduct and ethics. This Code of Business Conduct & Ethics (the "Code") reflects the business practices and principles of behavior that support this commitment. We expect every employee, officer and board director to read and understand the Code and its application to the performance of his or her business responsibilities. Adherence to the Code is a pre-requisite to continued employment with SGI.

This Code addresses conduct that is particularly important to SGI's proper dealings with the people and entities with whom we interact, but it is only a part of our commitment. It is the responsibility of each employee to apply common sense, together with his or her own highest personal ethical standards, in making business decisions where there is no stated guideline in the Code. Officers, managers and supervisors of SGI are expected to help foster this sense of responsibility in their employees and to assist them in resolving any issues related to this Code.

Often ethical issues can be complex or involve unfamiliar rules or areas of the law. You should not hesitate to raise such issues to your manager, your division's Vice President, or SGI Legal Services. In addition, you should be alert to possible violations of the Code by others and report suspected violations, without fear of any form of retaliation. The sections that follow detail the many compliance resources available to you, including the process of reporting any suspected violations of this Code or other forms of misconduct.

SGI employees should also remember that the actions of their family members, which include significant others and those who live in their household, may also raise ethical issues to the extent they involve SGI business. For example, acceptance of inappropriate gifts by a family member from one of our suppliers or customers could create a conflict of interest and result in a Code violation attributable to you. Consequently, in complying with the Code, you should consider not only your own conduct, but also the conduct of those closest to you.

SGI takes its commitment to this Code seriously. Any employee who violates the Code may be subject to disciplinary action, which, depending on the nature of the violation and the history of the employee, may range from a warning or reprimand to more severe disciplinary action, including termination of employment. In appropriate cases, violations could lead to civil legal action or referral for regulatory or criminal prosecution.

Please note that, in addition to this Code, SGI periodically adopts policies and procedures that address more specific issues or conduct related to the company. Employees, officers and directors are expected to comply with these as well. A list of all existing SGI policies and procedures is available on the SGI Intranet site at http://hrcentral.corp.sgi.com/. These policies may be updated from time to time.

The Code is also subject to, and modified accordingly to ensure compliance with, any conflicting law or other legal requirements, with the remainder of the Code and SGI's practices applying without modification. This includes, without limit, any legal or regulatory requirements based on local jurisdictions.

Finally, nothing in the Code is intended to alter the at-will employment policy of SGI as applicable to all United States employees.

SGI is committed to a set of values that are at the heart of everything we do - that remind us of what sets us apart from our competitors and inspires us each day. These values are:

• Honesty & Integrity - this above all else
• Excellence & Hard Work - in everything that we do
• Innovation & Ingenuity - always staying on the cutting edge
• Fairness & Respect - a way of life at SGI

For our customers, this means providing products that are safe, reliable, and of the highest quality, and providing service that is both prompt and responsive. For our employees, this means creating a work environment that encourages creativity, recognizes accomplishment, and gives everyone a chance to make a difference and share in the Company's success. For our stockholders, this means creating sustainable value through long-term growth and profitability; providing accurate, timely information about our operations; managing our Company responsibly; and conducting all aspects of our business honestly.

The commitment of each and every SGI employee to these values is essential to the success of the Company. Indeed, adhering to these values is a full-time commitment. As representatives of the Company, employees are expected to act responsibly in their communities as well, respecting the environment and the people they come into contact with in all aspects of their lives. We all depend on one another to do the right thing in making business decisions and carrying out our work responsibilities on a daily basis.

The purpose of this Code is to provide guidance, to deter wrongdoing and to promote SGI's values. Certain activities receive particular attention in this Code, including the avoidance of conflicts of interest, especially between work and personal affairs; the importance of fair, accurate and timely disclosures of information required by law; the creation of a robust compliance framework, including a reporting mechanism for violations of this Code or other misconduct; and the establishment of a "global" business mindset that ensures employees conducting business in (or with) other countries are cognizant of all international and host-nation requirements.

Laws and standards for business conduct are becoming increasingly complex and demanding, and failure to meet these standards may harm SGI, its subsidiaries and its people. The standards set forth in this Code are intended to assist everyone working for or on behalf of an SGI division or subsidiary in handling a variety of business situations. At all times, we want to convey that SGI and its subsidiaries are companies of uncompromising integrity and professionalism.

Together, we at SGI ensure that our business dealings with the government are honest, fair and transparent.

THE CODE & POLICIES APPLY TO EVERYONE AT SGI

All members of the Board of Directors, officers, and employees at every level of SGI and its subsidiaries throughout the world are responsible for understanding and complying with the Code and all applicable SGI policies. The Code applies everywhere, in all facets of our business. By working for SGI or one of its subsidiaries, you are agreeing to help ensure that SGI upholds its commitment to this Code.

SGI also requires its suppliers, including consultants and contractors, and its channel partners, to conduct their businesses in a legal and ethical manner. In certain instances, SGI agreements with third parties may include requirements for those persons or companies to comply with relevant aspects of SGI policies.

In such instances, SGI managers and employees responsible for such third-party relationships should:

• Consider whether those persons and companies require additional education on the requirements imposed by SGI policies, and
• Take necessary action, up to and including contract termination, in the event that any employee or agent of the third-party fails to honor his or her agreement to abide by SGI policies.

COMPLIANCE WITH ALL APPLICABLE LAWS

SGI employees are also subject to the laws and regulations of the country where they are working at any given time. Because Silicon Graphics International Corp. is organized as a U.S. public company, U.S. law often will also apply. In some instances, U.S. law may apply to conduct that takes place outside the U.S.-for example, in the case of anti-corruption and bribery laws (such as the FCPA) and export compliance laws (such as the EAR). If you think there may be a conflict between the various laws that apply to your activities, or between local laws and this Code, always contact SGI Legal Services for advice.

Finally, SGI and its subsidiaries will periodically issue corporate and regional policies that contain detail and specificity beyond the standards contained in this Code. You must follow those policies and procedures in addition to this Code. These policies can be found on www.corp.sgi.com or the corporate intranet in each of our global regions. If you have questions about a Code provision or are otherwise uncertain about a particular course of action, you should use the many resources that are available to you for assistance.

APPLICABILITY TO GOVERNMENT BUSINESS

Finally, it is important to note that SGI does a significant amount of business with the United States Government through its wholly-owned subsidiary, SGI Federal, Inc. SGI understands the importance of complying with the many laws and regulations unique to the Government and those who do business with it. This includes not only direct sales with the Government, but also the sale of SGI products and services to companies, such as integrators, resellers and channel partners, who in turn offer our products and services to the Government as an end-user. Additionally, it includes any work performed by SGI that is funded, at least in part, with federal funds or in which the federal Government has an interest. Additional information regarding these rules and regulations is provided in the sections that follow.

CHANGES TO THE CODE

The Code is reviewed by the Nominating and Corporate Governance Committee of the Board of Directors ("Nominating & Corporate Governance Committee"). Changes to the Code may be made from time to time, as necessary. Any such changes will be posted on the SGI Intranet website at http://hrcentral.corp.sgi.com/PoliciesGuidelines/. An announcement of such changes will also be provided to all employees. Any waiver of the Code for any member of the Board of Directors, chief executive officer or senior financial officer of the Company also requires the approval of the Nominating & Corporate Governance Committee.

SGI will promptly disclose any changes or waivers to the Code as required by law or stock exchange regulations. Questions about the application of this Code, or any changes to or waivers related thereto, should be directed to the General Counsel or Compliance Officer.

THINKING BEYOND THE CODE

No set of business guidelines can anticipate every possible situation. In situations that are not addressed by the Code, determining the right course of action often requires asking the right questions and seeking guidance from those with the background or experience to frame the question properly or understand the issue fully. At a minimum, employees are invited to ask the following questions in determining a course of action not specifically described herein:

• Is the activity legal and ethical?
• Is it the "right" thing to do? Would I still do this if this were my own company?
• Is it something I could tell my family?
• How will this action look if it were reported in the media?
• Will this action have a negative impact on those it affects?
• Would failing to act make the situation worse or allow a "wrong" to continue?

Additional resources you can call on for guidance include your immediate or divisional managers, any executive, including the General Counsel, and, depending on the nature of the issue, one of SGI's internal resource groups, such Human Resources, Legal Services, Finance or the Export Compliance Group. You may also contact the SGI Integrity Line at 866.480.6137 (dial the AT&T access code for your country first outside the U.S. and Canada for toll-free access) or submit a report online at sgi.alertline.com. Information on various corporate and regional policies may also be found on our corporate intranet at http://hrcentral.corp.sgi.com/Policies/Guidelines or on the corporate intranet in each of our global regions.

Ultimately, it doesn't matter which of these resources you use as long as you seek guidance when you are uncertain or concerned about a situation. We all work together to maintain an ethical business environment.

DISCIPLINARY POLICIES

• Actions that violate this Code or SGI's policies;
• Asking others to violate this Code or SGI's policies;
• Failure to promptly raise a known or suspected violation of this Code or SGI's policies;
• Failure to cooperate in SGI investigations of possible violations; or
• Retaliation against another employee for reporting a compliance concern.

Please remember that any violation of the above may also constitute a violation of the law, potentially subjecting you and/or SGI to criminal penalties or civil fines. This Code does not in any way limit the "at will" employment relationship between you and SGI. Nor does it limit SGI's ability to impose disciplinary action in response to other types of employee misconduct not specifically addressed herein.

REPORTING POTENTIAL VIOLATIONS OF THIS CODE OR THE LAW

In order to fulfill its commitment to act with integrity, SGI relies on its employees to speak up when they encounter a possible violation of the law or SGI policy. This is one of our most important responsibilities. SGI has an "Open Door" Policy that encourages employees to discuss in private and without fear of retaliation any matter of concern or any idea that may help SGI succeed. You should speak up if you believe that someone acting on behalf of SGI has done - or may likely do - something that violates the law, the standards set forth in this Code or any SGI policy. Reporting is also necessary so that the compliance framework can be strengthened, something that benefits SGI, its customers and investors. You may report potential misconduct directly to your supervisor, to the SGI Compliance Officer, the SGI Integrity Hotline, the sgi.alertline.com website or to the SGI Audit Committee of the Board of Directors ("Audit Committee"). For additional details regarding this process, please refer to the section of the Code entitled "Commitment to a Robust Compliance Program."

SGI strives to outperform our competition honestly and fairly. Advantages over our competitors are to be obtained through superior performance of our products and services, not through unethical or illegal business practices. Many of the policies set forth below echo this basic principle of fair dealings, including those that address the receipt and use of proprietary information, particularly from our suppliers, customers or business partners; those designed to avoid conflicts of interest or similar issues; and those that address our dealings with unique entities such as the federal government and the governments of other nations. Still other policies address how we conduct ourselves with respect to each of those we come into contact with in the course of performing our duties, including customers, suppliers, third parties and government officials.

Employees involved in the contracting or procurement process have a special responsibility to adhere to principles of fair competition in the purchase of products and services by selecting suppliers based exclusively on normal commercial considerations, such as quality, cost, availability, service and reputation, and not on the receipt of special favors.

AVOIDING CONFLICTS OF INTEREST

We respect the rights of our employees to manage their personal affairs and investments and do not wish to impinge on their personal lives. At the same time, employees should avoid conflicts of interest that occur when their personal, financial, social or political interests interfere, in any way, with the performance of their duties or the best interests of SGI. Conflicts can result from an expectation of personal gain, either now or in the future, or from a need to satisfy a prior or concurrent personal obligation. Even the appearance of a conflict of interest where none actually exists can be damaging and should be avoided.

The following activities are prohibited by SGI because of the substantial likelihood of an improper conflict arising:

• The use of SGI property, position or information for personal gain;
• Taking personal advantage of a business opportunity developed, received or made available by SGI and/or the use of SGI property, employees, information or position;
• Competing with SGI, which means engaging in a line of business pursued by SGI or any situation where you take away from SGI opportunities for sales of products or services;
• Obtaining employment with (including consulting for) any competitor of SGI or serving on the board of directors of any competitor; and
• Having a substantial personal or family financial interest in any SGI supplier, customer, reseller or competitor that may give rise to a conflict of interest.

Employees may not engage in, or solicit other SGI employees to engage in, such activities unless an exception to SGI policy is granted by either the General Counsel or the Nominating & Corporate Governance Committee. Other opportunities or conduct may also create an improper conflict of interest, depending on the facts and circumstances involved. Employees contemplating any of the following should notify their supervisor and request approval from a Vice President or the General Counsel in advance:

• Employment by (including consulting for) a customer or supplier or other service provider.
• Service on the board of any customer, supplier, service provider, or other potentially conflicting business. Any director or employee that desires to join the board must (i) provide a reasonably detailed description of such services to be performed and the potential benefits to SGI of such service and (ii) obtain prior approval of the majority of the disinterested directors of such service.
• Owning, directly or indirectly, a significant financial interest in any entity that does business, seeks to do business or competes with SGI. If you would like to acquire a financial interest of that kind, you must seek approval in advance. In evaluating a request, the following factors will likely be considered in determining if an improper conflict exists: (i) the size and nature of the investment; (ii) the nature of the relationship between the other entity and SGI; (iii) the employee's access to confidential information; and (iv) the employee's ability to influence SGI decisions.
• Soliciting or accepting gifts, favors, loans or preferential treatment from any person or entity that does business or seeks to do business with us.
• Soliciting contributions to any charity or for any political candidate from any person or entity that does business or seeks to do business with us.
• Conducting SGI business transactions (in any capacity) with your family member or a business in which you have a significant financial interest. Such material, related-party transactions require prior approval of the Audit Committee and, if they involve any executive officer or board member, will be disclosed as required by applicable laws and regulations.
• Exercising supervisory or other authority on behalf of SGI over a co-worker who is also a family member. The employee's supervisor and/or the Compliance Officer will consult with the Human Resources department to assess the advisability of reassignment.
• Loans to or guarantees of obligations of employees or their family members by SGI. Such loans could constitute an improper personal benefit to the recipients of these loans or guarantees, depending on the facts and circumstances. Some loans are expressly prohibited by law and applicable law may require that the SGI Board of Directors approve certain loans and guarantees.

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 SGI, you should discuss the matter with your supervisor or the Vice President of your department, who will in turn consult with the General Counsel. Please note that supervisors may not authorize conflict of interest matters or make determinations as to whether a conflict of interest exists without first seeking the approval of the General Counsel. If the supervisor is involved in the potential or actual conflict, you should discuss the matter directly with the General Counsel.

Executives and members of the Board of Directors should disclose potential conflicts directly to the General Counsel who will in turn notify the Nominating & Corporate Governance Committee. Conflicts of interest involving the General Counsel shall be disclosed directly to the Nominating & Corporate Governance Committee.

Ultimately, many conflicts of interest can be resolved in a simple and mutually acceptable way. However, some situations are complex and require significant consideration by the Company. When in doubt, share the facts of your situation with your manager, Vice President, or the General Counsel.

PROHIBITION AGAINST INSIDER TRADING

Our customers place a great deal of trust and confidence in SGI and its employees. So too do our investors. In order to protect this trust, and to ensure full compliance with the law, all SGI Board members, employees, and contractors are prohibited from trading SGI stock while possessing material, non-public information. Nor can they disclose material, non-public information to anyone else so that they can trade (often referred to as offering a "tip"). Finally, SGI policy prohibits an SGI employee from trading in the stock of other companies if the SGI employee has knowledge of material, non-public information about such other companies. Anyone caught violating the above is subject to civil liability and criminal penalties, as well as disciplinary action by the Company, including potential termination of employment.

Material, non-public information is any information that a reasonable investor would consider important in making a decision to purchase, sell, or hold SGI stock. Examples of material, non-public information may include information concerning unreleased financial results; projections of future earnings or losses; top management or control changes; unannounced major products, contract awards or cancellations; scientific, clinical or regulatory results; significant write-offs; significant litigation; changes in pricing policy; notice of issuance of patents; and undisclosed information regarding potential mergers, acquisitions or strategic partnership plans. "Trading" includes engaging in short sales, transactions in put or call options, hedging transactions and other inherently speculative transactions. There is no "de minimis" test for insider trading. SGI employees are instructed that the use of inside information to gain personal benefit is as illegal with respect to a few shares of stock as it is with respect to a large number of shares. Ultimately, the mere appearance of insider trading is as unacceptable to SGI as is the fact of its occurrence.

Some transactions directly with SGI are permissible, such as the exercise of stock options or purchases under the SGI's employee stock purchase plan. However, the subsequent sale or other disposition of such stock is fully subject to the above and other restrictions. If you are unclear whether a certain activity would be appropriate, you should raise the issue with SGI Legal Services or the Compliance Officer.

Additional information on SGI's Insider Trading Policy is located on the SGI Intranet site at: http://hrcentral.corp.sgi.com/PoliciesGuidelines/.

FINANCIAL STATEMENT INTEGRITY AND BUSINESS RECORDS

The integrity of SGI's financial records is critical to the operation of our business and is a key factor in maintaining the confidence and trust of our employees, customers, stockholders and other constituents. We must ensure that all business transactions are properly recorded, classified and summarized in accordance with SGI's accounting and financial policies, which require compliance with U.S. Generally Accepted Accounting Principles ("GAAP") and applicable laws and regulations. It is a violation of SGI's policy to misrepresent or otherwise knowingly compromise the integrity of SGI's financial statements. While a complete list of acceptable and prohibited activities is not possible here, the following provides a good reference point to assist you complying with your obligations hereunder:

At SGI, we:

• Keep accurate and complete books and records to reflect all business transactions;
• Maintain an effective system of internal controls over financial reporting;
• Preserve documents and records that are known to be relevant to pending or reasonably foreseeable litigation, audits or investigations, and as directed by SGI counsel;
• Use care to make documents that we create accurate and truthful;
• Retain company records to comply with our obligations;
• Make appropriate use of and keep our computers and networks secure;
• Safeguard confidential, proprietary and personal information; and
• Protect our intellectual property and respect that of others.

We do not:

• Misrepresent, mislead or obscure the true nature of any financial or non-financial transactions;
• Put personal interests ahead of SGI's best interests;
• Use SGI's resources, intellectual property, time, facilities, funds and other assets for personal gain or improper purposes;
• Establish any undisclosed, unrecorded or secret SGI fund or asset for any purpose;
• Enter into any transaction or agreement that accelerates, postpones or otherwise manipulates the accurate and timely recording of business revenues or expenses;
• Make any payment regardless of size on SGI's behalf without adequate supporting documentation or for any purpose other than as described in such documentation; or
• Allow access to SGI funds or assets without proper authorization.

All employees are expected to comply with all SGI finance policies in the conduct of SGI's business activities, both domestically and abroad. You may access the finance policies on our corporate intranet at http://www-finance.corp.sgi.com/policy/policy.html.

RELATIONSHIPS WITH AUDITORS

It is expressly against SGI policy to unduly or fraudulently influence, coerce, manipulate or mislead independent or internal auditors regarding financial statements, processes or internal controls. You may not engage, directly or indirectly, any outside auditor of SGI to perform any audit, audit-related, tax or other services, including consulting, without written approval from the CFO or Chief Accounting Officer and the Audit Committee of the SGI Board of Directors. To preserve our outside auditors' independence, SGI's general policy is that we will not hire or discuss an offer of employment with any employee of our outside auditor. Exceptions to this policy may only be granted by the CFO or Controller after consulting with SGI Legal Services.

LEGAL PROCEEDINGS AND RETENTION OF RECORDS

Lawsuits, legal proceedings and investigations concerning SGI must be handled promptly and properly. SGI must cooperate with appropriate government inquiries and investigations. You are required to contact SGI Legal Services immediately in the event you become aware of a threatened lawsuit, legal proceeding or investigation brought by private parties or by any governmental agency. Records relevant to a lawsuit, legal proceeding or investigation must not be altered or destroyed, and must be promptly produced and turned over to SGI Legal Services upon request. If you receive a "Legal Hold Notice", or similar directive instructing you preserve or protect certain information, you must immediately notify SGI Legal Services and forward the Notice accordingly. Similarly, SGI Legal Services may direct you to preserve or protect certain information. If you are uncertain what information is covered by such a Notice or directive, you should contact SGI Legal Services immediately.

If you are involved on SGI's behalf in a lawsuit or other legal dispute, you must avoid discussing it with anyone inside or outside of SGI without prior approval of SGI Legal Services. You are required to cooperate fully with SGI Legal Services in the course of such lawsuit, legal proceeding or investigation.

Each of us must take care to safeguard SGI resources and assets, including protecting them from unauthorized use. This includes all physical assets at any of SGI's locations worldwide, as well as the protection of information resources. It also includes the protection of SGI's various computing and communications tools (collectively referred to as our "networks"), which we use to facilitate our business, both internal and external to SGI, and any information contained on these networks.

PROTECTING SGI PROPRIETARY AND CONFIDENTIAL INFORMATION

One of our most important assets is our confidential information. As an employee of SGI, you may learn of information about SGI that is confidential and proprietary. Employees who have received or have access to such information should take care to keep this information confidential and to only use it for SGI purposes.

Confidential information includes non-public information that might be of use to competitors or harmful to SGI or its customers if disclosed, such as business, marketing and service plans, financial information, product architecture, source codes, engineering ideas, designs, databases, customer lists, pricing strategies, personnel data, personally identifiable information pertaining to our employees, customers or other individuals (including, for example, names, addresses, telephone numbers and social security numbers), and similar types of information provided to us by our customers, suppliers and partners. This information may be protected by patent, trademark, copyright and trade secret laws.

Materials that contain confidential information, such as memos, notebooks, computer disks and laptop computers, should be stored securely. All SGI emails, voicemails and other communications are presumed confidential and should not be forwarded or otherwise disseminated outside of SGI, except where required for legitimate business purposes. In addition, employees may not discuss confidential information (including even its existence) with any unauthorized individuals. This prohibition applies to internet posting or other online discussions as well, whether you use your own name, a pseudonym or avatar, or post anonymously. When in public, be cautious when discussing sensitive information with another SGI employee.

There may be occasions where, in order to perform Company business, persons outside SGI should be given access to confidential information of the Company. Prior to sharing such information, you must (i) obtain approval for its release to the outside party from SGI Legal Services and (ii) obtain an approved and signed Non-Disclosure Agreement ("NDA") from the recipient of the information.

Employees are reminded that the confidentiality of proprietary information imposed under SGI's standard confidentiality agreement remains in effect even after your employment with SGI ends. Likewise, SGI requires new employees to honor any continuing confidentiality obligations that they have with previous employers.

PROTECTING SGI'S INTELLECTUAL PROPERTY RIGHTS

SGI's intellectual property rights, including patents, trademarks, copyrights and trade secrets, are essential to the success of our business. SGI's agreements with its employees and various laws provide that any work made, conceived or reduced to practice by employees or contractors during the period of their service to SGI belongs to SGI. All work product is to be promptly disclosed and, if required, assigned to SGI. All employees and contractors must cooperate with SGI, as necessary, to perfect SGI's intellectual property rights or to protect them from infringement. More information regarding the use and protection of SGI's intellectual property rights is available on the Global Legal Services home page on our corporate intranet at http://legal.corp.sgi.com.

PUBLIC DISCLOSURE

Confidential information may only be released publicly through approved channels (i.e. usually through a press release, an SEC filing or a formal communication from a member of senior management) or SGI may be in violation of SEC Regulation Fair Disclosure ("Regulation FD"). Only certain employees and officers of the company are authorized to make public disclosures or to discuss the state of SGI's financial and business performance with outsiders such as industry analysts, journalists and current or prospective investors. These include the Chief Executive Officer, the Chief Financial Officer, the Public Relations and Investor Relations teams, and other individuals expressly authorized by such persons to engage in discussions of this nature. Any other employees receiving inquiries from such persons should refer the inquiry to the appropriate individuals, without comment.

PROPER USE OF SGI NETWORKS

All SGI policies apply equally to our networks. SGI's networks include, among other things, desktop systems and laptops, servers, internal and external networks, electronic mail, telephone and fax systems, and postal systems. SGI networks are to be used in a way that is consistent with our business objectives and policies. Use good judgment in protecting information contained on the network; do not assume that any network communication is secure. If you suspect that a breach of our networks has occurred, or information on the network has been improperly disclosed, lost or otherwise mishandled, please notify your supervisor and/or IT immediately.

Protecting SGI's network resources also means that employees use those networks properly and not for any unauthorized or illegal use. As a practical matter, we recognize that employees may occasionally use our networks for personal use. However, employees are prohibited from using SGI's information systems to conduct any illegal or unethical activity, whether or not such activity is explicitly covered in this Code. For example, employees may not use SGI's systems to publicly transmit confidential or proprietary information, to engage in illegal gambling or to download pirated music. Employees should understand that our networks and the software and information stored or communicated on them are SGI's property. Employees have no privacy rights in these materials. SGI reserves the right to examine, use, copy and/or delete user files, and to review communications on its networks, for purposes that SGI determines are consistent with its business interests.

Employees who have questions or concerns regarding the use of SGI networks should discuss these issues with their supervisor or the Chief Information Officer, or should contact SGI Legal Services.

As a part of doing business, SGI employees may come into possession of third-party property, including equipment, hardware and other tangible items; sensitive or confidential information; software or data; and other forms of property. Often times SGI employees are required to sign non-disclosure agreements prior to the receipt of the above. The protection of this property against loss, inadvertent disclosure or misuse is essential to not only complying with the law but maintaining the trust we have with our customers, suppliers, business partners, and others. If you have any questions regarding the handling of third-party property, or if you believe that you should not have received it, please contact your supervisor immediately and seek guidance.

HANDLING CONFIDENTIAL INFORMATION

Particular sensitivity exists when we receive certain types of confidential or proprietary information from or about competitors, customers or suppliers. Such information may be given to us in writing under a formal confidentiality agreement with specific procedures for its use and protection, or may be received informally, in conversation or otherwise. You must treat this information in the same manner as you are required to treat SGI's own confidential and proprietary information. There may even be times when you must treat as confidential the fact that we have an interest in, or involvement with, another company.

For more information, see the section of this Code entitled "Fair Trade Standards."

PROTECTING PERSONAL INFORMATION & PRIVACY

SGI has a responsibility to protect the privacy of information that customers, consumers and employees entrust to us. Individuals who do not have a business reason to access this information should never seek to do so, and those who do have a legitimate access should take care to ensure that no unauthorized release or use of private customer, consumer or employee information ever occurs. Customer and consumer privacy is an important area where rules are still developing, both within and outside the U.S. SGI is committed to monitoring evolving privacy standards and may, from time to time, develop additional policies in light of them.

RESTRICTIONS ON THE USE OF COPYRIGHTED MATERIAL

Unauthorized copying and distribution of copyrighted material is illegal and can expose both you and SGI to severe civil and criminal liability. This prohibition applies to all types of copyrighted works, including music, movies, software, technical documentation, and other literary and artistic works. You must not make, store, transmit or make available unauthorized copies of copyrighted material using SGI's computer networks or storage media. Nor may you use peer-to-peer file transfer services, or take other actions likely to promote or lead to copyright infringement. In addition, you must not use copyrighted material in your own work. In some instances, SGI may have a license to use certain copyrighted materials. Please consult with SGI Legal Services or the IT Department (in the case of application software) to determine if such a license exists. For more information on the use of copyrighted material, please visit the Global Legal Services home page on our corporate intranet at http://legal.corp.sgi.com.

Business gifts and entertainment are meant to create goodwill and sound working relationships and not to gain improper advantage with customers or facilitate approvals from government officials. This principle applies to our transactions everywhere in the world, even where the practice is widely considered "a way of doing business." The exchange, as a normal business courtesy, of meals or entertainment (such as tickets to a game or the theatre or a round of golf) is a common and acceptable practice as long as it is not extravagant. However, gifts that constitute bribes or kickbacks; gifts in cash; gifts made or received on a regular or frequent basis; gifts that violate the law; and gifts that create the general appearance of impropriety are prohibited by SGI.

RECEIVING GIFTS AND BUSINESS COURTESIES

It is sometimes customary for persons transacting business with each other to provide or accept gifts, meals or similar business courtesies. SGI employees may not accept cash gifts for any purpose and should never accept a gift, favor or form of entertainment if there is any expectation of a return favor. Employees should also ask how the receipt of a gift might appear to a third-party, like a fellow employee, an SGI stockholder or a competitor of the supplier. Avoiding even the appearance of impropriety must be a priority. Employees in a position to influence purchasing or sourcing decisions have an added obligation to take special care in this area. Ultimately, our customers, suppliers and the public at large should know that our employees' judgment is not for sale.

Certain items of nominal value may be received as permissible gifts. This includes promotional items given in the normal or ordinary course of business and reasonably-priced meals where substantive business discussions occur; however, you should note the special rules that apply to our Government business described below. If you are unsure whether an item can be considered only nominal in value, you should consult SGI Legal Services. Some gifts may be permissible depending on the circumstances. For example, an invitation to an event such as a golf or tennis tournament may be appropriate if it demonstrably helps us to build a business relationship. Before you accept an invitation of this type, it should be approved by the Senior Vice President of your division (or higher level) or by SGI Legal Services.

GIVING GIFTS AND BUSINESS COURTESIES

Similar rules apply to giving gifts. Do not give a gift with the intention of obtaining a specific benefit or action in return. Even if your intentions are good, such an action may be viewed as a bribe. If in doubt, consult SGI Legal Services. For example, an SGI product may not be given to a customer for personal use. Free access to SGI resources or assets, such as computer time or scrap or excess materials, is inappropriate outside of the context of a corporate program.

U.S. law generally prohibits gifts to foreign government and other officials, such as political candidates, political parties and their officials, employees of government-owned businesses, UN officials, etc. The restrictions imposed on these types of gifts or payments by the U.S. Foreign Corrupt Practices Act ("FCPA") are set forth in the section entitled, "Compliance with FCPA and Other Foreign Laws."

BRIBES AND KICKBACKS

Bribes and kickbacks are not acceptable business practices in any context and are strictly prohibited by any SGI employee. Giving something of value to someone, in order to obtain favorable treatment, constitutes a bribe. This is true even if the bribe is of nominal value and even if you do not actually receive favorable treatment. Kickbacks are payments made for the purpose of obtaining or rewarding favorable treatment in connection with a sale or purchase. Bribes and kickbacks can include cash or non-cash payments in the form of goods, services, use of another company's property, forgiving an obligation, and so forth. Bribes and kickbacks are prohibited whether they are offered directly or through a third party, such as an intermediary or broker. Ask SGI Legal Services if you have questions whether a particular business practice would be prohibited under this policy.

ADDITIONAL RESTRICTIONS ON GIFTS TO U.S. GOVERNMENT OFFICIALS

Gifts to U.S. Government officials involve more stringent requirements. A gift that is appropriate when given to a business contact might be perceived as a bribe to a U.S. Government employee. By statute, public officials may only receive non-cash gifts of a value not to exceed $20.00 per source per occasion. A gift from an employee of SGI is considered a gift on behalf of SGI itself. In addition, public officials may not receive more than $50.00 in total gifts from a single source in a single calendar year. Thus, a public official could not accept three lunches from SGI, each valued at $20.00, in a given calendar year since the total value would exceed $50.00. Still other limitations apply as well, and some agencies have adopted their own policies regarding this and other gift-giving rules. As such, SGI employees may not provide any gifts to U.S. Government officials without first consulting with SGI Legal Services and obtaining advance approval.

Violations of the gratuity restrictions applicable to U.S. Government solicitations and contracts can result in contract termination, assessment of breach of contract damages against SGI, possible suspension or debarment of SGI from future Government work, and potential civil/criminal penalties. We must all work together to ensure full compliance with this uniquely complex area of the law.

There are also special rules concerning employment of U.S. Government employees. Because the rules in this area are complex, you should not initiate employment discussions with any current or former Government employee without first consulting SGI Legal Services.

GIFTS TO OFFICIALS OF FOREIGN GOVERNMENTS

Gifts and other forms gratuity, offered to officials of foreign governments, are strictly regulated by U.S. law (including the FCPA), international law, and the laws of other nations. No SGI employee may offer a gift to an official of a foreign government without first consulting with, and obtaining the express approval of, SGI Legal Services.

CONTRIBUTIONS TO POLITICAL ACTIVITIES

Contributions to political campaigns are controlled by law in the U.S. and may be in other countries. SGI neither endorses nor contributes to political candidates, partisan groups, or committees supporting candidates. However, we will occasionally take a position on legislative or ballot issues that directly affect our business. Individual political involvement is a matter of personal choice. SGI employees are free to make personal political contributions but will not be reimbursed by SGI in any way. SGI does not solicit individual political contributions, and SGI information systems should not be used for such solicitations.

SGI expects all of its employees to comply with the applicable laws in all countries to which they travel, in which they operate and where SGI otherwise does business, including laws prohibiting bribery, corruption or the conduct of business with specified individuals, companies or countries. The fact that, in some countries, certain laws are not enforced or that violation of those laws is not subject to public criticism in no way excuses such misconduct. We also expect employees to comply with U.S. laws, rules and regulations governing the conduct of business by its citizens and corporations outside the U.S. When we engage outside consultants or agents to act on our behalf, the terms of the engagement must reflect a similar commitment from them, since their actions can be imputed to SGI itself.

The sections that follow reinforce SGI's commitment to a global workforce that complies with all applicable laws and conducts itself above reproach.

FAIR TRADE STANDARDS

All countries have laws governing commercial transactions, especially the relationship between buyers and sellers. These fair trade laws (including antitrust, intellectual property, and unfair competition laws) are generally intended to encourage and preserve fair and vigorous commerce. Antitrust or competition laws vary from country to country, but generally such laws prohibit agreements or actions that unreasonably restrain trade and restrictive practices that may unreasonably reduce competition without providing beneficial effects to consumers. Agreements and activities often found to violate the above laws include agreements (or "understandings") among competitors to fix or control prices; to boycott specified suppliers or customers; to divide or allocate markets or customers; or to limit the production or sale of products or product lines for anticompetitive purposes. Such agreements are strictly prohibited by SGI policy. Employees must never engage in discussions of such matters with representatives of other companies and should report to Legal Services any instance in which such discussions are initiated by other companies.

SGI also prohibits the use of unfair methods of competition and deceptive practices. Examples of these include making false or misleading representations about SGI's products, falsely disparaging a competitor or its products, making product claims without sufficient facts to substantiate them, and using another company's trademarks in a way that confuses the customer as to the source of a product.

Finally, SGI reminds its employees that because our resellers are an important part of our business model, we need to be aware of the special concerns that apply to dealing with resellers. This includes the prices and other restrictions that we use in establishing reseller relationships or in ending such relationships. Because these laws are complex, you should seek advice from SGI Legal Services on any related question.

PAYMENT STANDARDS

Trading in products in violation of customs or fiscal laws has different names - such as "contraband," "smuggling" or "tax evasion." Law enforcement officials around the world are increasingly concerned about contraband and its connection with another criminal activity - "money laundering." Money laundering is the process by which criminals, including terrorists, try to conceal their funds, or otherwise make the source of their funds look legitimate. SGI's policy on money laundering is clear: we will not condone, facilitate, or support contraband or money laundering and we will help any government prevent or halt any illegal trade involving our products.

SGI supports anti-money laundering policies by using certain procedures to avoid receipt of cash or cash equivalents that are the proceeds of crime. All suspicious transactions or activities by any customer in dealing with SGI are to be promptly reported to the General Counsel. For any questions regarding SGI's policies, please contact SGI Legal Services. Additional guidance can be found in the section of this Code entitled "Financial Statement Integrity and Business Records."

COMPLIANCE WITH EXPORT CONTROL LAWS

The U.S. government regulates the export of products incorporating technology that could be used in the design, development or production of chemical, biological or nuclear weapons or missile systems.

In addition, export and other regulations impose trade sanctions and prohibit sales to certain individuals and organizations (e.g., persons or entities designated as terrorists or terrorist supporters, narcotics traffickers, or those acting on behalf of sanctioned governments). Our policy of compliance with these laws is an extremely important one, with significant implications for SGI's international business and our role as a key provider of technology to the U.S. national security community. Export controls apply to direct and indirect sales. If an export license is required to complete a transaction directly from the U.S., it also will be required if the same transaction is conducted indirectly through a foreign affiliate or subsidiary.

All exports of SGI products (including support, spares, and technical data) must be accompanied by proper export documentation and covered by the appropriate regulatory authorization. Many countries, in addition to the U.S., regulate exports. SGI operations worldwide must comply with all applicable export control laws. Where there are conflicting legal requirements, the Export Compliance group will determine the appropriate course of action in consultation with SGI Legal Services.

COMPLIANCE WITH U.S. ECONOMIC SANCTIONS

The U.S government uses economic sanctions as a means of protecting against threats to U.S. national security, foreign policy or economy. Sanctions may be imposed against governments, organized groups, businesses, individuals or particular activities. In addition, other countries impose economic sanctions on certain persons. Compliance with all such economic sanctions measures is critical to SGI, not just in terms of potential criminal or civil liability, but in terms of our reputation. This includes any U.S. embargoes restricting, or in some cases prohibiting, companies and their subsidiaries from doing business with any countries, organizations or individuals referenced on the U.S. Treasury Department, Office of Foreign Assets Control ("OFAC") list, located at http://www.treas.gov/offices/enforcement/ofac/. Due to the complex and varied nature of economic sanctions programs, all business transactions and negotiations involving any sanctioned country must be checked in advance with SGI Legal Services.

Employees should also be aware that compliance with some local sanctions, such as the Arab Boycott of Israel, would result in a violation of U.S. law. Where there are conflicting requirements, the Export Compliance group in consultation with SGI Legal Services will determine the appropriate course of action.

COMPLIANCE WITH U.S. INTERNATIONAL BOYCOTT LAWS

SGI operations worldwide must comply with the U.S. antiboycott laws in conducting our business. Under U.S. law, SGI may not cooperate with, and must report to the U.S. government, any request concerning foreign boycotts or related restrictive trade practices. Reporting should be made to SGI Legal Services and the Export Compliance Group.

In addition, all agreements with government entities or customers in nations participating in an international boycott must be reviewed by SGI Legal Services before execution. All requests or orders from customers in boycotting nations must be reviewed by the Export Compliance group for antiboycott law compliance, even if no agreement is ultimately entered into with SGI.

CUSTOMS

As a general rule, importation of SGI's products is subject to various customs laws and regulations. In particular, physical importation of products into a country must usually comply with either (1) regulations that specify the import duties, value added tax, excise tax, and the like that may be payable in relation to our products; or (2) tax, bonding, or other similar regulations that govern "tax or duty free" shipments. You must be sure that all imports comply with these requirements, and that any information provided to customs and tax officials is accurate and truthful. SGI recommends that you consult SGI Legal Services in making this determination.

COMPLIANCE WITH THE FCPA AND SIMILAR LAWS

• Influencing their acts or decisions to benefit SGI or others or
• Inducing foreign officials to use their influence to assist SGI or others in obtaining or retaining business or any improper advantage.

The law covers both direct and indirect behavior, and cannot be avoided by using a third-party (for example, a foreign partner, agent, consultant or distributor) to channel payments to foreign government officials for the same purposes. SGI may be deemed responsible for the conduct of third-parties hired without adequate investigation of their background. Indirect payments may violate this law in situations where it is likely that an illegal payment may occur. The FCPA also requires SGI to maintain adequate internal accounting controls and accurate books and records.

The FCPA applies to foreign officials, regardless of their location. This includes foreign officials physically located in the United States. Violations of the FCPA may result in substantial fines for SGI and both prison sentences and monetary penalties for Company officials and employees involved in a violation. Over 70 countries now also have equivalents of the FCPA. A U.N. convention having a similar has been signed by over 100 countries to date. In addition, many countries have domestic bribery and international anticorruption laws which require strict compliance. If you have a question about applicable or conflicting law, contact SGI Legal Services immediately.

As an SGI employee, you are expected to maintain a high level of integrity in all your business affairs. This includes your involvement in procurements or contract activities conducted by SGI or in which SGI is participating or competing. It also involves any activities involving third-parties to SGI, including its integrators, channel partners, resellers, or other business affiliates.

GENERAL CONTRACTING POLICIES

Our contractual relationships with SGI customers, suppliers, resellers or other outside parties, including our government customers, are key elements to our success. If you have dealings with these parties, you are required to understand basic principles of business transactions and to abide by SGI contracting policies and guidelines. In addition, you must obtain all necessary and appropriate approvals prior to executing, modifying or amending a contract. You may not enter into any unauthorized contract or amend or modify a contract through an unapproved "side letter" or oral agreement. Entering into such "side letters" or oral agreements are grounds for disciplinary action, up to and including termination.

Only certain SGI employees are authorized to sign contracts or commit SGI to acquiring products or services or providing anything of value to a third-party. Before signing any document committing SGI to purchase or sell goods or services or to take on any other obligation, you must ensure that you have the required signing authority. Authorization is never implicit or presumed; it requires express delegation from an agent or other person of the company empowered to make such delegation. Senior Vice Presidents (and higher) are generally authorized to execute contracts on behalf of SGI and to delegate this power, in writing, to certain Vice Presidents. Such delegations are governed by the SGI Corporate Approval Matrix in effect at the time of the delegation. You should check with your own department for specific authorizations. If you are authorized to sign documents on behalf of SGI, you may not delegate this authority without the approval of SGI Legal Services.

PROCUREMENTS CONDUCTED BY SGI

When purchasing products and services on SGI's behalf, you should work with a designated SGI purchasing agent to first solicit competitive bids and quotations. Products and services may be purchased on SGI's behalf only when properly authorized by appropriate signatories and otherwise as permitted under SGI's Finance Policies. You should evaluate vendors on the basis of quality, service, reliability, and price.

Selecting vendors who are reputable is important to SGI's business, both commercially and with the government. These suppliers should be selected when their product quality or service meets our requirements and when their price is equal to or lower than similar qualified sources. Employees should also consider whether such suppliers might be considered small businesses, female-owned businesses or disadvantaged businesses, as defined under federal procurement regulations. Identifying such sources is important to helping SGI meet its annual small business subcontracting goals.

Finally, employees are reminded that prices and confidential information received from a supplier may not be disclosed outside SGI, and any proprietary data received from one supplier may not be disclosed to another supplier. SGI and its suppliers are expected to comply with all applicable Equal Opportunity and Affirmative Action laws.

PROCUREMENTS WITH THE U.S. GOVERNMENT

Special rules apply when the U.S. Government is our customer-rules that often differ significantly from those that apply to our commercial dealings. As a Government contractor, SGI is subject to laws and regulations (including the Federal Acquisition Regulations or "FAR") which govern all aspects of the contracting process, including the process by which the government selects its contractors, the process of contract award, and the performance of the resulting contracts. Other regulations establish unique rights and responsibilities of government contractors, including those related to the protection of a company's intellectual property; the use of subcontractors; the handling of bid or proposal information; and the exchange of information with the Government while a proposal is pending. Still other laws and regulations mandate that SGI retain certain records or other information related to its government business; establish unique controls and processes, particularly over its manufacturing, contracting, security and accounting processes; and impose a compliance framework that ensures SGI is able to monitor its internal activities, address and remediate areas of concern, and report potential violations of the law.

All of the above require the attention of SGI employees that have special training in the area of government contracting. For this reason, only SGI Federal employees may conduct business, or otherwise approve contract activities, with the federal government. This includes business with companies, such as integrators or channel providers, which in turn provide SGI products to the Government, often through the inclusion of SGI products in their own bids or proposals. SGI Federal employees receive annual training and updates regarding changes to federal procurement law and work closely with SGI Federal contracting and SGI Legal Services. All SGI Federal employees are expected to understand and to abide by the laws governing its business with the Government.

If you have any questions regarding the procurement process, including whether a potential deal or transaction is subject to the FAR, or related statutes and regulations, you should contact either SGI Legal Services or the SGI Federal Contracting team.

ADVERTISING, MARKETING & SALES PRACTICES

SGI attracts and fosters long-term relationships with our customers by providing quality products and services. Our advertising, marketing and sales practices reflect SGI's commitment to honest and fair dealings with our current and prospective customers. Statements made in SGI advertising and marketing material and other statements to our current and prospective customers must be accurate, truthful and in compliance with applicable law. In the U.S., SGI advertising and promotional materials, including comparisons with competitive products or services, must be formally substantiated and documented with current factual data before publication. In some countries, comparative advertising may be unlawful or subject to more restrictive rules. You should consult SGI Legal Services before using product or service comparisons in SGI advertising or promotional material.

At SGI, it is important to have a positive work environment for all employees and business partners. A positive work environment is one where individuals-with their many cultures, ethnicities, and lifestyles- are respected and where we can all work together in an environment which promotes "the power of many and the spirit of one." SGI is committed to fostering a workplace that is safe, professional and that ensures the rights and dignity of everyone.

DIVERSITY, EQUAL OPPORTUNITY AND AFFIRMATIVE ACTION

Every employee and prospective employee has the right to opportunity and advancement, based on individual achievement, ability, and performance. It is SGI's policy to strictly follow all applicable laws and to treat employees in all interactions with SGI without regard to personal characteristics such as race, color, national origin, religion, ancestry, age, sex, marital status, sexual orientation, medical condition, physical or mental disability, political affiliation, or veteran status. Managers are responsible for maintaining a discrimination-free workplace. All employees share SGI's responsibility for mutual understanding, support, and a spirit of cooperation. All managerial actions will follow this policy of non-discrimination, without exception. There may be additional protections provided to employees based on local laws or regulations.

In the U.S., a discrimination-free work environment also means taking affirmative action to increase employment opportunities for women, minorities, the disabled and certain veterans. U.S. affirmative action laws and programs exist to ensure fair and equal access to job opportunities for all U.S. citizens. SGI is committed to meeting its obligations under these and related laws. Indeed, while compliance with these laws is a condition of doing business with the federal government, it is also in keeping with SGI's philosophy of inclusion and strength through diversity.

For additional information, please reference the SGI Employee Handbook, which is located at http://hrcentral.corp.sgi.com/PoliciesGuidelines/SGI%20Handbook%202008%20Final.pdf.

HARRASSMENT-FREE WORK ENVIRONMENT

At SGI we are committed to maintaining a harassment-free work environment. We insist that all employees treat each other-as well as contractors, business partners, visitors, and customers-with dignity and respect. We will not tolerate any conduct that violates these guidelines. Harassment is conduct that denigrates or shows hostility towards a person because of race, color, national origin, religion, ancestry, age, sex, marital status, sexual orientation, medical condition, physical or mental disability, or veteran status.

More specifically, harassment is conduct that creates an intimidating, hostile, or offensive work environment and prevents a person from performing his or her job or adversely affects a person's employment opportunity. Sexual harassment, in particular, can include sexual advances, requests for sexual favors, unwanted physical contact or repeated and unwelcome sexual suggestions. Other prohibited conduct includes offensive racial, ethnic, religious, age-related, or sexual jokes or insults; distributing or displaying offensive pictures or cartoons; and using voicemail, e-mail or other electronic devices to transmit derogatory or discriminatory information. This kind of behavior has no place at SGI.

For additional information, please reference the SGI Employee Handbook, which is located at http://hrcentral.corp.sgi.com/PoliciesGuidelines/SGI%20Handbook%202008%20Final.pdf.

EMPLOYEE HEALTH, SAFETY & SECURITY

SGI is especially focused on providing a workplace free of any health, safety or security issues. Ensuring a safe work environment is essential fostering a strong bond of trust between management and employees. SGI is committed to complying with all laws and regulations governing the health, safety and security of its employees in the workplace, as well as its own health and safety policies. Safety is especially important in manufacturing locations, which are subject to significant workplace safety regulations and which involve manufacturing processes that require special training and care. Each work location has safety rules that must be followed.

However, having safety rules is not enough. SGI's commitment to safety means that each of us needs to be alert to safety risks as we perform our jobs. All employees of SGI must know the health and safety requirements associated with their jobs. SGI pays particular attention to any concerns raised by employees in these areas. If you observe a potential safety concern or risk, report it immediately to your supervisor or other manager.

A safe and secure work environment also means a workplace free from violence. Threats (whether implicit or explicit) and violence have no place at any SGI facility and will not be tolerated. You should report any unsafe practices - including threats or intimidation. If there is an immediate threat to a person, property or the environment, you should follow the designated emergency procedures for your facility.

For additional information, please reference the SGI Employee Handbook, which is located at http://hrcentral.corp.sgi.com/PoliciesGuidelines/SGI%20Handbook%202008%20Final.pdf.

SGI recognizes the importance of conducting business and managing environmental issues in a responsible manner. SGI is committed to minimizing environmental impact and uses the following principles to guide our efforts:

• Comply with environmental regulations and conduct operations in an environmentally sound manner;
• Apply the principles of "reduce, reuse, and recycle" in product development, manufacturing, marketing and facility management;
• Actively promote environmental responsibility among our employees, encouraging them to take environmental initiatives;
• Work with suppliers and vendors on issues concerning the environment and compliance with environmental regulations;
• Aggressively pursue continuous improvement in SGI's environmental performance; and
• Clearly communicate SGI's environmental policy, practices, and impact to all relevant parties.

Please contact the SGI Human Resources Department if you have any questions or concerns related to these policies.

SGI is committed to providing a workplace conducive to open discussion of our business practices and is committed to complying with the laws and regulations to which we are subject, as well as this Code. SGI's Code is more than just a description of our corporate business standards. It is the centerpiece of a company-wide compliance program that is enforced and implemented by the SGI Compliance Officer and the General Counsel, and is overseen by the Audit Committee of the Board of Directors. SGI takes a "top down" approach to compliance, emphasizing the importance of senior management's role in establishing and maintaining an atmosphere of honesty, integrity, and strong ethical conduct.

Accordingly, SGI will not tolerate any conduct that violates our Code, our policies or the law. Employees are instructed to promptly report any suspected misconduct, illegal activities or fraud, including any questionable accounting, internal accounting controls and auditing matters, or other violations of federal and state laws, our Code or our policies, in accordance with the provisions of this policy. In addition, SGI's vendors, consumers, stockholders or competitors also may report, under the procedures provided in this policy, a good faith complaint regarding accounting or auditing matters.

In order to facilitate the reporting of communications regarding alleged misconduct, the Audit Committee has established procedures for (i) the submission by employees of reports of alleged misconduct and (ii) the receipt, retention and treatment of these reports.

METHODS OF REPORTING POTENTIAL MISCONDUCT

There are three ways to report suspected misconduct: (1) directly to your supervisor; (2) to the SGI Compliance Officer; (3) via the SGI Integrity Hotline; or (4) via the sgi.alertline.com website.

If you become aware of suspected misconduct, you can report it to your supervisor directly. In turn, your supervisor is responsible for bringing your report to the attention of the Compliance Officer. If you are not comfortable reporting the problem to your supervisor, you may report it directly to the Compliance Officer. The Compliance Officer will investigate and assess your report to determine whether the information you reported constitutes a violation of the law or of Company policy. The Compliance Officer will notify the Chair of the Audit Committee of all reports involving financial, accounting, internal accounting controls and auditing concerns.

Finally, if you feel unsure about where to go or are uncomfortable using one of the resources identified above, SGI offers additional resources: the SGI Integrity Line at 1.866.480.6137 or sgi.alertline.com website. All employees of the company, including those doing business with the federal government and those working outside the United States, may use these resources. The SGI Integrity Line and Alertline website operate 24 hours a day / seven days a week. Their sole purpose is to receive questions and concerns about financial, legal or ethical compliance with this Code and the laws governing our activities. If you wish, your call to the SGI Integrity Line or submission via the Alertline website may be made anonymously.

Reporting via the SGI Integrity Line or Alertline website ensures that your concerns are immediately up-channeled to the appropriate levels. SGI recommends that you use the Integrity Line or Alertline website to register concerns that you would like reported to the Audit Committee directly. The role of the Audit Committee is to oversee the Company's financial accounting and reporting and public disclosure on behalf of the Company's Board of Directors. Accordingly, you should go to the Audit Committee for reports regarding serious matters, such as accounting fraud, that you do not feel comfortable reporting through normal channels; you should not report to the Audit Committee for minor complaints, nor should you report to the Audit Committee for personnel matters other than allegations of retaliation prohibited by this policy.

A report submitted to the Audit Committee can be provided completely anonymous. The report should focus on facts, rather than speculations or general conclusions. Because the report is anonymous, you should include as much specific information as possible to allow for proper assessment and investigation of the report. If you wish the Audit Committee to be able to contact you to further investigate, you will also need to provide your contact information.

POLICY OF NON-RETALIATION

SGI also takes seriously its obligation to protect those of its employees reporting information regarding any potential misconduct involving SGI or its agents from any unlawful discrimination or retaliation. Employees will not be subject to disciplinary or retaliatory action by SGI or any of its agents or employees as a result of any of the following actions:

• Disclosing information to a government or law enforcement agency or a representative of SGI, where the employee has a good-faith, reasonable belief that the information demonstrates a violation or possible violation of a federal or state law, rule or regulation;
• Providing information, filing, testifying or participating in a proceeding filed or about to be filed, or otherwise assisting in an investigation or proceeding regarding any conduct that the employee reasonably and in good faith believes involves a violation or possible violation of a federal or state law, rule or regulation; or
• Providing information to SGI's representatives or other persons where the employee has a good faith, reasonable belief that the information discloses a violation or possible violation of our Code.

To ensure compliance with this policy, SGI's Compliance Officer, in consultation with the General Counsel, will investigate any reports made by an employee who believes he or she been subjected to any discrimination or retaliation or other action by us or our agents for reporting suspected misconduct in accordance with this policy. If it is determined that an employee has experienced any improper employment action in violation of this policy, we endeavor to promptly take appropriate corrective action.

Individuals engaging in retaliatory conduct against anyone for reporting potential misconduct will be subject to disciplinary action consistent with local requirements, up to and including termination of employment. If you suspect that you, or another employee, have been retaliated against for raising a concern, you should contact the General Counsel, call the SGI Integrity Line, or use the sgi.alertline.com website immediately.

RECEIVING AND INVESTIGATING REPORTS

When you report a concern to SGI using one of the alternatives outlined above, your question or concern will be promptly addressed. The information that you provide will be kept confidential except as appropriate to conduct the investigation, take any remedial action or otherwise in accordance with applicable law.

If your concern requires an investigation, it will be initiated promptly. Wherever possible, you will be advised of the status of the investigation and the outcome. However, to respect confidentiality for all concerned, detailed information will only be shared with those who "need to know." The action that SGI will take as a result of substantiated misconduct will vary depending on the type of case and the severity of the misconduct. Termination of employment, suspension, written or oral reprimands, and counseling are among the actions that may be taken. Other corrective actions, including training, accounting adjustments, reassignment and reorganization, and additional auditing may also be taken. In addition, SGI may be required to report the conduct at issue to regulatory authorities.

Each of us must cooperate in any internal or external investigation of possible violations. Retaliation against any employee for seeking advice, raising or helping to resolve a concern or reporting misconduct in good faith is strictly prohibited. Of course, a reporting employee who has participated in a violation cannot be exempt from the consequences. However, "self-reporting" and reports that prevent a violation from occurring will be positive factors. Collection of personal data by SGI or its outside service providers may involve a transfer of data outside of your country of origin. Such collection and transfer of the data will be done in compliance with SGI's data protection policy.

RETENTION OF REPORTS

The Compliance Officer will maintain a log of all reports, tracking their receipt, investigation and resolution. Each member of the Audit Committee and, at the discretion of the Compliance Officer, other personnel involved in the investigation of reports, shall have access to the log. Copies of the log and all documents obtained or created in connection with any investigation will be retained for a period of three years.

TRAINING

SGI will be implementing mandatory ethics and specific compliance-based training for each member of its workforce to provide the tools needed to make compliance decisions in the workplace. Managers and employees are encouraged to discuss ethical issues at staff meetings, or whenever appropriate, to reinforce the Company's commitment to fostering an environment of the highest ethical business conduct. The SGI Compliance Officer will ensure that SGI employees receive the appropriate training.

SGI is a complex, global organization operating in a number of international jurisdictions which may have laws or requirements that are inconsistent with those reflected in the Code. The Code is therefore subject to, and modified accordingly to ensure compliance with, any such conflicting legal requirements solely to the extent required for local compliance, with the remainder of the Code and SGI's practices applying without modification. If you identify an inconsistency not otherwise noted in the Code, or even if you only suspect that one exists, please bring it to the attention of the General Counsel or your local SGI Legal Services contact immediately.

As a condition to your employment with the Company, you are required to review and abide with the Code, acknowledging your personal commitment to comply with the Code and all other related legal requirements for business conduct, as described below. New employees will be required to complete a written acknowledgment of compliance upon hiring. The Company may require you to periodically acknowledge in writing your continued compliance; absent that, your continued employment will serve to confirm your ongoing acknowledgment of compliance. Supervisors are responsible for ensuring that all personnel under their supervision understand the need to review and abide by the Code and provide such acknowledgement(s) of compliance, which would include the following:

• I acknowledge that I have received the SGI Code of Business Conduct and Ethics.
• I understand that I am required to comply with the policies described in the Code.
• I will participate in required training courses to learn more.
• When I have a question or concern about a possible violation of the law or the Code, I will seek guidance or raise the concern with one of the resources identified in the Code.

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