exv10w2



 



Exhibit 10.2


Capstone Turbine Corporation

Code of Ethics for Senior Financial Officers and Chief Executive Officer



          This Code of Ethics (this “Code”) applies to the principal executive
officer, principal financial officer, principal accounting officer and
controller, or persons performing similar functions (collectively, the “Senior
Financial Officers”), of Capstone Turbine Corporation (the “Company”). They
are uniquely capable and empowered to ensure that all stakeholders’ interests
are appropriately balanced, protected and preserved. The Company adopted the
Capstone Turbine Corporation Code of Business Conduct (our “Code of Conduct”),
which is the basis of our commitment to the highest ethical and legal
standards. Our Code of Conduct governs all of our directors and employees,
including our Senior Financial Officers. Each of the provisions of this Code
is addressed in our Code of Conduct, and each of our Senior Financial Officers
is subject to, and has agreed to abide by, the Code of Conduct. Moreover, in
light of the requirement contained in the Sarbanes-Oxley Act of 2002 that each
public company disclose whether it has a code of ethics for senior financial
officers, we have prepared this Code in order to specifically addresses the
unique role of these officers in corporate governance. The Code provides
principles to which the Senior Financial Officers are expected to adhere and
which they are expected to advocate. The Code is intended to deter wrongdoing
and to promote:




	 	(a)	 	honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
	 
	 	(b)	 	full, fair, accurate, timely and understandable disclosure in
reports and documents that the Company files with, or submits to,
the Securities and Exchange Commission and in other public
communications made by the Company;
	 
	 	(c)	 	compliance with applicable laws, rules and regulations;
	 
	 	(d)	 	the prompt internal reporting of violations of the Code; and
	 
	 	(e)	 	accountability for adherence to the Code.



          All of our Senior Financial Officers must conduct themselves in accordance
with the Code and seek to avoid even the appearance of improper behavior. The
Code is neither a contract nor a legal document that creates a contractual
relationship. This Code does not summarize all of our policies. Senior
Financial Officers must also comply with our other policies, including those
set forth in our Code of Conduct.



1.       Compliance With Laws. Obeying the law, both in letter and in spirit, is the
foundation on which the Company’s ethical standards are built. All Senior
Financial Officers must respect and obey the laws, rules and regulations of the
jurisdictions in which we operate. It is important for Senior Financial
Officers to ensure compliance with these laws, rules and regulations and to
take action promptly on any reports of violations or suspected violations.


2.       Conflicts Of Interest. The Company expects and requires its Senior
Financial Officers to act honestly and ethically and to avoid actual or
apparent conflicts of interest with the Company, except when acting in
compliance with policies or guidelines approved by the Board of Directors.


3.       Public Company Reporting. As a public company, the Company must provide
full, fair, accurate, timely and understandable disclosure in reports and
documents that it files with, or submits to, the Securities and Exchange
Commission and in other public communications. The Senior Financial Officers
are directly involved in that process and have several responsibilities,
including the following:


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	 	•	 	Assuring that our public reports are complete, fair and
understandable. We expect you to take this responsibility very
seriously.
	 
	 	•	 	Maintaining our books, records, accounts and financial
statements in reasonable detail while ensuring that they
appropriately reflect our transactions and conform both to
applicable legal requirements and are subject to the Company’s
system of internal controls. Unrecorded or “off the books” funds or
assets should not be maintained.
	 
	 	•	 	Retaining or destroying records according to our record
retention policies. In accordance with those policies, in the event
of litigation or governmental investigation, please consult the
Company’s counsel immediately.
	 
	 	•	 	Assuring that our public reports fairly and accurately
reflect the business and finances of the Company. If you believe
that they do not, you have a responsibility to bring your concerns
to the attention of the Company’s the Chairman of the Audit
Committee.
	 
	 	•	 	Complying with the Company’s disclosure controls and
procedures.



          Every Senior Financial Officer who has, or who hears expressed by another
person, any concerns about the manner in which the Company’s financial
statements or public reports are prepared, the sufficiency of its internal
financial controls, the honesty or competence of its financial management or
independent auditors or any other matter within the purview of the Audit
Committee (the “Audit Committee”) of the Board of Directors is directed to
report the matter promptly to the Chairman of the Audit Committee. The Audit
Committee will not tolerate retaliation against any person who reports
potential issues to the Audit Committee in good faith.



4.       Waivers Of The Code Of Business Conduct And Ethics. Any waiver of this Code
for Senior Financial Officers may be made only by the Board of Directors to the
extent necessary and warranted and will be promptly disclosed to the extent
required by law or regulation of any applicable securities exchange market.


5.       Reporting Illegal Or Unethical Behavior. The Senior Financial Officers are
required to report promptly in accordance with the reporting procedures
established by our Code of Business Conduct any observed illegal or unethical
behavior, or other violations of this Code. In the rare case that a Senior
Financial Officer becomes aware of a serious legal violation or a breach of
fiduciary duty by a director, officer or employee of the Company, he or she is
required to contact the the Chairman of the Audit Committee or another member
of the Audit Committee.


Retaliation for reports of misconduct is strictly prohibited. Anyone who
retaliates or attempts to retaliate against a reporting employee will be
subject to discipline, up to and including termination.


6.       Investigations of Reports, Corrective Action and Discipline. The Board of
Directors, through the Audit Committee, will investigate all reported concerns
promptly and confidentially to the extent possible. Senior Financial Officers
are expected to cooperate fully in internal investigations of misconduct. The
Board, or appropriate committee, will assess any findings from the
investigation and recommend corrective action or changes that need to be made.


7.       Administration Of Code. The Code shall be administered by the Company’s
Audit Committee. Senior Financial Officers are encouraged to seek guidance
regarding the application or interpretation of this Code from the Company’s
counsel or the the Chairman of the Audit Committee and are expected to
cooperate fully in any investigation of any potential violation of this Code.


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Capstone Turbine Corporation

Code of Ethics for Senior Financial Officers and Chief Executive Officer

Acknowledgement



          I have received the Company’s Code of Ethics for Senior Financial Officers
and Chief Executive Officer. I certify that I have read, understand and will
comply with the Code. I understand that my failure to comply in all respects
with the Company’s policies and codes, including the Code of Ethics, is basis
for disciplinary action against me up to and including termination of my
employment or relationship with the Company.



	 	 	 	 	 
	Dated:
	 	 	 	 
	 
	 	
	 	

	 
	 	 	 	(Signature)
	 
	 
	 	 	 	

	 
	 	 	 	(Print Name)





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