CODE OF CONDUCT TRAINING

We conduct our global business honestly, ethically and legally, believing that good ethics is good business. The Company’s Philosophy

WITH THAT IN MIND... WE PRESENT...

THE TOP TEN LIST:

THE TOP TEN THINGS THAT CAN GET YOU INTO TROUBLE AT Imagicorp Inc....

10.Failing to follow our corporate policies and the law.

Code of Conduct Employee Handbook Employee Invention and Confidentiality Agreement Information Security Policy and Agreement Other Company policies and procedures that may be specific to a certain department

We need to obey the law...

Many different laws apply to our Company’s operations, including laws relating to: –Selling practices (antitrust) –Environmental and Health and Safety –Privacy and data collection –Tax and reporting requirements –International Trade Regulations –And many others.

9. Bad Behavior

Theft of Company property Bribery Workplace violence Drug and alcohol use Falsifying Company records Failing to cooperate with an investigation Abuse of benefits (employee club purchase program, health benefits, etc.) Other bad behavior Confidential November 1, 2007

Company functions and you...

8.Discrimination & Harassment

It is illegal to discriminate against any employee on the basis of: -sex -race -religion -age -and other protected characteristics Imagicorp Inc. prohibits all discrimination

It is illegal to engage in sexual harassment –Unwanted sexual suggestions/requests –Hostile work environment Standard is what would a reasonable person find offensive Report all sexual harassment to Human Resources promptly without fear of retaliation

7.Failing to disclose potential conflicts of interest.

Examples of potential conflicts of interest: Gifts

Examples of potential conflicts of interest: Gifts Relationships

Examples of potential conflicts of interest: Gifts Relationships Outside Activities and Financial Interests

Examples of potential conflicts of interest: Gifts Relationships Outside Activities and Financial Interests Use of the Company’s name, property (computer), or your position for personal gain

Always remember: A potential conflict requires prompt written disclosure

6. Insider Trading

Employees must not buy or sell Imagicorp Inc. stock if they have “Material Inside Information”

What is “Material Inside Information”? Information that has not been made generally available to investors and that a reasonable investor would consider important. Call the Legal Department in Carlsbad if you have questions regarding the timing of your Imagicorp Inc. stock trades.

5.Giving an advantage to our competitors.

Disclosing the Company’s secrets Accepting the trade secrets of others –A trade secret is any information that (a) the owner has taken reasonable measures to keep secret and (b) which has economic value because it is not generally known to the public. –Under U.S. Law it is a crime to accept trade secrets outside of the U.S. and this can be a basis of a lawsuit around the world. Making negative comments about the Company

How else might we give competitors an advantage? Failing to properly dispose of confidential information

How else might we give competitors an advantage? Failing to properly dispose of confidential information Sending information to the wrong recipients

How else might we give competitors an advantage? Failing to properly dispose of confidential information Sending information to the wrong recipients Sharing too much information with a “trusted supplier”

How else might we give competitors an advantage? Failing to properly dispose of confidential information Sending information to the wrong recipients Sharing too much information with a “trusted supplier” Talking in public places

4. Acting without proper authority

Contract Signing Authority Policy

New Idea Submissions

Contract Signing Authority Policy New Idea Submissions Confidentiality Agreements

3. Not asking these questions...

Is my action legal, ethical, honest and wise in every respect?

Is anyone’s health or safety endangered by this action?

Is my action legal, ethical, honest and wise in every respect? Is anyone’s health or safety endangered by this action? Would it be helpful to ask my manager, HR or Legal about this matter before I act?

Is my action legal, ethical, honest and wise in every respect? Is anyone’s health or safety endangered by this action? Would it be helpful to ask my manager, HR or Legal about this matter before I act? Would I be proud to read about my action in the newspaper?

2.Thinking that this presentation is not important.

Our Code of Conduct is important because...

We are a public company and owe a duty to our shareholders. We are a global company operating under many different legal rules and jurisdictions. We have a $250 Million line of credit that supports our operations.

In other words... your actions have real consequences.

THE NUMBER ONE THING THAT CAN GET YOU INTO TROUBLE AT Imagicorp Inc.:

Code of Conduct Training THE TOP TEN THINGS THAT CAN GET YOU INTO TROUBLE AT Imagicorp Inc FORGETTING that we conduct our global business honestly, ethically and legally, believing that good ethics is good business.

Code of Conduct Training Top Ten List So please remember...

Code of Conduct Training Top Ten List It is important to report all violations or suspected violations of the Code. Reports can be made to Human Resources, the Legal Department, the Ethics Officer, or directly to the Managing Director or CEO. Reports can be made anonymously.

Employees who report in good faith about improper or illegal activity may do so without fear of retribution, retaliation or punishment. Reports may be made to:

QUESTIONS??? If you have any questions, please contact the Legal Department.

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