Administering this Policy and assisting in its implementation, including by monitoring trading in the Company Securities;

Responding to all inquiries relating to this Policy and its procedures, including by preparing and issuing additional guidelines to implement this Policy and the procedures and standards hereunder;

Designating and announcing special trading blackout periods during which Insiders may not trade in Company Securities;

Administering, monitoring and enforcing compliance with all applicable insider trading laws and regulations, including, without limitation, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and assisting in the preparation and filing of all required reports relating to insider trading in Company Securities;

Proposing revisions to this Policy as necessary to reflect changes in applicable insider trading laws and regulations; and

Maintaining records of all documents required by the provisions of this Policy or the procedures set forth herein.

So long as any Insider is in possession of Material Non-public information regarding the Company, he or she may not (1) transact in Company Securities or (2) subject to clause F below, pass along the information to (“tip”) others or make recommendations to others regarding the purchase or sale of any Company Securities. Transactions subject to this Policy include purchases, sales and bona fide gifts of Company Securities. “Purchase” includes not only the actual purchase of a security, but any contract to purchase or otherwise acquire a security. “Sale” includes not only the actual sale of a security, but any contract to sell or otherwise dispose of a security.

No Insider may trade in Company Securities outside of the applicable “trading windows” described in Section 6 below.

No Insider may give trading advice of any kind about the Company to anyone while possessing Material Non-public information about the Company, except that Insiders should advise others not to trade if doing so might violate the law or this Policy. The Company strongly discourages all Insiders from giving trading advice concerning the Company to third parties even when the Insiders do not possess Material Non-public information about the Company.

No Insider who has become aware of Material Non-public information about another publicly traded company, including our vendors, suppliers and customers, when that information is obtained in the course of his or her affiliation or service with the Company, may (a) trade in the securities of such other company while possessing Material Non-public information concerning that company, (b) recommend that another person place a purchase or sell order in such company’s securities while possessing Material Non-public information concerning that company, or (c) convey such Material Non-public information to another person if such Insider knows or has reason to believe that the third party will misuse such information by trading in such company’s securities or passing such information to others who may so trade. You should treat Material Non-public information about our business partners with the same care required with respect to information related directly to the Company.

As further described below, we have determined that the above prohibition will also apply to so-called “shadow trading,” in which Insiders use Material Non-public information (“MNPI”) regarding the Company to trade in the securities of another, peer company. “Shadow trading” is an emerging theory under the federal securities laws.  The SEC has alleged (and a US court recently upheld the SEC’s position) that an employee of one company (company A) misappropriated MNPI concerning an acquisition of its employer (company A) and then committed insider trading by purchasing options in company B, a close competitor of company A. Although the MNPI did not relate to the close competitor, the employee anticipated that the competitor’s stock price would materially increase on the news of its employer’s acquisition and that the MNPI was material to the competitor. To that end, the Company forbids any Insider from trading in the securities of any company in the Company’s industry segment (i.e. Akamai Technologies, Inc., Imperva Inc., Thales S.A., Netscout Systems, Inc., Cloudflare, Inc., Corero Network Security PLC., F5 Networks, Inc. A10 Networks, Inc. and Citrix Systems, Inc.) without the pre-clearance or pre-approval of the Compliance Officer.

This Policy, including the aforesaid prohibitions, applies to family members of Insiders who reside with such Insider (including a spouse, children, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), anyone else who lives in the Insider’s household, and any family members who do not live in the Insider’s household but whose transactions in Company Securities are directed by, or are subject to the influence or control, of the Insider (collectively referred to as “Family Members”). Insiders are responsible for the transactions of these Family Members and therefore should make them aware of the need to confer with the Insider before they trade in Company Securities. This Policy does not, however, apply to personal Securities transactions of Family Members where the purchase or sale decision is made by a third party not controlled by, influenced by or related to an Insider or his or her Family Members. This Policy also applies to any entities that an Insider influences or controls including any corporations, partnerships, or trusts (collectively referred to as “Controlled Entities”), and transactions by these Controlled Entities should be treated for the purposes of this Policy and applicable securities laws as if they were for the Insider’s own account.

The Company strongly encourages Insiders not to trade the Company Securities on a short-term basis (other than shares received upon exercise of an option).

The following transactions are also discouraged and all Insiders must receive approval from the Compliance Officer before entering into any such transactions¹: (i) purchasing on margin or pledging Company Securities as collateral; (ii) short sales (i.e., the sale of a security that the seller does not own); (iii) hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds; (iv) buying or selling put or call options; or (v) engaging in  opposite-way transactions in any Company Securities of the same class for at least six months after the purchase or sale.

Qualified Trading Plan. The U.S. securities laws allow for specific safe harbors from insider trading liability, such as a written trading plan that complies with Rule 10b5-1(c) promulgated under the Exchange Act (“Rule 10b5-1(c)”). Once such a Qualified Trading Plan has been adopted, trading in Company Securities through the Qualified Trading Plan may occur even during a “black-out period” (as described in Section 6 below) or when the person on whose behalf such trade occurs is aware of Material Non-public information. For purposes of this Policy, a “Qualified Trading Plan” is a written plan (including contract or instruction) for purchasing or selling Company Securities which the Compliance Officer approved in writing that it complies with Rule 10b5-1(c), including the following requirements:

The plan is adopted while the Company is not in a “black-out” period;

The plan was adopted before the individual was in possession of Material Non-public information about the Company;

The plan is adhered to strictly, entered into in good faith and not part of a plan or scheme to evade the prohibitions of Rule 10b5-1(c);

The plan imposes a waiting period between the time a plan is adopted or amended and the date of the first trade under the plan (“cooling-off period”), which cooling-off period shall be the minimum period required under Rule 10b5-1(c);

The plan (a) specified the amount of securities to be purchased or sold and the price at which and the date on which the securities were to be purchased or sold; (b) included a written formula or algorithm, or computer program, for determining the amount of securities to be purchased or sold and the price at which and the date on which the securities were to be purchased or sold; or (c) did not permit the person to exercise any subsequent influence over how, when, or whether to effect purchases or sales; provided, in addition, that any other person who, pursuant to the plan, did exercise such influence must not have been aware of the Material Non-public information when doing so; and

At the time it is adopted the plan conforms to all other requirements of Rule 10b5-1(c) (including the prohibition on using multiple overlapping plans set forth therein) and such other guidelines that the Compliance Officer may adopt under this Policy.

Irrevocable Instructions: An irrevocable order to the Company’s options administrator to exercise and sell shares underlying options or RSUs under the Company’s share incentive plans may also be considered a Qualified Trading Plan; provided it is approved in advance by the Compliance Officer.

Exercise of Stock Options. The trading prohibitions and restrictions of this Policy generally do not apply to the exercise(s) of stock options where no Company Securities are sold in the market to fund the option exercise price (e.g., a net exercise in which the optionee receives a net number of shares from Radware that is equal to the number of shares exercised less the number of shares retained by Radware to cover the exercise price of the shares in accordance with the applicable equity-based award). Notwithstanding, absent a Qualified Trading Plan, the trading prohibitions and restrictions of this Policy shall apply in the event that Company Securities are deemed to be exercised pursuant to a cashless exercise of stock options and the like where Company Securities are sold in the market to fund the option exercise price (e.g., “broker assisted” cashless exercise of options or open-market sales to cover taxes upon the vesting of RSUs).

Bone fide gifts. Bona fide gifts are generally permitted, even during a blackout period (described below), unless you have reason to believe that the recipient intends to sell Company Securities before the earliest time after the gift is completed that you are permitted to sell Company Securities on the open market under this Policy. Whether a gift is bona fide will depend on the circumstances surrounding the gift, and, accordingly, any Insider who wishes to make a gift during a time such Insider will not otherwise be permitted to transact under this Policy, Insider must pre-clear (by obtaining written approval, which may be via email) such gift with the Compliance Officer.

All Management Insiders are prohibited from trading Company Securities during four quarterly "blackout periods". The four blackout periods with respect to Management Insiders shall commence 30 calendar days  prior to the end of the fiscal quarter and shall end two (2) trading days after the release to the public of the Company’s earnings for the prior fiscal quarter.

All other Insiders are prohibited from trading Company Securities during four quarterly blackout periods. The four blackout periods with respect to Insiders that are not Management Insiders shall commence 15 calendar days prior to the end of the fiscal quarter and shall end two (2) trading days after the release to the public of the Company’s earnings for the prior fiscal quarter.

All Management Insiders and other persons designated from time to time by the Compliance Officer are required to pre-clear (by obtaining written approval, which may be via email) with the Compliance Officer all their proposed transactions in the Company Securities and in the securities of other companies as described in section 3-D above to confirm that there is no Material Non-public information which would make such transactions appear suspect. All other Insiders are encouraged (but not required) to give the Compliance Officer advance notice of all their proposed transactions in Company Securities and in the securities of other companies as described in section 3-D above.

Note that some trades by Insiders must be immediately reported to the SEC and may be subject to added legal restrictions.  The Insider, and not the Company, has the responsibility to ensure that required filings are made on a timely basis.  The Company is happy to assist Company employees in this regard.

All Insiders are asked to read the Insider Guidelines for the Preservation and Protection of Confidentiality of Information attached hereto as Appendix A, and such other guidelines that the Compliance Officer may circulate from time to time, carefully and thoroughly.

The Company believes in an "open door" policy to inquiries concerning factual matters from financial analysts, stockholders, reporters and others who have a legitimate interest in its affairs.  However, in order to guard against the release of Non-public information, all such inquiries should be directly referred to the Compliance Officer; no Insider should respond to inquiries from financial analysts, stockholders, reporters or others. In this respect, see also the Company’s Disclosure Policy.

Insiders must take reasonable measures to prevent the misuse or premature disclosure of Material Non-public information.

Insiders should not leave documents containing Material Non-public information open on their desks, particularly overnight.

Insiders should not leave computer files containing Material Non-public information open and viewable on the monitor by individuals passing through the office when not in use by the Insider working with such information.  Laptop computers which contain Material Non-public information must be appropriately safeguarded by Insiders.

Insiders must exercise extreme caution when discussing matters relating to the Company or its subsidiaries in public places and refrain from discussing confidential information on speakerphones and cellular phones where such discussions may lead to the disclosure of such information to unauthorized persons.

Insiders must not remove Material Non-public information from the office unless appropriate precautions have been taken to safeguard and protect such information from unauthorized disclosure.

Insiders must exercise caution prior to sending Material Non-public information via email transmission (for example, by indicating “Confidential – For Recipient Only” or “Do Not Forward” in the text of a transmission).

Insiders must exercise caution when leaving messages containing Material Non-public information on voicemail systems to ensure the confidentiality thereof.

Insiders may not communicate Material Non-public information learned or developed through employment or service with the Company or its subsidiaries to other persons (an activity known as “tipping”) and may not recommend that anyone purchase or sell any Securities on the basis of such Material Non-public information.