Code of Conduct

Introduction

Pegasystems is committed to the highest standards of ethical and legal conduct. We have adopted this Code of Conduct to communicate the ethical and legal standards we expect all Pegasystems personnel to observe when dealing with Pegasystems, their colleagues, our customers, partners and suppliers, and others. This Code applies to all of our officers, full and part-time employees, interns, natural persons retained as independent consultants and members of the Board of Directors of Pegasystems and its subsidiaries worldwide.

Our core principles are to:

  • Comply with the letter and spirit of the laws and regulations applicable to our business;
  • Avoid actual or perceived conflicts of interest;
  • Protect our corporate assets and the confidential information of those with which we do business;
  • Be honest, fair and trustworthy with customers, employees, partners, investors and governmental agencies;
  • Maintain a corporate culture that values and nurtures ethical conduct at all levels of the organization;
  • Compete fairly, honestly and vigorously; and
  • Foster an environment that stimulates creativity and intellectual growth and encourages teams of employees to anticipate and address customer needs with energy, enthusiasm and flair.

It is your responsibility to understand and comply with these core principles and the specific policies of this Code. It is also your responsibility to report any known or suspected violations of this Code in accordance with the procedures described at the end of the Code. Any violation of this Code may result in disciplinary action, including suspension or termination of employment. If a violation also constitutes a violation of the law, that violation may also result in criminal prosecution.

It is not possible to create policies that address all circumstances or answer all questions with respect to legal and ethical conduct. When in doubt about the correct course of action, you should consult your supervisor, any officer of the company or our Chief Compliance Officer for guidance.

In addition to this Code of Conduct, Pegasystems has other policies concerning employee conduct. All employees must review and comply with these policies, which are located on the Pegasystems Intranet – Employee Portal under "Compliance".

Pegasystems Property

The equipment, tools, materials and supplies with which we accomplish our jobs have been purchased for a specific purpose. Unauthorized removal, misapplication or waste of these items places an unnecessary financial burden on Pegasystems, handicapping our ability to operate profitably and may be a violation of criminal law.

Your responsibilities:

  • To protect Pegasystems’ assets from theft and unauthorized, inappropriate, careless or wasteful use;
  • To report any theft, attempted theft or misuse of Pegasystems’ assets to your supervisor or our Chief Compliance Officer;
  • To use Pegasystems’ assets only for activities related to your employment or for activities that have been approved in writing in advance by Pegasystems (you may make reasonable use of Pegasystems’ office equipment and supplies for occasional personal use if that use represents an insignificant expense to Pegasystems); and
  • To never use Pegasystems’ assets for unlawful purposes.

Confidential Information

Our trade secrets and other proprietary information are valuable assets. Protection of this information is vital for our continued growth and competitiveness. Typical proprietary and trade secret information includes strategic, business, marketing, financial and product plans; revenues, profits and any unpublished financial or pricing information; methods and systems; employee rosters; customer and vendor lists and detailed information regarding customer requirements, preferences, business habits and plans.

From time to time, we are also entrusted by our customers, suppliers and other partners with their trade secrets and proprietary information. Our policy is to protect this confidential information with the same care that we use to protect our own confidential information. In addition, you must abide by any agreement that you may have entered into with previous employers that restrict the use of that company’s confidential information.

Your responsibilities:

Except when disclosure is legally mandated (and then only to the extent required by law and after consultation with our Vice President and General Counsel), your responsibilities regarding proprietary and trade secret information include:

  • To not disclose proprietary or trade secret information to anyone outside of Pegasystems, including visitors to Pegasystems’ facilities, investors, customers, suppliers or members of your family;
  • To avoid inadvertent disclosure of proprietary or trade secret information, including on blogs, social media outlets, wikis or forums, or in public or customer presentations;
  • To not use proprietary or trade secret information for your own benefit or for the benefit of anyone other than Pegasystems;
  • To only disclose proprietary or trade secret information to other Pegasystems personnel who need to know or use the information in the course of their duties for Pegasystems and who are aware that it constitutes a trade secret or proprietary information;
  • To maintain the confidentiality of Pegasystems’ proprietary and trade secret information, even after you have left your employment with Pegasystems, until the information becomes publicly available or Pegasystems no longer considers it a trade secret or proprietary information;
  • To return to Pegasystems, either at the request of Pegasystems or when you leave the employment of Pegasystems, (and not keep copies of) correspondence, printed matter, documents or records of any kind, describing specific process knowledge, procedures, and special Pegasystems’ ways of doing things, whether classified or not;
  • To not reveal to any person at Pegasystems or use in connection with your work at Pegasystems any information that you believe is a trade secret or proprietary information belonging to a former employer or any other third party;
  • To comply with the confidentiality obligations of Pegasystems set forth in our agreements with others;
  • To never use illegal or questionable means to acquire a competitor’s trade secrets or other confidential information, such as trespassing, burglary, wiretapping, bribery, stealing, seeking confidential information from a new employee who recently worked for a competitor, or misrepresenting your identity in hopes of obtaining confidential information;
  • To collect, use, process and disclose personal information of any individual in accordance with applicable law, our internal policies and our contractual obligations to customers; and
  • To consult with the our Vice President and General Counsel for guidance, if there is any doubt about what constitutes a trade secret or proprietary information or permissible use thereof.

Data Privacy

Through the natural course of business, you may use, process, have access to, or collect the personal information of other employees, customers, partners, contractors, and/or third-party vendors. This information may include, but is not limited to, name, address, birthdate, billing records, banking records, health records, employment records, and credit card information. It is Pegasystems’ policy to protect personal data against the risk of loss, destruction, unauthorized access or use, modification, or disclosure, and this policy applies to all directors, officers, employees, and contractors of Pegasystems and of its subsidiaries.

Any act or omission that materially compromises either the security, confidentiality, or integrity of personal information or the physical, technical, administrative, or organizational safeguards put in place by Pegasystems or our customers, including unauthorized access to, or disclosure or acquisition of personal information, is considered a breach of this code.

Your responsibilities:

  • To obtain and/or process personal data only by lawful means and for lawful purposes within the scope of business, with the appropriate consents and permissions;
  • To verify that there are no additional legal restrictions in the transferring of the personal data of Pegasystems employees or those of our customers, including to other employees of Pegasystems or entities within Pegasystems, domestically and/or internationally; and
  • To contact the appropriate departmental head of security, as well as the Chief Compliance Officer, immediately if you learn of an actual or potential data security breach internally or from a source outside of Pegasystems.

Employees

We respect, value, and welcome diversity in our workforce, customers, partners and suppliers. We will comply with applicable laws and provide equal employment opportunity for all applicants and employees without regard to race, color, religion, sex, national origin, ancestry, age, disability, veteran status, marital status, sexual orientation or gender identity. This applies to all areas of employment. We also provide reasonable accommodation to disabled applicants and employees to enable them to apply for and to perform the essential functions of their jobs.

We are committed to providing a workplace free of sexual harassment as well as harassment based on race, color, religion, sex, national origin, ancestry, age, disability, veteran status, marital status, sexual orientation or gender identity. We will not tolerate any harassment in the workplace.

We are also committed to providing a safe workplace for all employees and expect a productive work environment to be maintained at all times.

Your responsibilities:

  • To make yourself aware of and comply with Pegasystems’ policies that apply to employment practices;
  • To report immediately any suspected violations of those policies to our Vice President of Human Resources;
  • To not be insubordinate, or refuse or intentionally fail to perform a work assignment;
  • To not be excessively tardy or absent without authorization;
  • To not harass or threaten anyone either verbally, physically or through media;
  • To not bring or carry weapons or explosives of any sort (even if you possess an appropriate permit or license) on Pegasystems’ premises or when conducting Pegasystems’ business;
  • To not drive a motor vehicle or operate Pegasystems equipment or perform any duties for or on behalf of Pegasystems while under the influence of alcohol or controlled substances;
  • To limit consumption of alcoholic beverages on Pegasystems’ premises to specific celebratory events approved by an authorized officer of Pegasystems;
  • To not threaten, fight or attempt bodily harm on another; and
  • To not store any contraband, illegal drugs, toxic materials, weapons or explosives on Pegasystems’ property.

Activities Outside of Work

It is our policy and expectation that, except as otherwise specifically approved in writing by an employee’s manager, each Pegasystems employee will devote substantially all of his or her efforts during normal business hours to his or her duties for Pegasystems. You are not permitted to engage in a “free-lance” or “moonlighting” occupation or activity that will encroach on the time or attention that should be devoted to your duties for Pegasystems, adversely affect the quality of your work, compete with Pegasystems’ activities, imply sponsorship or support by Pegasystems, or adversely affect the good name of Pegasystems. Employees who engage in other permitted employment may not use Pegasystems’ time, facilities, resources or supplies for that work.

You are expected to be of high moral and legal character outside of work, and not to act in ways that might reasonably be expected to tarnish Pegasystems’ reputation. Employees who are charged with or convicted of felonies, or are engaged in other activities that are materially inconsistent with this expectation, may be subject to discipline, which may include suspension or termination of employment.

Your responsibilities:

  • To dedicate your full working time and attention to your duties for Pegasystems;
  • To avoid using any of Pegasystems’ property or facilities for any purpose other than carrying out your duties for Pegasystems; and
  • To report promptly to our Senior Vice President of Human Resources if you are ever charged with, or convicted of, a felony or engage in any other conduct outside of work that, if publicly known, could be expected to tarnish our reputation.

Conflict of Interest

You must act in the best interests of Pegasystems. You must not engage in any activity that presents a “conflict of interest” with Pegasystems. A conflict of interest occurs when your private interests (or the private interests of your immediate family or a member of your household) is at odds with the interests of Pegasystems. We expect that you will not knowingly place yourself in a position that would be, or creates the appearance of being, in conflict with the interests of Pegasystems and that you will carry out your duties and responsibilities for Pegasystems honestly, objectively and effectively. Any business opportunities identified while conducting Pegasystems’ business belong to Pegasystems and may not be used for the benefit of you, any member of your family or household, or anyone else other than Pegasystems.

Examples of situations that could constitute a conflict of interest:

  • Conducting business with a company owned, partially owned, or controlled by you or a member of your family or household;
  • Ownership of more than two percent of the stock of a company that competes or does business with Pegasystems (other than indirect ownership as a result of owning a widely-held mutual fund);
  • Working as an employee or a consultant of a competitor, customer, partner or supplier of Pegasystems, or any governmental entity that regulates or oversees us;
  • Doing any work for a third party that may adversely affect your performance or judgment on the job or diminish your ability to devote the necessary time and attention to your duties; and
  • Appropriating or diverting to yourself or others any business opportunity or idea identified while conducting Pegasystems’ business or in which Pegasystems might otherwise have an interest.

Your responsibilities:

  • To disclose any transaction or relationship that reasonably could be expected to give rise to an actual or perceived conflict of interest to our Chief Compliance Officer;
  • To avoid any actual or perceived conflict of interest situation unless you obtain the prior written approval of our Chief Compliance Officer;
  • To promptly report to your supervisor, and refrain from exploiting for anyone other than Pegasystems, any business or financial opportunities that you become aware of as a result of your position at Pegasystems or in which Pegasystems might otherwise have an interest; and
  • To obtain the approval of the Audit Committee before hiring on behalf of Pegasystems any former or current partner, principal or professional employee of Pegasystems’ independent auditor in order to avoid jeopardizing the independence of Pegasystems’ independent auditor.

Gifts

It is our policy that you or members of your immediate family may not give or accept gifts, in any form, including personal services or favors, if those gifts would or could appear to inappropriately influence business decisions or judgments by you or our customers, partners, suppliers or others doing business with us. Gifts of any amount may never be solicited, and a gift of cash or securities, no matter how low the value, may never be accepted.

Your responsibilities:

  • To not solicit gifts from anyone;
  • To avoid even the implication of impropriety, you should decline any gift from current or prospective customers, suppliers or partners, other than gifts that do not have substantial value;
  • To not offer money, gifts or other items or services of value to current or prospective customers, suppliers or partners unless they:
    • Are consistent with customary business practices;
    • Do not have substantial monetary value and would not be viewed as improper by others; and
    • Do not violate applicable laws or regulations.
  • When giving a gift, to take reasonable precautions to ensure it will not violate the policies of the recipient’s firm;
  • To properly record all gift expenses in Pegasystems’ records and accounts;
  • To seek guidance from our Chief Compliance Officer whenever there is any question about the appropriateness of any gift; and
  • To obtain the approval of our Chief Executive Officer before giving or accepting any gift with a value of more than $500 (our Chief Executive Officer is required to obtain the approval of the Board of Directors before giving or accepting any such gift).

Entertainment

It is our policy that you or members of your immediate family may not provide or accept entertainment, in any form, if such entertainment would or appear to inappropriately influence business decisions or judgments by you or our customers, partners, suppliers or others doing business with Pegasystems.

Your responsibilities:

  • To not solicit entertainment from anyone;
  • To avoid even the implication of impropriety, you should decline any entertainment from current or prospective customers, suppliers or partners, except for infrequent business entertainment that is modest and customary;
  • To not offer entertainment to a current or prospective supplier, customer or partner unless it:
    • Is for a business purpose, reasonable in both its value and nature, and consistent with customary business practices; and
    • Does not violate applicable laws or regulations.
  • To use common sense, decorum and moderation in providing entertainment to customers or others on behalf of Pegasystems;
  • When offering entertainment, take reasonable precautions to ensure it will not violate the policies of the recipient’s firm;
  • To properly record all entertainment expenses in Pegasystems’ records and accounts; and
  • To seek guidance from our Chief Compliance Officer whenever there is any question about the appropriateness of any entertainment.

Anti-Bribery and Corruption

It is Pegasystems’ policy for all directors, officers, employees, contractors, agents, and other authorized representatives to comply with the U.S. Foreign Corrupt Practices Act of 1977 and with the U.K. Bribery Act of 2010 (together, “Anti-Corruption Laws”), and any related laws of other countries in which Pegasystems does, or intends, to do business. Ignoring, disregarding, and/or failing to report circumstances that could reasonably be considered sufficient warning that illegal conduct may, has, or will occur is likely to be a breach of the Anti-Corruption Laws. It should also be noted that both a company as well as an individual can be guilty of bribery, where the mere occurrence of a bribery event may be sufficient enough to establish criminal liability for both.

Government Relations

We seek business from governmental agencies solely on the basis of superior price, performance, reliability, delivery and customer service. All employees engaged in business with a governmental body or agency must know and abide by the specific rules and regulations covering relations with public agencies and conduct themselves in a manner that avoids even the perception of an attempt to improperly influence public officials in the performance of their official duties.

No employee or other person acting on behalf of Pegasystems is permitted to make any payment or gift, whether made directly or indirectly, of any of Pegasystems’ corporate funds or other assets to any political party or committee, to any candidate for public office or to any official or employee of any local, state or federal government agency of the United States or of any foreign country, whether for the purpose of obtaining or retaining business for Pegasystems or for any other purpose. This prohibition also extends to any payment or gift to a third party, whether it be an individual or a corporation, if there is an understanding, expectation or reasonable suspicion that any part of that payment or gift may ultimately be paid to any political party or committee, candidate for public office, governmental official or employee. This does not prohibit infrequent modest business meals or entertainment that is permitted by law and complies with our policies on gifts and entertainment.

You are free to exercise your right to make personal political contributions within legal limits. Pegasystems will not request or require you to make, or reimburse you for, political contributions, and you should not attempt to receive or facilitate such reimbursements. You should never make a political contribution with the expectation of receiving favorable government treatment, domestically or abroad.

No Kickbacks

No Pegasystems funds, assets, merchandise, products, or services may be paid, loaned, provided or otherwise disbursed as bribes, “kickbacks,” or other payments designed to influence or compromise the conduct of the recipient. You may not solicit or accept any “kickback” for helping anyone else obtain business from Pegasystems.

Any employee engaged in activities involving a bribe, kickback, or other unlawful payment, or attempting to initiate such activities, will be subject to discipline under this policy, including suspension or termination of his or her employment, and possible criminal proceedings. If you become aware of any actual, attempted, or alleged bribery, kickback or unlawful payment, you must promptly report it to our Chief Compliance Officer.

Your responsibilities:

  • Never to give or offer to give money, gifts, or thing of value to any person with whom Pegasystems conducts business, to win, obtain, or retain business for Pegasystems or to obtain a favorable decision for Pegasystems;
  • Never to make contributions to a political party or a government official to obtain their support for executive, legislative, administrative, or other action to win, obtain, or retain business for Pegasystems;
  • Never to give or offer to give to, or accept or receive from, a third party, any money, gifts, or thing of value;
  • To inquire of the intended recipient of any gift or entertainment about the gift and entertainment limitations of the applicable government agency;
  • To be alert to any special payment requests from third parties for obtaining business from government agencies;
  • Never to make any payment of money, gifts, loans or other favors which are intended, or which might have the appearance of being intended, to influence business decisions or compromise independent judgment of another party in regard to such party’s dealings with Pegasystems; and
  • Never to pay rebates or “kickbacks” for obtaining business for Pegasystems, and to never solicit or accept “kickbacks” for obtaining business from Pegasystems.

Fair Competition

It is our policy to compete vigorously and energetically, but also honestly and fairly in accordance with basic ethical principles.

Your responsibilities:

  • To rely on the quality and merits of Pegasystems’ products or services and not knowingly make false or misleading statements about competitors’ products;
  • When you come in contact with competitors by attending the same seminars, trade association events or other normal business activities, you should not collaborate on such things as bids, prices, production or marketing policies including territorial or customer allocation;
  • To avoid the appearance of collusion, when you are in contact with Pegasystems’ competitors you should refrain from discussing such topics as terms of a prospective sale, pricing or marketing policies; and
  • To consult with our Vice President and General Counsel on any issues or situations that may be questionable.

Compliance with Law

We are committed to complying with all applicable local, state and federal laws and regulations, both domestic and international. Although laws and regulations may sometimes be ambiguous and difficult to interpret, you are required to follow both the letter and spirit of the law in all of your dealings on behalf of Pegasystems. While it is not possible to provide a detailed description of all of the laws that will apply to you in connection with your work for Pegasystems, below is a description of some of the laws that apply to us and our officers, employees, directors and consultants. You should contact our Vice President and General Counsel with any questions about the law as it applies to your particular duties.

Securities Laws

We are a publicly traded company. You may not trade in or recommend securities of Pegasystems or of other companies with which we do business at any time that you possess material, non-public information about Pegasystems or about those other companies. The purchase or sale of a security while in possession of material non-public information about the issuer of the security constitutes “insider trading,” and is illegal. Material non-public information could include, for example, information about earnings, significant gains or losses of business, the entry into or termination of a significant contract, significant product announcements, or major personnel changes. The securities laws and this Code prohibit insider trading, as well the communication of material, non-public information to anyone who might use it to purchase or sell securities, which is sometimes referred to as “tipping.” When in doubt, information you obtain in the course of your duties for Pegasystems should be presumed to be material and non-public.

You are also prohibited from trading in Pegasystems stock, whether or not you possess material non-public information, during designated blackout periods. Additional information concerning our blackout period policy, and compliance with securities laws generally, is included in Pegasystems’ Insider Trading Policy.

We will not, directly or indirectly, extend or maintain credit, or arrange for an extension of credit in the form of a personal loan to or for any executive officer or member of the Board of Directors of Pegasystems in violation of Section 402 of the Sarbanes-Oxley Act of 2002. For this purpose, an “executive officer” is defined as the President, any vice president in charge of a principal business unit, division or function, any other officer who performs a policy making function or any other person who performs similar policy making functions for Pegasystems.

Antitrust Laws

Compliance with antitrust and competition laws around the world is essential. These laws generally prohibit “restraints of trade,” which refers to anti-competitive conduct involving competitors, clients or suppliers in the marketplace. These laws are complex. Some types of anti-competitive conduct, such as restrictive agreements with competitors or agreements regarding minimum resale prices or price levels (e.g., discounts) for goods and services, are illegal under the antitrust laws of the United States and many other countries. You must be alert to avoid even the appearance of any unlawful anti-competitive conduct.

International Matters

Laws and customs vary throughout the world, but in the performance of your duties, you must always uphold the integrity of Pegasystems. When conducting business in other countries, it is imperative that you be sensitive to foreign legal requirements and that you understand that the laws of one jurisdiction may apply to activity in another jurisdiction. For example, the United States government and the governments of other countries use economic sanctions and trade embargoes to further various foreign policy and national security objectives. You must abide by all laws, including export laws and regulations and economic sanctions or trade embargoes, adopted by the United States or any other nation whose laws are binding on Pegasystems.

Office of Foreign Assets Control (OFAC)

Office of Foreign Assets Control (OFAC), administers and enforces economic and trade sanctions based on US foreign policy and national security goals against targeted foreign countries, regimes, terrorists, international narcotics traffickers, those engaged in activities related to the proliferation of weapons of mass destruction, and other threats to the national security, foreign policy, or economy of the United States.

All Pegasystems employees are required to exercise due diligence at all times and take every precaution to ensure that business relationships are formed only with reputable and qualified customers, partners, agents, representatives, and vendors. If you are made aware of any business being conducted on behalf of Pegasystems with any individuals or corporations that are known to be on any sanctions list, it is your responsibility to report any details immediately.

You may search all OFAC sanctions list records, or view a full current listing of U.S. sanctions and trade-embargo programs by visiting: https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx.

Your responsibilities:

  • To seek advice from our General Counsel and Chief Compliance Officer or her staff if you are uncertain about the legal requirements applicable to any of your activities for Pegasystems.

Fair and Accurate Filings

We are required under U.S. federal securities laws to provide the public with periodic disclosure regarding our business and financial condition (such as quarterly and annual reports and materials for our annual shareholders’ meeting). We provide additional disclosures to the public through our quarterly earnings calls and press releases.

We have created disclosure controls and procedures which are designed to ensure that all public disclosures are accurate, complete and timely. We have also created a Disclosure Committee to ensure compliance with the disclosure controls and procedures and to evaluate the effectiveness of those controls and procedures on a regular basis.

Your responsibilities:

  • If you participate in the preparation or dissemination of our public disclosures, or provide information that you know may be used in the preparation of those disclosures, you must ensure that the content of the disclosures is accurate, complete and timely;
  • If you become aware that our public disclosures are not accurate, complete and timely, or become aware of a transaction or development you believe may require disclosure, you must immediately report the matter to a member of the Disclosure Committee. Our Disclosure Committee includes our Vice President of Finance, our Corporate Controller, our Vice President and General Counsel and certain other appointed people. If you would like to know the other members of the Disclosure Committee, please contact our Vice President and General Counsel; and
  • To never disclose outside of Pegasystems material, non-public information about Pegasystems until such information has been publicly disclosed in our SEC filings, earnings releases, analyst conferences or through other authorized disclosure channels.

Accuracy of Books and Records

We are required under U.S. federal securities laws and generally accepted accounting principles to keep books, records and accounts that accurately reflect all transactions and to provide an adequate system of internal accounting and controls. For this reason, the mischaracterization or omission of any transaction on Pegasystems books or any failure to maintain proper accounting controls that result in such mischaracterization or omission is prohibited.

All Pegasystems’ personnel who exercise supervisory duties over Pegasystems’ assets or records are expected to establish and implement appropriate internal controls over all areas of their responsibility. This will help ensure the safeguarding of Pegasystems’ assets and the accuracy of our financial records and reports. We have adopted various types of internal controls and procedures as required to meet internal needs and applicable laws and regulations.

Your responsibilities:

  • To ensure that those portions of our books, records and accounts for which you have responsibility are valid, complete, accurate and supported by appropriate documentation in verifiable form;
  • To never:
    • Maintain any undisclosed or unrecorded funds or “off the book” assets;
    • Establish or maintain improper, misleading, incomplete or fraudulent accounting documentation or financial reporting;
    • Record revenue for any license or service engagement that does not fully comply with Pegasystems’ revenue recognition guidelines;
    • Make any payment for purposes other than those described in the documents supporting the payment;
    • Submit or approve any expense report where you know or suspect that any portion of the underlying expenses were not incurred or are not accurate; or
    • Sign any documents believed to be inaccurate or untruthful.
  • To follow our internal controls and procedures to the extent they apply to you, to assure the complete and accurate recording of all transactions;
  • If you are involved with accounting entries or adjustments and believe that any such entries or adjustments may materially depart from generally accepted accounting principles, to immediately report your concerns to our Chief Compliance Officer, or to our Audit Committee;
  • To never interfere with or seek to improperly influence (directly or indirectly) the review or auditing of our financial records by our Audit Committee or independent auditors; and
  • To report all material off-balance-sheet transactions, arrangements and obligations, contingent or otherwise and other Pegasystems’ relationships with unconsolidated entities or other persons that may have material current or future effects on our financial condition or results of operations to our Chief Compliance Officer or to our Audit Committee

Release of Company Information

Because of the importance of the legal requirements regarding disclosure of certain information to our investors, we must make certain that any information regarding our business, financial condition or operating results that is released to the public is accurate and consistent. As a result, you should not discuss internal Pegasystems matters with anyone outside of Pegasystems except as clearly required in the performance of your job duties. This prohibition applies particularly to inquiries about Pegasystems made by the news media, securities analysts and investors. All responses to these inquiries must be made only by authorized persons. Only our Chief Executive Officer, Chief Financial Officer and Chief Marketing Officer (and individuals specifically designated by them) are authorized to discuss information about Pegasystems with the news media, securities analysts and investors. If you receive inquiries from these sources, you should immediately refer them to one of these authorized spokespersons.

Compliance with the Code

If Issues or Questions Arise

If you become aware of any violation or suspected violation of this Code by any person, you must point it out promptly to your manager or a Compliance officer. If you have information about suspected improper accounting or auditing matters, you should bring such information to the attention of our Chief Compliance Officer or any of the other persons specified in our “Procedures Regarding Complaints or Concerns Regarding Accounting, Internal Accounting Controls, Auditing and Other Matters” webpage located at Pegasystems public website, www.pega.com.

We will not discipline, discriminate against or retaliate against, or tolerate any discrimination or retaliation by any other person against, any person who in good faith reports a violation or suspected violation of this Code.

If you are asked to depart from this Code, whether by your supervisor, another employee or anyone else, you must seek clarification and/or guidance as to the propriety of the actions in question from our Chief Executive Officer or our Chief Compliance Officer.

Our Chief Compliance Officer can be reached by telephone, U.S. mail or email at:

    Pegasystems Inc.
    Chief Compliance Officer, Confidential
    One Rogers Street
    Cambridge, MA 02142
    Telephone: 844-320-0006
    Email: [email protected]

Accountability

We have assigned to our Chief Compliance Officer overall accountability for tracking and responding to issues and questions relating to, and reported violations of, this Code. If our Chief Compliance Officer receives information regarding an alleged violation of this Code, he or she or such other person authorized by our Board of Directors to investigate the alleged violation will, as appropriate, (a) evaluate the information, (b) if the alleged violation involves an executive officer or a member of the Board of Directors, inform our Chief Executive Officer and Board of Directors of the alleged violation, (c) determine whether it is necessary to conduct an inquiry or investigation and, if so, conduct a reasonable inquiry or investigation as he deems to be appropriate and (d) report the results of any inquiry or investigation, together with a recommendation as to disposition of the matter, to the appropriate executive officer or member(s) of our Board of Directors for action, or if the alleged violation involves an executive officer or a member of our Board of Directors, report the results of such inquiry or investigation to our Board of Directors.

You are required to cooperate fully with any inquiry or investigation relating to an alleged violation of this Code. Any failure to cooperate with any inquiry or investigation is itself a violation of this Code and may result in disciplinary action, including, potentially, your suspension or dismissal.

Consequences of Violation of the Code

Our policy is to take prompt action to enforce this Code and all of our other policies. Depending on the seriousness of the violation and the other relevant circumstances, violations of this Code may result in a formal or informal warning or reprimand, demotion, suspension, dismissal, or other disciplinary action.

Certain violations of this Code may require us to refer the matter to the appropriate governmental authorities for criminal prosecution. Moreover, any supervisor who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not immediately report it, also will be subject to disciplinary action, which may include suspension or termination of employment.

Waiver

There may be circumstances where a waiver of a provision of this Code is appropriate. Any request for a waiver should be in writing and should be directed to our Chief Compliance Officer, who is responsible for maintaining a complete record of all requests for waivers to any of these policies and the disposition of those requests. No waiver will be effective unless it is in writing and is signed by our Chief Compliance Officer or another authorized representative of Pegasystems.

Any waiver of the Code for executive officers or members of the Board of Directors or any change to this Code that applies to executive officers or members of the Board of Directors may be made only by the Board of Directors or a board committee and will be disclosed as required by law or NASDAQ rule.

Dissemination and Amendment

This Code shall be distributed periodically to each person subject to it. To ensure the continued dissemination and communication of this Code, our Chief Compliance Officer shall take, or cause to be taken, reasonable steps to communicate effectively the standards and procedures included in this Code to Pegasystems’ personnel.

We reserve the right to amend or alter this Code at any time for any reason. This document is not an employment contract between us and any of our employees, officers or members of the Board of Directors and does not alter Pegasystems’ policy of at-will employment.