1  Scope
and Purpose




The
purpose of the Benchmark Electronics, Inc. (“Benchmark”) Code of Conduct Policy
(the “Policy”) is to set guidelines for employee conduct and to inform all
employees, officers and directors of their responsibilities in this
regard.  The success of Benchmark’s business is dependent on the trust
and confidence it earns from its employees, customers and
shareholders.  Benchmark gains credibility by adhering to its
commitments, displaying honesty and integrity and reaching company goals solely
through honorable conduct.  It is easy to say what the company must
do, but the proof is in the actions.




This
Policy applies to employees, officers and directors of Benchmark and its
subsidiaries and affiliates worldwide.  Management has the added
responsibility for demonstrating, through their actions, the importance of this
Policy.  In any business, ethical behavior does not simply happen; it
is the product of clear and direct communication of behavioral expectations,
modeled from the top and demonstrated by example.  To make this Policy
work, managers must be responsible for promptly addressing ethical questions or
concerns raised by employees and for taking the appropriate steps to deal with
such issues.




2  References




The
Company’s intranet provides access to various policies that support guidelines
set forth in this Code of Conduct Policy, to include, but not limited to:
Insider Trading policy, Whistleblower policy, Harassment policy and Benchmark
Company Helpline, Open Door policy, EEO policy.




If you
have questions about your ethical responsibilities, you may seek guidance on a
confidential basis by using the Company Helpline.  To access the
helpline dial any of the numbers indicated in the Employee Helpline posted on
the Company’s intranet.  If no one answers your call, please leave a
message and a representative will call you as soon as possible.




3  Definitions




None




4  Requirements




4.1 General




Personal
integrity is an essential ingredient of each employee’s
job.  Benchmark employees have to maintain a reputation for honesty
and integrity in order to keep the trust and confidence of the public and the
customers Benchmark serves worldwide.  The only way to do this is
through the actions of individual employees - people who, through the years,
have built Benchmark’s reputation for honesty and integrity.  To
sustain this reputation, all employees must conduct themselves according to the
highest ethical standards.




The
overriding principles that employees must adhere to are:




·
            Do
      not participate in any dishonest, destructive, or illegal acts of any
      kind, including those against Benchmark’s products, services, property, or
      property entrusted to Benchmark, company assets, customers, or other
      employees.




·
            Do
      not use employment with Benchmark or Benchmark’s name to further personal
      interests.




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·
            Do
      not attempt to justify an illegal or dishonest act by claiming it was
      directed by a superior, and don’t direct fellow Benchmark employees to
      commit such acts in performing their
duties.




·
            Observe
      all laws and regulations that apply to Benchmark’s business
      activities.




·
            Do
      not deviate from Benchmark policies, rules, or procedures, even if doing
      so might appear to be to Benchmark’s
advantage.




·
            Promptly
      alert your supervisor or your Human Resources Department whenever any
      dishonest, destructive, or illegal act is observed, learned, or even
      suspected.




·
            Cooperate
      with Benchmark management when alleged misconduct is being
      investigated.




·
            Comply
      with company rules involving the use of visible identification cards,
      package inspection, personal property registration, and other rules for
      protecting employees, information, and
assets.




·
            Violations
      of this Policy or commission of dishonest or illegal activities on
      Benchmark premises or while conducting Benchmark business may result in
      disciplinary action up to and including dismissal - even for the first
      offense in appropriate circumstances - and civil or criminal prosecution
      by Benchmark.  The fact that an illegal or dishonest act or
      prohibited act may be considered minor in nature will not be justification
      for the mitigation of any disciplinary or legal action taken by
      Benchmark.




Several
key questions can help identify situations that may be unethical, inappropriate
or illegal. Employees can ask themselves the following questions:




·
            Does
      what I am doing comply with Benchmark’s guiding principles, this Policy
      and other company policies?




·
            Have
      I been asked to misrepresent information or deviate from normal
      procedure?




·
            Would
      I feel comfortable describing my decision at a staff
    meeting?




·
            How
      would it look if it made the
headlines?




·
            Am
      I being loyal to my family, my company and
  myself?




·
            What
      would I tell my child to do?




·
            Is
      this the right thing to do?




4.2 Nondiscrimination




Benchmark’s
policy is to provide equal opportunity to all employees.  Employees
are not permitted to discriminate within the meaning of applicable law in
recruiting, hiring, terminating, promotions, salary treatment, or any other
condition of employment or career development, or to harass employees or
individuals with whom Benchmark does business, on the basis of race, color,
religion, national origin, sex, age, disability, sexual preference or
orientation, marital status, or status as a special disabled veteran of the
Vietnam Era or any other unlawful basis.




Sexual
harassment is a form of employee misconduct which undermines the integrity of
the employment relationship.  It is Benchmark’s policy to provide and
maintain a work environment that is free of illegal discrimination, including
sexual harassment.  For more information, see the Harassment Policy
located on the Company’s intranet as described in Section 2, above.




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If you
have a complaint of discrimination or harassment, report it to your
supervisor.  If this is not appropriate, seek the assistance of your
Human Resources Manager/Human Resources Rep.  Where investigation
confirms the allegations, Benchmark will take prompt corrective
action.




4.3 Personal Conduct




One of
the most essential ingredients in proper personal conduct is
integrity.  It is a matter of being honest with Benchmark’s time and
property.  Among other things, it means:




·
            Reporting
      to work promptly as scheduled.




·
            Doing
      a full day’s work every day.  Employees should not waste company
      time or abuse it to handle personal activities or make personal phone
      calls.




·
            Keeping
      absences from scheduled work to a minimum, and when an absence is
      unavoidable, promptly notifying supervision and accurately reporting the
      reason.




·
            Handling
      all customer contacts with the highest standards of professionalism and
      courtesy.




·
            Not
      illegally using, possessing, distributing, transporting, selling,
      purchasing, or transferring controlled substances or
  drugs.




·
            Not
      being intoxicated on company premises, while conducting company business
      or driving company vehicles.




·
            Not
      consuming or possessing alcoholic beverages on company
      premises.




·
            Not
      fighting on the job or on company
premises.




·
            Not
      possessing firearms, weapons, or explosives on company
      premises.




·
            Not
      using rude, abusive, or obscene language with a customer or fellow
      employee.




·
            No
      theft or other unauthorized use of company property or
    assets.




4.4 Conflict of
Interest




The
fundamental rule is that employees in their business dealings must never be
influenced, or even appear to be influenced, by personal
interests.  Employees should avoid any relationship or activity that
might impair, or even appear to impair, their ability to make objective and fair
decisions when performing job responsibilities.  At times, employees
may be faced with situations where the business actions taken on behalf of the
company may conflict with their own personal or family interests, because the
course of action that is best for them personally may not also be the best
course of action for Benchmark.  Employees owe a duty to Benchmark to
advance its legitimate interests when the opportunity to do so
arises.  Employees should never use Benchmark property or information
for personal gain or personally take for themselves any opportunity that is
discovered through their position with Benchmark.




Employees
are expected, both on and off the job, to support Benchmark’s efforts to succeed
in the worldwide marketplace.




Employees
are not permitted to compete with Benchmark.  They may not assist
others to compete with Benchmark, and they may not use their position with
Benchmark, Benchmark’s or its customers’ Proprietary Information, or its
relationship with customers for personal gain or benefit.




Benchmark’s
policy concerning suppliers is to award business solely on merit, at the lowest
reasonable price, and, wherever practicable, on a competitive
basis.




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Basic
points to keep in mind are:




·
            Have
      no relationship, financial or otherwise, with any supplier or competitor
      that might be construed as a conflict of interest, or that might even
      appear to impair your judgment on behalf of the
  company.




·
            Never
      accept or solicit, even indirectly, gifts, loans, “kick-backs,” special
      privileges, services, benefits, or unusual hospitality.  This
      does not apply to unsolicited promotional materials of nominal monetary
      value of a general advertising nature, such as imprinted pencils, memo
      pads and calendars.  Determining when hospitality is “unusual”
      is a matter of degree.  Acceptance of a meal or entertainment
      should be, when practical, on a reciprocal basis.  Generally,
      any extensive hospitality appropriate for special events, such as trade
      shows, where company business may be conducted is
      acceptable.  You should report invitations to any such events to
      your supervisor for concurrence in your acceptance of the
      invitation.




·
            Report
      gifts other than promotional materials of nominal value (nominal value is
      generally defined as the less the equivalent of one day of the employee’s
      pay) promptly to your supervisor and then return them to the donor, if
      possible, or dispose of them in another appropriate
      manner.  Items which exceed these guidelines must be returned to
      the sender.




·
            Do
      not give inappropriate gifts or provide unusual hospitality to customers,
      potential customers or their employees that will unfairly influence their
      purchasing decision.  For example, do not give expensive gifts
      that could be construed as a bribe or a reward for purchasing from
      Benchmark.




·
            Comply
      with laws and regulations governing relations between government customers
      and suppliers.  These laws and regulations may prohibit or
      modify marketing activities used with other
  customers.




·
            Do
      not in any way assist competitors.  Specifically do not assist
      anyone outside the business in the planning, design, manufacture, sale or
      purchase of any competitors’ products or services.  Do not
      communicate priority business information to former employees of Benchmark
      who are currently employed by our competitors or to other third parties
      including on public website and blogs.  Do not become involved
      in activities or businesses that compete with Benchmark activities or
      business.




·
            Avoid
      any outside activity that could adversely affect the independence and
      objectivity of your judgment, interfere with the timely and effective
      performance of your duties and responsibilities, or that could discredit
      Benchmark or conflict, or appear to conflict, with Benchmark’s best
      interests.  Since each employee’s primary obligation is to
      Benchmark, any outside activity, such as a second job or self-employment,
      must be kept totally separate from employment with
      Benchmark.  Unless expressly authorized by Benchmark, no outside
      activity should involve the use of company time, its name, or its
      influence, assets, funds, materials, facilities, or the services of other
      employees.




·
            Don’t
      undertake any activity that is aimed at, or that could reasonably have the
      effect of, retarding the success of Benchmark in the
      marketplace.  Avoid any actions inconsistent with this
      commitment to help Benchmark succeed, such as suggesting that customers or
      potential customers refrain from dealing with Benchmark, or deal with a
      competitor instead of with
Benchmark.




If
actual, or even a potential, conflict of interest develops, it must be reported
promptly to your supervisor, who must consult with the Legal
Department.




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4.5 Outside
Directorships




Although
your activities outside Benchmark are not necessarily a conflict of interest, a
conflict could arise depending upon your position within Benchmark and
Benchmark’s relationship with your other activity.  Outside activities
may also be a conflict of interest if they cause you, or are perceived to cause
you, to choose between that interest and the interests of the
Company.  The Company recognizes that the guidelines in this Section
are not applicable to directors that do not also serve in management positions
at Benchmark (“Outside Directors”).




Employees
of Benchmark may not serve as directors of any outside business organization
unless such service is specifically approved in writing by senior
management.  There are a number of factors and criteria that Benchmark
will use in determining whether to approve an employee’s request for an outside
business directorship.  For example, directorships in outside
companies are subject to certain legal limitations.  Directorships in
outside companies should also satisfy a number of business considerations,
including (1) furthering the interests of Benchmark, and (2) not detracting
in any material way from the employee’s ability to fulfill his or her
commitments to Benchmark.  Benchmark will also take into consideration
the time commitment and potential personal liabilities and responsibilities
associated with the outside directorship in evaluating requests.




4.6 Proprietary
Information




In
today’s competitive environment, protecting Benchmark’s intellectual property
and Proprietary Information is more important than ever before.




“Proprietary
Information” is any information or knowledge created, acquired, or controlled by
Benchmark that Benchmark has determined should not be published or released to
others.  It includes, but is not limited to, financial records,
customer names and programs, unannounced products and services, technical
information, sales and marketing data, and employee
records.  Benchmark also regards as Proprietary Information the
information of others that it is obligated to maintain in
confidence.  What is key about this information is that its
unauthorized release or disclosure could cause Benchmark the loss of a critical
competitive advantage, could hurt relationships with customer, breach
contractual covenants, or could embarrass or harm fellow employees.




Each
employee (as an originator, custodian, user, or recipient of Proprietary
Information) must ensure that company information under his or her direction
and/or control is properly identified and/or safeguarded according to its
proprietary nature in accordance with Benchmark instructions.




Benchmark
may properly come into possession of such information in a number of ways, most
often as a result of an agreement with the owner of the information which
restricts the way in which the information may be used.  The terms and
conditions of any such agreement must be strictly followed.  In
addition, employees must be especially careful of the circumstances under which
they are offered, or received, such information; whether it is being offered to
them with restrictions on its use, and how they plan to use
it.  Before agreeing to accept the Proprietary Information of others
with any restrictions, they should contact the Legal Department to review the
terms under which it is being offered.  They should also contact the
Legal Department immediately if they believe there is a chance that they might
be receiving the information as a result of a breach of confidence, or an
improper or illegal act, or under any other circumstances that might call into
question the propriety of their actions in the matter.




Access to
Proprietary Information is limited to authorized persons with a “need to
know.”  Disclosure to others and the receipt of the Proprietary
Information of others should only be made where there is a valid business need
and then only as specified in Benchmark policies, procedures and
instructions.  Of course, company information should not be used for
personal benefit or other non-company purposes.




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When
employees leave Benchmark, all documents and records containing Proprietary
Information must be turned in or returned to Benchmark.  Even after
employment ends, former employees have a continuing obligation to safeguard this
information.




Questions
on whether information is proprietary, and the conditions under which it can be
released, should be directed to the Legal Department.  Any compromise,
or even suspected compromise, of any such information should be immediately
reported to the Human Resources organization.




4.7 Computer Systems




Computer
systems and the information they contain, control, transmit, or process are
essential for Benchmark’s daily operations.  They help provide
products and services to customer, maintain vital records, collect revenues, and
process information necessary for internal operations and
development.




Employees
are responsible for ensuring that computer systems and the information they
contain are adequately safeguarded against damage, alteration, theft, fraudulent
manipulation, and unauthorized access or disclosure.  Even though the
data processed and stored in a computer may appear to be intangible, it still
must be protected as a company asset, and properly identified and safeguarded
according to its proprietary and/or critical nature.  Passwords or
other procedures used to access or transmit computerized data must be selected,
controlled, and safeguarded to ensure that company data is adequately
protected.  Ultimately, each employee is responsible for the security
of information accessed or modified under his or her password or access
procedure.  Also, as a user or manager of corporate data or computer
resources, each employee must strictly adhere to the specific security measures
and controls that have been established for those data or computer
resources.




In order
to protect the interests of the Benchmark network and fellow employees,
Benchmark reserves the right to monitor or review all data and information
contained on an employee’s company-issued computer or electronic device, the use
of the Internet or Benchmark’s intranet. Benchmark will not tolerate the use of
company resources to create, access, store, print, solicit or send any materials
that are harassing, threatening, abusive, sexually explicit or otherwise
offensive or inappropriate.




Along
with the responsibility for safeguarding the information in Benchmark data
bases, employees are responsible for:




·
            Obeying
      all copyright laws and Benchmark policy regarding the reproduction of
      copyright software.




·
            Using
      licensed computer software only as permitted by the specific
      license.




·
            Any
      personal or other non-business use of a company data communication system
      or computer system (mainframe, micro, mini, or personal computer) is
      forbidden, unless expressly sanctioned by
  supervision.




Violations
or suspected violations of computer security measures or controls must be
reported to the Benchmark Information Systems organization. Benchmark may be
obligated to report certain inappropriate uses of electronics systems to
external legal authorities if the Company has reason to believe the employee has
utilized Company equipment or systems to engage in behavior that may be a
violation of state or federal law, statutes, or regulations.




4.8 Company Records




Company
records are critical in meeting Benchmark’s financial, legal and management
obligations and must always be prepared and maintained
accurately.  Such records include reports, vouchers, bills, time
reports, payroll and service records, measurement, performance and production
records, and other essential data.




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Employees
who prepare Company Records should be sure to:




·
            Provide
      accurate and complete information in making all
  entries.




·
            Date
      documents and reports correctly.  No documents may be dated with
      any date other than the actual date of execution or creation, unless that
      document clearly states on its face that the date is to be regarded “as
      of” different date.




·
            Correctly
      report items used under any measurement or index plan.  A false
      or misleading report of measurement data is considered just as serious as
      falsifying vouchers, financial data or records pertaining to company funds
      or property.




·
            Account
      accurately for all time worked, work items, expenses, material, tools,
      vehicles, and other Benchmark property, whether the property is new, used,
      or deemed worthless.




·
            Provide,
      when requested, appropriate documents to auditors.  From time to
      time, Benchmark may audit all or selected parts of the
      organization.  Employees are expected to cooperate with any
      identified auditor, whether internal or external to
      Benchmark.  Any questions about the role of auditors and the
      disclosure of company documentation should be directed to the
      Controller.




Customer
and employee records are to be held in confidence and treated as company
assets.  As such, they are to be carefully safeguarded and kept
current and accurate.  They should be disclosed only upon proper
authorization.




Certain
company records are maintained according to rules of the
Government.  These rules require that certain records be retained for
specific periods of time.  Other records and documents may have to be
retained in connection with court proceedings, or for other specific business
purposes.  Records should, therefore, be destroyed only in accordance
with these requirements and with proper company authorization.




4.9 Quality




The mark
of a truly world class company is its high level of quality.  With
that goal in mind, all aspects of company business should be conducted with
Quality of Service as the common denominator for acceptable performance by all
employees.  This Policy encompasses everything we do, and includes
such areas as:




Manufacturing
              Program
      Management
              ProcurementTest
              Sales/Marketing
              Planning/SchedulingFacilities/Maintenance
              Information
      Systems
              Packing
      and ShippingManufacturing
      Engineering
              Finance
              WarehousingDesign
      Engineering
              Human
      Resources/Training/Safety
              Quality
      Assurance




Compromise
of Benchmark’s integrity on this essential issue could lead to a loss of
continued employment for individuals within the company, and a loss of benefits
from the products and services that Benchmark provides for
others.  Therefore, employees are expected to support Benchmark’s
commitment to quality, both in the products and services that we provide our
customers and in the way that we perform our jobs on a daily basis.




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4.10 Company Property




Preventing
the loss, damage, misuse, or theft of company property is part of every
employee’s job.  It directly affects product costs and corporate
earnings.  Some examples of what you are expected to do:




·
            Locking
      desks, offices, and unattended vehicles or
  facilities.




·
            Restricting
      non-employees’ access to Benchmark premises unless they are on official
      company business.




·
            Disposing
      of surplus, obsolete, or junked property only when authorized or directed
      by company instructions.




·
            Observing
      rules regarding identification, package inspection, and personal property
      registration.




·
            Avoiding
      waste and spoilage when using
supplies.




You
should never use Benchmark property for personal benefit.  Only with
proper authorization may you borrow, take, use, sell, loan, or give away company
property.




Only
authorized property should be used for Benchmark business.  For
example, employee owned or leased motor vehicles or aircraft must not be used
for company purposes except as authorized in company
instructions.  Benchmark assumes no responsibility for personal
property employees may use in the course of their employment.




Benchmark
owned, leased, or rented vehicles must be used only for company
business.  Use for any other purpose is prohibited except when
expressly authorized by your supervisor.  Non-employees should not be
transported in Benchmark vehicles, except when authorized for company business
or in emergency situations.




Benchmark-issued
identification cards are for use by employees in the conduct of company business
only.  They belong to Benchmark and must be surrendered upon request
of your supervisor.




Employees
should promptly report any actual or suspected loss, damage misuse, theft, or
destruction of Benchmark property to their supervisor.




4.11 Company Funds




Company
funds, including revenues, take many forms:  checks, drafts, money
orders, petty cash, or customer payments.  Other items that represent
the expenditure of company funds, such as airplane tickets, are also
included.




When
spending company money or your own for reimbursement later, or when requesting
services on Benchmark’s behalf, make sure that Benchmark receives proper value
in return, and that the expenditure is for a legitimate business
purpose.  Anyone approving or certifying any voucher or bill must have
reasonable knowledge that the services or expenses are proper.




Every
employee who has control over company funds is personally accountable for
them.  Employees are to treat company funds as they would their
own.  This means that items purchased, especially for personal
consumption during business use (meals, etc.) should be moderate and of the same
value that the employee would normally purchase for private
consumption.




Some
examples of how employees are expected to safeguard company funds
follow:




·
            Keep
      an accurate record of funds spent.




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·
            Use
      company funds solely for the payment of Benchmark
  expenses.




Questions
on the appropriate use of company funds, or personal funds for company business,
should be discussed with your supervisor or the Legal Department.






4.12 Fair Competition and
Antitrust Law




Benchmark’s
policy is to comply fully with all laws and regulations, domestic and foreign,
which apply to it.  The U.S. antitrust laws apply to competition
within the U.S. and to some international business transactions by U.S.
firms.  Firms like Benchmark, that export or do business in other
countries, must also comply with the applicable antitrust laws of those
countries.




The
objective of the U.S. antitrust laws is to benefit consumers by promoting
vigorous competition.  The basic U.S. antitrust statutes are the
Sherman, Clayton and Federal Trade Commission Acts.




The
Sherman Act prohibits contracts and conspiracies that unreasonably reduce or
eliminate competition.  These include agreements between competitors
to divide markets, establish prices, or refuse to deal with
others.  Employees must avoid:




·
            Agreements
      or understandings with competitors that would establish minimum or maximum
      prices, divide customers or markets or in any other way lessen competition
      between Benchmark and its
competitors.




·
            Agreements
      or understandings with competitors concerning how or whether to deal with
      any customer, competitor, or any group of customers or
      competitors.




Under
some circumstances, the Sherman Act also prohibits a company from requiring its
customers to buy a product or service they do not want in order to buy one they
want, i.e., tying.  A company also may not place certain restrictions
on resellers of its products or services.  The Sherman Act also covers
monopolies and prohibits, among other things, attempts to obtain or retain
monopoly position in a market by using strategies designed to destroy a
competitor or to foreclose competition.




The
Clayton Act addresses exclusive dealing arrangements, price discrimination, and
acquisitions.  The Federal Trade Commission Act generally prohibits
unfair or deceptive trade practices.




Failure
to comply with these laws can have serious consequences.  Corporations
and individuals accused of violating the Sherman Act, for example, may be
indicted on felony charges.  Violations may also result in costly
damage awards and burdensome injunctive orders.




Benchmark’s
competitive efforts must rely on the merits of its products and
services.  Employees should concentrate on anticipating and satisfying
the needs of our customers, and should not seek to limit the competitive
opportunities of our rivals.  In order to accomplish this, employees
should:




·
            Never
      misrepresent the quality, features, or availability of Benchmark products
      or services or those of its
competitors.




·
            Never
      engage in industrial espionage or commercial
  bribery.




·
            Never
      unlawfully interfere with contracts between a competitor and a
      customer.




·
            Never
      buy from suppliers, or hint that we will buy from them, on the condition
      that they use Benchmark products or
services.




Antitrust
proceedings often involve evidence that is largely
circumstantial.  Judges, jurors, and agencies interpreting this
evidence are likely to be influenced by appearances.  Consequently, to
minimize Benchmark’s exposure to civil and criminal penalties, Benchmark must
avoid not only actively engaging in improper competitive practices, but also to
avoid inadvertently appearing to engage in such improper practices.




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For
example, employees should avoid careless language that might incorrectly suggest
that we are seeking to eliminate our competitors or to foreclose
competition.  Because price-fixing and division of markets is illegal,
employees should also not discuss verbally or in public forums such as blogs,
chat rooms, bulletin boards, etc. which might be accessed by competitors, such
things as costs, prices, terms of sale, production levels or capacity,
inventories, marketing plans, distribution arrangements, or procurement
arrangements.




4.13 Insider Trading




Until
formally released to the public, material information concerning the business
plans, projects, successes or failures of Benchmark is considered confidential
"inside" information.  Such data does not belong to the individual
directors, officers or other employees who may handle it or otherwise become
knowledgeable of it.  It is an asset of Benchmark.  For any
person to use such information for personal benefit or to disclose it to others
outside Benchmark violates Benchmark's interests.  More particularly,
in connection with trading in Benchmark's securities, it is a fraud not only
against Benchmark, but also against members of the investing public, who suffer
by trading in the same market as the insider without the benefit of the
confidential information he or she possesses.




Several
rigidly enforced, complex laws and regulations are intended to prevent misuse of
corporate information by regulating the manner in which securities may be bought
and sold.  Particularly important are the "antifraud" rules of the
Securities and Exchange Commission ("S.E.C."), which are designed to protect
primarily the investing public.




Under the
"antifraud" rules, anyone who is in possession of material inside information is
an "insider".  This includes not only knowledgeable directors and
officers but also non-management employees and persons outside Benchmark
(spouses, friends, brokers, consultants and others) who may have acquired the
information directly or indirectly through tips, conversation or
otherwise.  These rules prohibit insiders from trading in or
recommending purchases or sales of Benchmark's securities while such inside
information remains undisclosed to the general public.  Note that the
rules apply only to "material" inside information.  The inside
information you possess is "material" if it is important enough to affect your
or anyone else's decision to buy, sell or hold Benchmark's
securities.




The
insider is allowed to get back into the market or to recommend Benchmark's
securities only after the inside information has been publicly disclosed, and
then only after a reasonable time has been allowed for the information to be
absorbed by the general public.




Benchmark
has rigidly defined channels through which data proposed for public release must
flow.  No disclosure of inside information that could be material
should be made without first consulting and being authorized by an executive
officer of Benchmark.




A
violation of these rules would have serious, direct consequences for the
insider.  A violation, however, also would have serious, indirect
consequences for Benchmark - among them, the adverse publicity that inevitably
would be related to an "insider trading scandal" involving Benchmark's
securities, the resulting disruption of Benchmark's business operations, and the
potential loss or diminution of Benchmark's credibility in the trading
markets.




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The
following guidelines are established to help you comply with Benchmark's
business conduct policy and avoid the penalties for breach of the federal and
state securities laws, as well as the resulting criticism and embarrassment to
you and Benchmark:




·
            Nondisclosure.  You
      must not disclose material inside information to anyone, except to persons
      within Benchmark whose positions require them to know it, until it has
      been publicly released by
Benchmark.




·
            Trading in Benchmark's
      Securities.  You should not place a purchase or sales
      order in Benchmark's securities when you have knowledge of material
      information concerning Benchmark that has not been disclosed to the
      public.  This includes not only orders for purchases and sales
      of stock and convertible securities but also options, warrants, puts and
      calls unless these transactions are automatically pre-scheduled and you
      have received prior approval from the Board of Directors.  You
      should wait until the information has been publicly released and the
      public has had sufficient time to absorb it.  Generally two or
      three trading days after a press release is made or a report is filed
      shall be sufficient time for the market to absorb the
      information.




·
            Trading in Other
      Securities.  You should not place a purchase or sale
      order in the securities of another corporation the value of which is
      likely to be affected by past or proposed actions of Benchmark of which
      you are aware and which have not been publicly disclosed by
      Benchmark.  For example, it would be a violation of the
      "antifraud" rules if you learned through Benchmark sources of an
      action--impending or completed--with another company and then bought or
      sold stock in the other company because of the likely increase or decrease
      in the value of its securities.




These
rules are complex, and violation of them is serious.  If you have any
questions regarding a particular situation, please contact an executive officer
of Benchmark, but until your questions are answered, we strongly urge you to
take the cautious course and assume that you should not be trading.




4.14 U.S. Foreign Corrupt
Practices Act




Benchmark's
corporate policy is that its employees comply strictly with the U.S. Foreign
Corrupt Practices Act.  This law prohibits payments or offers of
payments of anything of value to foreign officials, political parties, or
candidates for foreign political office in order to secure, retain, or direct
business.  Payments made indirectly through an intermediary, under
circumstances indicating a reason to believe that such payment would be passed
on for prohibited purposes, are also illegal.  Any employee with a
question concerning the propriety of any potential payment should contact the
Legal Department.




The law
also contains significant internal accounting control and record keeping
requirements that apply to our U.S. domestic
operations.  Specifically, the law requires that Benchmark’s books and
records accurately and fairly reflect all financial transactions in reasonable
detail, and that Benchmark’s internal accounting controls provide reasonable
assurances that:




·
            Transactions
      are carried out in an authorized
manner.




·
            Transactions
      have been reported and recorded so as to permit correct preparation of
      financial statements and accurate records of
  assets.




·
            Access
      to assets is in accordance with management’s
  authorization.




·
            Inventories
      of assets are taken periodically, and appropriate action is taken to
      correct discrepancies.




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All
employees are responsible for following Benchmark procedures, including
appropriate schedules of authorization and internal accounting controls, for
carrying out and reporting business transactions.  Violations of this
law can result in fines and imprisonment, or both, for individual employees, as
well as significant penalties against Benchmark.  Any questions on
interpreting this law, or on the adequacy of Benchmark’s internal accounting
controls, should be referred to the Chief Financial Officer or the Legal
Department.




4.15 Import/Export Control
Laws




United
States Import and Export Control Laws govern all imports and exports of
commodities and technical data from and to the United States, including items
that are hand-carried as samples or demonstration units in
luggage.  Benchmark’s policy is to comply fully with the import/export
control laws both in the U.S. and internationally.




Failure
to comply with these laws could result in the loss or restriction of Benchmark’s
importing and exporting privileges, which in turn could damage or even destroy a
significant portion of the company’s business.  Violations of these
laws can also result in fines and imprisonment for individual
employees.  Employees are responsible for understanding whether, and
how, the import/export control laws apply to their job activities and for
conforming to these laws.




Any
questions concerning these laws should be directed to the Legal
Department.




4.16 Foreign Economic
Boycotts




Benchmark’s
policy is to comply strictly with U.S. laws pertaining to prohibited foreign
economic boycotts.  These laws prohibit a wide variety of activities
connected with such organized boycotts, including:  refusing to do
business with boycotted countries, their nationals, or blacklisted companies;
furnishing information about Benchmark’s or any person’s past, present, or
prospective relationships with boycotted countries or blacklisted companies;
furnishing information about any person’s race, religion, sex, national origin,
membership, or support of charitable organizations supporting a boycotted
country; discriminating against individuals or companies on the basis of race,
religion, sex, or national origin; and paying, honoring, or confirming letters
of credit containing boycott provisions.  The law also requires that
boycotting requests be reported to the U.S. Government.




Violation
of these laws can result in fines for Benchmark and fines and/or imprisonment
for employees.  Each employee is expected to follow Benchmark
practices in boycott matters.  Any questions concerning the boycott
laws should be referred to the Legal Department.




4.17 Political
Activity/Contributions




Benchmark
encourages employees as private citizens to participate in public and civic
affairs.  Employees should ensure, however, that no conflict of
interest either actual or potential exits between their Benchmark employment and
their duties in public or civic affairs, whether elective, appointed, paid or
voluntary.




Also, no
letter may be sent to a Senator, Representative or other government official on
behalf of Benchmark unless prior approval has been secured from the Legal
Department.  This coordination is necessary to ensure that important
interests of Benchmark are given priority and its influence is not dissipated in
minor matters.




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Benchmark’s
overall policy on political contributions is particularly
straightforward.  It prohibits:




·
            The
      use of corporate funds for the support of political parties or candidates
      not approved by the Board of Directors of Benchmark.  No
      employee is authorized to make or approve such a
    contribution.




·
            Any
      employee from trying to influence, on behalf of Benchmark, another
      employee’s decision on support or personal contributions to a political
      party or candidate.




·
            The
      use of Benchmark facilities (telephones, copiers, etc.) in support of
      political parties or candidates.




4.18 Health, Safety, and
Environment




Benchmark
is strongly committed to protecting the environment and to ensuring the health
and safety of its employees and others potentially affected by Benchmark
activities.  It expects all employees to obey all laws designed to
protect health, safety and the environment, to obtain and fully observe all
necessary permits, and to be truthful in dealing with regulatory agencies which
enforce these laws.  Employees should report any health and safety
concerns to their supervisor or manager immediately.




4.19 Media
Inquiries




Benchmark
is a high-profile company, and from time to time, employees may be approached by
reporters and other members of the media.  In order to ensure that we
speak with one voice and provide accurate information about the company, all
media inquiries must be directed to the General Manager of a division or an
Executive of the company.  No one may issue a press release without
first consulting with the President or CEO of the company.




4.20 Waivers of the
Policy




Any
change in or waiver of this Policy for executive officers (including the chief
executive officer, chief financial officer, controller or principal accounting
officer) or directors may be made only by the Board or a Board committee and
will be promptly disclosed as required by law or stock exchange
regulation.




4.21 Accounting/Auditing
Complaints




The law
also requires that we have in place procedures for addressing complaints
concerning auditing issues and procedures for employees to anonymously submit
their concerns regarding accounting or auditing issues.  Complaints
concerning accounting or auditing issues will be directed to the attention of
Benchmark’s Audit Committee, or the appropriate members of that
committee.  For direct access to Benchmark’s Audit Committee, please
address auditing and accounting related issues or complaints to:




Chairman
of the Audit Committee


Address


City,
State Zip




5  Conclusion




Each
employee is responsible for knowing and adhering to the values and standards set
forth in this Policy and for raising questions if she is uncertain about company
policy.  All reports of conduct in violation of this Policy and
requests for clarification or questions of any type pertaining to this Policy
may be referred to any of the following:




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·
            Supervisor




·
            Human
      Resources Organization




·
            Chief
      Financial Officer




·
            President




·
            Legal
      Department




Benchmark
takes seriously the standards set forth in the Policy, and violations are cause
for disciplinary action up to and including termination of employment – even
criminal prosecution where applicable. Violations or suspected violations of any
provisions of this Policy or its principles, or other Benchmark rules and
instructions, must be promptly reported to supervision.




Benchmark’s
Policy of Conduct reaffirms the importance of following the highest standards of
business conduct.  Adherence to these standards by all employees is
the only sure way Benchmark can maintain the confidence and support of the
public and its customers.




Each
employee is responsible for his or her actions.  For each, integrity
is a personal responsibility.  No one may justify an illegal act by
claiming it was ordered by someone in higher management.  No one,
regardless of rank, is ever authorized to direct an employee to commit an
illegal or unethical act.




Retaliation
against an employee who, in good faith and with reasonable belief, reports such
a violation or suspected violation is strictly forbidden.  If an
employee feels he is a victim of retaliation for a good faith report of
misconduct, he should contact human resources immediately.




Although
Benchmark’s guiding principles can not address every issue or provide answers to
every dilemma, they can define the spirit in which Benchmark intends to do
business and should guide employees in their daily conduct.  Its
contents must be viewed within the framework of Benchmark policies, practices,
instructions, and the requirements of the law.  Moreover, the absence
of a company practice or instruction covering a particular situation does not
relieve an employee from acting ethically.  In addition, this policy
in no way modifies or supersedes the at will employment relationship between the
company and its employees.







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