Stock Ownership and Stock Option Guidelines

In a continuing effort to align the interests of the Board of Directors (the “Board”) and the Senior Managers (Vice President level and above) of Telular Corporation (the “Company”) with the interests of the Company’s stockholders, the Board has adopted the following stock ownership guidelines for Directors and Senior Managers. These guidelines are subject to change from time to time at the discretion of the Board.  The Board may also make specific exceptions to these guidelines on an individual basis as circumstances dictate.

Ownership Guidlines
The Board expects each Director to own stock or equivalents with a target value of $150,000 (an estimate of five times the effective total annual equity compensation for each Director) or a minimum of 30,000 shares, whichever is less.  Directors may accumulate shares of the Company’s Common Stock through the exercise of vested stock options, through directly owned shares acquired as compensation for serving on the Board in the form of restricted stock or an exercised restricted stock unit (RSU), and through open market or other purchases made in compliance with applicable securities laws.  Additionally, a vested (RSU) that has not been converted into an actual share of stock will also count towards a Director’s ownership goal.  After a Director has attained the target level and so long as he or she is able to maintain the target level, the Director may sell stock at his or her discretion.

The Board also expects each Senior Manager to own stock with a minimum value based upon a multiple of his or her base salary, or a minimum number of shares of stock, whichever is less.  The following table summarizes this requirement by Senior Manager level:

Senior Managers may accumulate shares of the Company’s Common Stock through the retention of vested stock options, and through directly owned shares acquired through stock option exercises, RSUs, and open market or other purchases made in compliance with applicable securities laws and the Company’s policies or any other equity plans the Company may adopt from time to time.  After a Senior Manager has attained the target level and so long as he or she is able to maintain the target level, a Senior Manager may sell stock at his or her discretion.

Compliance Time Frame
The Board expects each Director and Senior Manager to meet these guidelines within five years of the date of establishment of these guidelines or, for any individual who becomes a Director or Senior Manager after the date these guidelines are first adopted (November 4, 2008),within five years after the date of his or her appointment.  Moreover, Directors and Senior Managers are required to maintain this target stock ownership for as long as they remain affiliated with the Company. 

Periodic Review
The Compensation Committee shall assess the compliance with these guidelines on an annual basis.