This Indemnification Agreement ("Agreement") is entered by and among SonicWALL, Inc., a California
corporation (the "Company"), and each of the indemnities listed on the signature pages hereto (collectively, the
"Indemnitees"), at and as of the date or dates set forth on the signature pages hereto.
A. The Company and Indemnitees recognize the continued difficulty in obtaining liability insurance for its
directors, officers, employees, controlling persons, agents and fiduciaries, the significant increases in the cost of
such insurance and the general reductions in the coverage of such insurance.
B. The Company and Indemnitees further recognize the substantial increase in corporate litigation in general,
subjecting directors, officers, employees, controlling persons, agents and fiduciaries to expensive litigation risks at
the same time as the availability and coverage of liability insurance has been severely limited.
C. Indemnitees do not regard the current protection available as adequate under the present circumstances, and
Indemnitees and other directors, officers, employees, controlling persons, agents and fiduciaries of the Company
may not be willing to serve in such capacities without additional protection.
D. The Company (i) desires to attract and retain the involvement of highly qualified groups, such as Indemnitees,
to serve the Company and, in part, in order to induce each Indemnitee to be involved with the Company and (ii)
wishes to provide for the indemnification and advancing of expenses to each Indemnitee to the maximum extent
permitted by law.
E. In view of the considerations set forth above, the Company desires that each Indemnitee be indemnified by the
Company as set forth herein.
NOW, THEREFORE, the Company and each Indemnitee hereby agrees as follows:
a. Indemnification of Expenses. The Company shall indemnify and hold harmless each Indemnitee (including its