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March 2014

NETAPP ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

I. PURPOSE

The purpose of this Policy is to promote compliance with the U.S. Foreign Corrupt Practices Act (FCPA)
globally as well as anti-bribery and anti-corruption laws of other countries, such as the U.K. Bribery Act, to
the extent applicable to NetApp, Inc. and its subsidiaries (collectively NetApp).

II. SCOPE

This Policy applies globally to NetApps employees, alternative workers, independent contractors, and
other consultants and representatives as well as globally to NetApps distributors, resellers, system
integrators, agents, customers, vendors, and other partners directly or indirectly doing business with, or on
behalf of, NetApp (collectively NetApp Employees and Third Parties).

III. POLICY

NetApps policy is to conduct its business activities in compliance with applicable anti-bribery and anti-
corruption laws, including the FCPA globally and other applicable anti-bribery and anti-corruption laws in
countries where NetApp conducts business (Applicable Anti-Corruption Laws). NetApp Employees or
Third Parties shall not make, give, pay, offer, promise, authorize, or accept directly or indirectly, including
through a third party, a bribe, a kickback, or anything of value in exchange for obtaining (or retaining)
business or an improper advantage. NetApp is committed to winning business based on the merits of its
products and not on unethical or illegal business practices. While most of this Policy focuses on avoiding
improper payments to Non-U.S. Government Officials, this Policy also restricts improper payments to U.S.
government officials, or to commercial, or non-public sector related business.

All NetApp Employees and Third Parties are required to:


Understand, agree to, and comply with this Policy, NetApps Code of Conduct, all related NetApp
Compliance, Finance, HR, and other policies and procedures (or comparable policies of their own in
the case of Third Parties), the FCPA, and other Applicable Anti-Corruption Laws;
Fully and accurately characterize and record all transactions and expenditures in the books, records,
and documents of NetApp (or comparable books, records, and documents of their own in the case of
Third Parties);
Report suspected violations of this Policy, NetApps Code of Conduct, other applicable NetApp
policies and procedures, the FCPA, and other Applicable Anti-Corruption Laws;
Seek guidance from the NetApp Integrity & Compliance Office or the NetApp Legal Department in the
event of any uncertainty regarding whether an activity may violate an applicable policy or law related
to anti-bribery, anti-corruption, kickbacks, or the giving or receiving of anything of value to any third
party; and
Provide periodic certifications to NetApp regarding compliance with the above.

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IV. IMPROPER PAYMENTS PROHIBITED

Consistent with the FCPA, no NetApp Employee or Third Party shall:


Make, offer, promise, authorize the payment, or otherwise act to promote or further the payment of
anything of value;
Directly or indirectly (such as through a third party);
To a Non-U.S. Government Official (as defined below);
For the purpose of (e.g., in exchange for) influencing or inducing official action or inaction, inducing an
unlawful act, or securing an improper advantage; and
In order to obtain, retain, or direct business.

NetApp Employees and Third Parties must also comply with other Applicable Anti-Corruption Laws, and
U.S. federal, state, and local laws, including those that restrict bribes, payments, or provision of other
things of value improperly or illegally to any U.S. government official or employee or private person.

This Policy does not prohibit the payment of legitimate fees, taxes, duties, fines, penalties, or similar
legitimate charges so long as they are for a Non-U.S. Government rather than a Non-U.S. Government
Official.

V. NON-U.S. GOVERNMENT OFFICAL DEFINED

A Non-U.S. Government Official includes:


Any officer or employee of any national, regional, local, or other governmental entity, including elected
officials, political appointees, and civil servants;
Any private person acting in an official capacity for or on behalf of any governmental entity (such as a
consultant retained by a government agency);
Officers and employees of companies in which the state has a majority ownership interest or over
which the state exercises control;
Candidates for political office at any level;
Political parties and their officials;

Officers, employees, or official representatives of public international organizations, such as the World
Bank, United Nations, and International Monetary Fund, etc.; and

In many countries, entities that would typically be privately owned in the U.S. may be owned or
controlled by the local government. Where an entity is majority owned or controlled by the local
government, you should assume that its employees will be considered to be Non-U.S. Government
Officials. Accordingly, all the restrictions that apply to offering or providing anything of value to a Non-
U.S. Government Official will also apply to an employee of a Non-U.S. state-owned or controlled
company.

VI. ACTIVITIES REQUIRING SPECIAL COMPLIANCE ATTENTION

Dealing with Third Parties and Partners

NetApp and its Employees can be held criminally liable for payments to Third Parties (such as distributors
and resellers) and other representatives and consultants (including suppliers and vendors), if such
payments are made with awareness of a high probability or belief that all or part of the payments will be

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used by that Third Party or other representatives and consultants, in whole or in part, to make an improper
payment to a Non-U.S. Government Official, a U.S. government official or employee, or a private person.

Because a Third Party acting on behalf of NetApp or with NetApps knowledge can expose the company
to liability under the FCPA and other Applicable Anti-Corruption Laws, this Policy requires that great care
be taken in dealing with such Third Parties or other representatives or consultants.

Businesses Owned or Controlled by Non-U.S. Government Officials, Their Family Members, and
Close Business Associates

In many countries, it is a common practice for government officials, their family members, or close
business associates to own or operate business enterprises. While such business may be legitimate,
care must be taken to avoid any association with any such enterprise in circumstances that might pose a
risk under the FCPA or other Applicable Anti-Corruption Laws. Proposals to conduct business with, or
other arrangements potentially related to, enterprises owned or controlled by Non-U.S. Government
Officials, their family members, or close business associates must be reviewed and approved in advance
by the NetApp Integrity & Compliance Office or NetApps Legal Department.

Business Courtesies: Gifts, Meals, Entertainment, and Travel

NetApp Employees and Third Parties are permitted to provide gifts, entertainment, meals, travel, and
other expenses associated with events, such as training (collectively Business Courtesies), provided that
such expenses are reasonable, infrequent, modest in amount, authorized, and consistent with this Policy,
other NetApp policies and procedures, the FCPA, and other Applicable Anti-Corruption Laws, including
any Non-U.S. Government Officials own local law and agency rules, and do not cause the recipient to
violate his or her own employers ethical standards.

More specifically, NetApp Employees and Third Parties may provide Business Courtesies as long as all of
the following conditions are met:
The Business Courtesies are:
Actually incurred and directly related to a legitimate business purpose, namely: (1) the
promotion, demonstration, or explanation of NetApps products and services; (2) the
execution or performance of a contract; or (3) the furtherance of general goodwill;
Consistent with applicable law, including the FCPA and other Applicable Anti-Corruption
Laws, including any Non-U.S. Government Officials own local law and agency rules;
Consistent with NetApps policies and procedures, including NetApps gifting and
entertainment limits, Travel & Expense Guide, and approval processes, per below;
Within the limits stated in the Gifts & Entertainment to non-U.S. Government Officials Guide,
if intended for non-U.S. Government Officials;

Approved by the USPS Legal team, if intended for any U.S. government official or employee
(both Federal and SLED);
Not a result of any solicitation;
Not associated with any sexually-oriented entertainment, including entertainment at strip
clubs, gentlemens club, hostess bars, and similar adult entertainment establishments; or
entertainment involving gambling;
Infrequent, modest, consistent with local business customs and practices, do not reflect
adversely on NetApp if publicly-disclosed, do not involve adult entertainment, are otherwise
consistent with NetApps commitment to diversity and mutual respect, do not cause the

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recipient to violate his or her own employers ethical standards, and are appropriate for the
occasion and the seniority level of the recipient;
Not associated with any sexually-oriented entertainment, including entertainment at strip
clubs, gentlemens club, hostess bars, and similar adult entertainment establishments; or
entertainment involving gambling;
Not cash or cash equivalents ; and
Documented with receipts and properly accounted for in NetApps books and records.
No Business Courtesy may be paid, reimbursed, or provided in circumstances in which one could
reasonably infer that the Business Courtesy was intended to bribe or provide anything of value in
exchange for obtaining (or retaining) business or an improper advantage.

All Business Courtesy expenses must be properly documented to reflect: (a) the purpose of the Business
Courtesy; (b) the individual receiving it and whether they are a Non-U.S. Government official; (c) the
recipient's organization and position; (d) a description of the Business Courtesy; and (e) the amount or
value of the Business Courtesy.

The following is a summary table of NetApps Business Courtesy giving limits and approval requirements.
See also: the Business Courtesies section of the Global Travel & Expense Policy located on the
Finance Policies site.

Gifts and Entertainment Matrix


Giving Gifts Approval Requirements
Private Sector: Value < U.S. $100 No Approval
Private Sector: Value > U.S. $100 VP Approval in Advance
Non-U.S. Government Official Check the Gifts & Entertainment to non-U.S. Government
Officials Guide
If needed, contact the NetApp Integrity & Compliance
Office for Approval in Advance
U.S. Government Official (Federal and SLED) USPS Legal Team Approval in Advance
Giving Entertainment and Travel Approval Requirements
Private Sector: Value < U.S. $150 No Approval
Private Sector: Value > U.S. $150 VP Approval in Advance
Private Sector: Value > U.S. $750 for 5 people
Non-U.S. Government Official Check the Gifts & Entertainment to non-U.S. Government
Officials Guide
If needed, contact the NetApp Integrity & Compliance
Office for Approval in Advance
U.S. Government Official (Federal and SLED) USPS Legal Team Approval in Advance
Receiving Gifts, Entertainment, and Travel Approval Requirements
Private Sector: Value < U.S. $100 No Approval
Private Sector: Value > U.S. $100 VP Approval
U.S. Government Official (Federal and SLED) USPS Legal Team Approval in Advance
Additional Requirements for Gifts, Entertainment & Travel
NetApp Employees and Third Parties may provide Business Courtesies as long as they are:
Actually incurred and directly related to a legitimate business purpose, namely: (1) the promotion,
demonstration, or explanation of NetApps products and services; (2) the execution or performance of a
contract; or (3) the furtherance of general goodwill;
Consistent with applicable law, including the FCPA and other Applicable Anti-Corruption Laws, including any
Non-U.S. Government Officials own local law and agency rules;
Consistent with NetApps policies and procedures, including NetApps gifting and entertainment limits, Travel
& Expense Guide, and approval processes, per below;
Within the limits stated in the Gifts & Entertainment to non-U.S. Government Officials Guide, if intended for

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non-U.S. Government Officials;


Approved by the USPS Legal team, if intended for any U.S. government official or employee (both Federal
and SLED);
Not a result of any solicitation;
Not associated with any sexually-oriented entertainment, including entertainment at strip clubs,
gentlemens club, hostess bars, and similar adult entertainment establishments; or entertainment involving
gambling;
Infrequent, modest, consistent with local business customs and practices, do not reflect adversely on NetApp
if publicly-disclosed, do not involve adult entertainment, are otherwise consistent with NetApps commitment
to diversity and mutual respect, do not cause the recipient to violate his or her own employers ethical
standards, and are appropriate for the occasion and the seniority level of the recipient.
Not cash or a cash equivalent; and
Documented with receipts and properly accounted for in NetApps books and records.

MDF

All Marketing Development Funds (MDFs) must be disbursed in accordance with this Policy and the
applicable MDF Guide. For further information, see the MDF Guide for your geographic area. To the
extent there is a conflict between the applicable MDF Guide and this Policy, this Policy takes precedence.

Solicitation and Extortion

NetApp Employees and Third Parties who are solicited by another person such as a Non-U.S.
Government Official, U.S. Government official, or employee or representative of a private entity to make
a direct or indirect payment of anything of value that this Policy, our other policies and procedures, the
FCPA, or Other Applicable Laws restrict should politely, but firmly, decline the request. NetApp prohibits
bribery by its Employees and Third Parties whether or not solicitation has occurred. The fact that
solicitation has occurred is not an excuse. In no event should NetApp Employees and Third Parties make
statements that could be construed as agreeing to or condoning such payments requested by any
solicitation. All solicitations should be promptly reported internally to the solicited Employees manager
and the NetApp Integrity & Compliance Office or NetApp Legal Department.

Extortion is when a public official or other person having a position of authority or control misuses that
authority or control to secure an undue advantage from NetApp, based on threats of serious physical
harm to the health or safety of an individual person or persons. Extortion, when it is accompanied by an
imminent and credible threat of serious physical harm to an individual person or persons, may constitute
an excuse for payments that would otherwise be prohibited. While the presence of weapons alone may
not constitute an imminent and credible threat, the brandishing of weapons or any threat to your safety
may. Wherever possible, NetApp Employees should report instances of extortion or attempted extortion
to their manager prior to making any payments and seek guidance on how to proceed. Where this is not
possible, NetApp Employees should make payments necessary to keep themselves safe and secure and
promptly report such instances after the fact.

NetApp Employees and Third Parties are strictly prohibited from soliciting bribes or other inducements in
return for an advantage relating to NetApps business. For example, the request of receipt of a payment,
gift or personal benefit, or a benefit to ones family members in return for a contract between a supplier
and NetApp are strictly prohibited.

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If you have any questions about whether a payment or other benefit can be provided consistent with this
Policy, seek guidance from the NetApp Integrity & Compliance Office or NetApp Legal Department.

Charitable Contributions

If charitable contributions and donations are made for the purpose of inducing official action or gaining
improper advantage, they may be found to violate the FCPA and other Applicable Anti-Corruption Laws,
even if payments are not made directly to a Non-U.S. Government Official, U.S. government official, or an
employee, executive, or other representative of a private entity. No charitable contributions may be made
or reimbursed by NetApp in any country, unless they are made consistent with NetApp policies, with the
advice of the Manager of Corporate Philanthropy (HR), and with the proper NetApp corporate approvals
under the charitable contributions approval process. Questions to consider when making charitable
payments are:
What is the purpose of the payment?
Is the payment consistent with NetApps internal guidelines and applicable policies on charitable
giving?
Is the payment at the request of a Non-U.S. Government Official, U.S. government official, or an
employee, executive, or representative of a private entity?
Is a Non-U.S. Government Official associated with the charity and, if so, can the Non-U.S.
Government Official make decisions regarding NetApps business in that country?
Is the payment conditioned upon receiving business or other benefits?
For additional guidance, see the Charitable and Political Contributions Policy located on the HR website.

Political Contributions

The FCPA prohibits contributions, whether cash or in-kind, to Non-U.S. Government Official political
parties, party officials, and candidates to the same extent as payments to current Non-U.S. Government
Officials. U.S. federal and state laws also place restrictions upon contributions to political parties and
candidates for public office by entities that do business with the government. No political contributions
may be made or reimbursed from NetApp funds, or made by Third Parties, on behalf of NetApp. For
additional guidance, see the Charitable and Political Contributions Policy located on the HR website.

Facilitating Payments

In certain parts of the world, it is common for Non-U.S. Government Officials to demand small payments
to expedite or secure the performance of a routine governmental action, such as to obtain a visa or to
schedule an inspection (facilitating or grease payments). Even though the FCPA does not restrict
these types of payments, and they may be customary in certain parts of the world, these payments are
widely prohibited under other Applicable Anti-Corruption Laws.

NetApp prohibits its Employees and Third Parties from making facilitation payments on behalf of NetApp
absent specific authorization by the NetApp Integrity & Compliance Office or the NetApp Legal
Department, no matter how small the amount or how common or ordinary the payment may appear.

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Mergers and Acquisitions

Mergers and acquisitions may give rise to significant anti-corruption risks, particularly if the target
company conducts business in a country or sector in which corruption is prevalent. To mitigate these
risks, to the extent practicable, the NetApp Legal Department (or its designated representatives) will
conduct appropriate targeted, risk-based anti-corruption due diligence in connection with any merger or
acquisition of a target where such risks are material. In addition, the definitive acquisition agreement(s)
will contain appropriate contractual provisions, including appropriate representations and warranties
regarding the targets compliance with the FCPA and Applicable Anti-Corruption Laws.

VII. COMPLETE AND ACCURATE FINANCIAL RECORDKEEPING REQUIRED

NetApp Employees and Third Parties will maintain books, records, and accounts that, in reasonable detail,
completely and accurately reflect transactions and dispositions of funds. To comply with these
requirements, NetApp Employees and Third Parties must maintain complete and accurate records with
respect to all transactions and expenditures undertaken on behalf of NetApp. Attempts to create false or
misleading records are forbidden, and no false or misleading entries shall be made in the company books
and records for any reason. No undisclosed or unrecorded funds, such as off the books accounts, shall
be established for any purpose. This Policy covers not only expenses incurred or transactions undertaken
by NetApp Employees, but also expenses incurred by Third Parties for which reimbursement from NetApp
is requested.

NetApps policy also requires Employees to follow all compliance procedures and internal control
requirements. The structuring of transactions to evade such requirements is prohibited.

VIII. ANTI-CORRUPTION POLICY MANAGEMENT AND OVERSIGHT

NetApp Management

NetApp Management will ensure that: (1) substantial discretionary authority is not delegated to
employees that may engage in risky behavior; (2) the compliance function has adequate resources; (3)
information regarding possible violations of this Policy, the FCPA, and other Applicable Anti-Corruption
Laws is reported internally; and (4) there is appropriate discipline of NetApp Employees and Third Parties
involved in breaches of this Policy.

Business Units

Relevant NetApp Business Units will work with the NetApp Integrity & Compliance Office, Finance, and
Internal Audit to develop appropriate procedures for their operations, consistent with this Policy and
NetApps internal controls, and to facilitate training to NetApp Employees and Third Parties who engage in
international business transactions to ensure that the purposes of this Policy are fulfilled.

Legal and Internal Audit

The NetApp Integrity & Compliance Office or Internal Audit will periodically review the effectiveness of
this compliance program, propose improvements as appropriate, investigate potentially-credible
allegations of conduct in violation of this Policy and Applicable Anti-Corruption Laws, and report on the
program.

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Finance and Accounting

NetApp Finance will: (1) establish and maintain a system of internal controls; (2) ensure that payments
are approved, or reimbursements are provided, by NetApp in accordance with this Policy; (3) ensure that
all books and records of NetApp are complete and accurate and conform to applicable NetApp policies
and procedures; and (4) report to appropriate supervisory employees regarding anti-corruption
compliance matters.

IX. APPLICABILITY OF LOCAL LAW

NetApp Employees and Third Parties are responsible for complying with U.S. laws and all Applicable Anti-
Corruption Laws. To the extent that any local law conflicts with any aspect of this Policy, you should seek
advice from the NetApp Integrity & Compliance Office or the NetApp Legal Department.

X. VIOLATIONS

A violation of the FCPA or other Applicable Anti-Corruption Laws by a NetApp Employee or Third Party
may result in severe consequences for NetApp and the Employee and Third Party involved, including civil
fines and sanctions and criminal fines and imprisonment. In addition, failure by a NetApp Employee or
Third Party to comply with this Policy may result in disciplinary or contractual action by NetApp, up to and
including termination, with or without notice, according to applicable law.

XI. SEEKING GUIDANCE

If you need assistance in determining whether an action is consistent with this Policy, NetApps Code of
Conduct, or an Applicable Anti-Corruption Law, contact the NetApp Integrity & Compliance Office: dl-
integrity@netapp.com (internal), xdl-integrity@netapp.com (external), or the NetApp Legal Department.

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REFERENCE DOCUMENTS

In addition to this policy, you should read and understand the following additional policies, including:

Code of Conduct NetApp Integrity & Compliance Office site: http://legal.corp.netapp.com/ico


Gifts and Entertainment to non-US Government Officials Guide NetApp Integrity & Compliance
Office site: http://legal.corp.netapp.com/ico
Gifts and Entertainment Q&A NetApp Integrity & Compliance Office site:
http://legal.corp.netapp.com/ico
Global Travel & Expense Policy NetApp Finance site: http://live.netapp.com/docs/DOC-19696
Global Travel & Expense Policy Appendix NetApp Finance site: http://live.netapp.com/docs/DOC-
22760

Global Travel & Expense Handbook NetApp Finance site: http://live.netapp.com/docs/DOC-22757

GSPS.040 Global Corporate Card Policy NetApp Finance site: http://live.netapp.com/docs/DOC-


19610

NetApps Charitable & Political Contributions Policy NetApp HR site:


http://hr.corp.netapp.com/policies/charitable-contributions.html
NetApps U.K. Anti-bribery Policy: http://emea-web.europe.netapp.com/hr/uk/policies/anti-bribery.html
MDF Guides on the NetApp Field Portal:
AMER/USPS: https://fieldportal.netapp.com/viewcontent.asp?qv=1&docid=16792
EMEA: https://fieldportal.netapp.com/viewcontent.asp?qv=1&docid=34100
APAC: https://fieldportal.netapp.com/viewcontent.asp?qv=1&docid=16795

CONTACT INFORMATION

NetApp Integrity & Compliance Office

Email: dl-integrity@netapp.com (internal); xdl-integrity@netapp.com (external)


Website: http://legal.corp.netapp.com/ico
Mail:
NetApp, Inc.
Attention: Integrity & Compliance Office
495 East Java Drive
Sunnyvale, CA 94089

NetApp Compliance Hotline

Report concerns via the Internet:

All countries except for the EU, Spain and Portugal: NetApp Compliance Hotline

EU Countries: NetApp Compliance Hotline EU Countries

Spain & Portugal: NetApp Compliance Hotline Spain & Portugal

Report concerns via telephone:

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From the U.S. and Canada: 1-855-226-5542

From outside the U.S. and Canada:


1. Go to http://www.business.att.com/bt/access.jsp
2. Find your country in the alphabetical listing
3. Locate the direct code that is listed for your country in the AT&T direct code column
4. Dial the AT&T Direct Code
5. When prompted; dial 855-226-5542

NetApp has a policy of not retaliating against anyone who reports concerns in good faith.

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