Standards of Conduct - Embedian, Inc., Trusted Embedded ARM/XSCALE Computers

1. Employees

The Company greatest resource is its people. Accordingly, consistent with the laws and local customs of the countries in which the Company operates, recruits, hires, transfers, promotes and pays compensation and benefits, workplace relations shall be conducted without regard to and without harassment concerning race, creed, color, religion, national origin, gender, sexual orientation, age or disability. Employee relations are to be conducted in an atmosphere of mutual respect and understanding. In addition to normal and routine employee reporting procedures, all Divisions shall maintain an Ethics number for any employee to report (without fear of retaliation) any practice occurring within the Company that the employee believes is not in compliance with the Company policy directives or in violation of these Standards of Conduct. All such reports will be sensitively handled and investigated without bias, prejudgment or retaliation, and the Company will respond to all violations of these Standards of Conduct with appropriate disciplinary action.

2. Safety

Embedian ensures a safe workplace for its employees and safe products for its customers. We strive to achieve improved productivity without exposure to unnecessary risk. Each facility shall periodically review its workplace to ensure that safe and adequate procedures are being used to safeguard employees from harm or injury.

3. Safeguard and Use of Company Assets

Employees are expected to protect the Company assets and to use them for proper business purposes. Anything more than minimal use of the Company resources for personal, community or charitable purposes is not permitted.

4. Questions

An effective compliance program is built from the unqualified recognition and observance of these Standards of Conduct by all employees and the implementation and control of the program by management. Employees with questions concerning any of the matters presented in these Standards of Conduct shall contact their supervisor, Ethics & Compliance Administrator, legal counsel, or Human Resources Department, or call, write or email the Company's Director of Corporate Ethics & Compliance. Contact information is on the last page of these Standards of Conduct.

5. Conflicts of Interest

A conflict of interest can occur when an employee or Director allows the prospect of personal gain to influence the manner in which Company business is conducted. The Company expects each employee and each Director to avoid any outside business or financial interest or activity which may interfere with proper performance of his or her responsibilities to the Company or which may be contrary to the Company's interests. Employees and Directors are expected to disclose to the appropriate persons any material transactions or relationships that reasonably could be expected to give rise to a conflict of interest. If an employee or Director learns of a business or investment opportunity that may be of interest to the Company, the employee or Director should advise management of the opportunity before acting on it privately. No employee or Director shall engage in trading any stock of the Company or others based on material non-public information. The Company's aim is to promote honest and ethical conduct among employees and Directors, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

6. Business Courtesies

The Company relationship with all customers, including governmental agencies, both foreign and domestic, shall be in all respects such that public disclosure of the full details of the relationship will not impugn or jeopardize the Company integrity or reputation. Gifts, favors and entertainment may be given or received only when: (1) they are consistent with established and customary business practices; (2) they are of such limited value that the business courtesy cannot be construed as a bribe, influence payment or kickback; (3) they do not violate applicable law, regulation and the customer's ethical practices; and (4) they would not embarrass Embedian or the employee if publicly disclosed. In addition, gifts, favors and entertainment, including business meals for the benefit of any Taiwan and U.S. Government employee are not permitted without advance clearance through Embedian legal counsel. Always apply common sense to business relationships.

7. Confidential Information

Employees and Directors are required to protect confidential information that either belongs to the Company or is entrusted to it by third parties. Public disclosure of confidential information in any form (e.g., via the Internet in chat rooms) is inappropriate, may be illegal, and is not permitted. Company employees may not directly, or through others, seek or accept information from any competitor or from any customer or potential customer, which is illegal for the Company to obtain. Any third party used by the Company as a consultant or advisor to assist the Company in marketing products or services shall be selected only after appropriate management review and approval. Further, such parties shall be required to observe all applicable laws and regulations with regard to work performed on behalf of the Company.

8. Accurate Books, Records and Reports

All financial transactions and funds of the Company must be properly and adequately recorded and accounted for on the books of the Company and supported by adequate documentation. False or misleading entries and payments for any purpose other than as described on the books and supporting documents are prohibited. No unrecorded fund or asset of the Company shall be established or maintained for any reason. Employees and Directors with responsibility for making public disclosures in periodic reports or other filings or in public communications shall assure that such disclosures are full, fair, accurate, timely and understandable. Any person with a concern or complaint regarding accounting, internal accounting controls, or audit matters is encouraged to express such concerns or complaints (on an anonymous basis, if desired) to the Audit and Compliance Committee of the Board of Directors by contacting the Director of Corporate Ethics & Compliance (see contact information on the last page of these Standards of Conduct). All such communications will be forwarded promptly and directly to the Chair of the Audit and Compliance Committee and will be kept in strict confidence.

9. Exports, Imports and Boycotts

All of the Company products, the technology involved in these products, and their accompanying services are controlled by a series of governmental laws and regulations. The shipment of Company products and services will be made only in accordance with applicable laws and regulations pertaining to such exports and imports. The Company will not take or fail to take any action, directly or indirectly, which will have the effect of furthering or supporting international restrictive trade practices or boycotts except as specifically permitted by applicable law.

10. Contracting with the Government

Doing business with any governmental entity is substantially different from doing business with private parties. All Embedian personnel involved in doing business with any governmental customer shall ensure that they understand the strict rules, regulations and procedures applicable to this activity. Any Division desiring to do business with the U.S. Government, where certified cost or pricing data is to be furnished, must first get the specific approval of the Embedian Corporate Ethics & Compliance Board. Even when approval is granted, the Division must appoint an audit coordinator familiar with Federal Government procurement rules and regulations to act as liaison with government auditors performing their audit responsibilities.

11. Purchasing Policies

Purchasing of needed supplies and services shall be conducted in a manner which fosters ethical standards and a quality end product, as well as assuring the continued confidence of customers, suppliers and the public. Purchasing decisions will be based on: (1)fair and impartial selection of capable and responsible sources of supply; (2)maximum use of competition where practicable; (3)selection of proper contract types; (4)conformance with all applicable laws; (5)an effective system of monitoring purchasing procedures and management controls to prevent fraud and other misconduct. Acceptance of normal business courtesies and promotional items of nominal value is permitted when both the individual cost and the cumulative cost of items remain modest.

12. Political Contributions

Political No Company assets shall be used for political contributions to any party or individual candidate, foreign or domestic, in violation of any laws or regulations which are applicable to such contributions. Contributions include not only money, but such things as loans, property or services and the purchase of tickets to fundraising events. Employees and Directors are also prohibited from making political contributions through the use of intermediaries acting on behalf of the Company or from seeking Company reimbursement of a personal contribution from Company funds.

13. Environmental Concerns

The Company is committed to the protection of the environment and the conservation of natural resources. Accordingly, the Company will comply with environmental laws and regulations and will closely monitor its service, manufacturing, storage, treatment and disposition processes to ensure that the Company's operations do not adversely impact the environment and the health and safety of our communities. Every Embedian facility must have and comply with all necessary governmental permits. Further, each Division shall appoint a responsible individual to manage, coordinate and assure environmental compliance.

14. Quality Assurance Program

The Company uses the highest practicable quality standards in the manufacturing of products and the furnishing of services. Each Division shall maintain a program to assure that the design, manufacture and support of its products meet all required quality assurance standards. Every program shall provide a means for the detection and prevention of abusive acts that may occur, such as improper product substitution and failure to conduct required tests or inspections.

15. Antitrust

The Company complies with all applicable governmental laws, rules, and regulations, including laws concerning antitrust and trade regulations. We compete vigorously in our chosen markets without engaging in any business dealings that violate these laws. Marketing or other practices that unreasonably restrain trade, monopolize markets or have other anti-competitive effects can violate the antitrust laws, such as agreements among competitors to fix or control prices; to boycott specified suppliers or customers; to allocate products, territories or markets; or to limit the production or sale of products. Any issues as to the possible violation of antitrust law must be immediately referred to the Company legal counsel.

16. Compliance

All employees and Directors are expected to adhere to these Standards of Conduct. Each Division is responsible for auditing compliance with these Standards of Conduct as well as other Company policies. Any suspected violations of these Standards shall immediately be brought to the attention of the appropriate Division management and the Director of Corporate Ethics & Compliance. No retaliatory action may be taken against any employee for reporting an actual or suspected violation of these Standards of Conduct. Embedian will conduct periodic reviews of Standards of Conduct programs and compliance procedures to assure that those programs and procedures are adequate and effective. Waiver of any of these Standards of Conduct for any Executive Officer or Director may be made only by the Audit and Compliance Committee of the Board of Directors.

Not knowing is not an excuse. For questions, call the Ethics Number. Always use common sense. Think before you act. Our reputation is our future.

If you encounter a situation in which you are unsure of proper conduct, do not hesitate to contact your supervisor, your Human Resources Department or the Ethics Line for guidance.

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Embedian Ethics Numbers
Embedian, Inc.
(Director, Corporate Ethics & Compliance)
Tel: (+886) 2-2874-9693
E-mail: Ethics Report