exv10w25



 




EXHIBIT 10.25



Superconductor Technologies Inc.

Code of Business Conduct and Ethics



In the wake of several large corporate scandals and bankruptcies, the SEC and other governing
bodies have implemented additional controls and procedures for publicly reporting companies. We
have always prided ourselves on maintaining the highest ethical standards, and we have always had
certain policies essential to maintaining our high standards. We believe that our directors,
officers and employees are aware of our commitment to ethics, and that they have worked and will
work hard to meet it. However, to formalize our commitment to certain critical policies cited by
the SEC, our Board of Directors has adopted this Code of Business Conduct and Ethics. This Code of
Business Conduct and Ethics does not summarize all of our policies. Our employees must also comply
with our other policies set out in our Employee Handbook and elsewhere.





	1.	 	Complying With Laws. We should respect and comply with all applicable laws,
rules and regulations in the conduct of our business. This includes the laws, rules and
regulations of the U.S. and each foreign country, state, county, city and other jurisdiction
in which we conduct business. This is true even if a supervisor or anyone in management has
directed otherwise. If you are ever unsure about the legal course of action, please
immediately request assistance from your supervisor, our Chief Executive Officer, or our
Senior VP & Chief Financial Officer.
	 
	 	 	The laws with which we comply include “insider trading laws” relating to transactions in our
stock. Some of our specific responsibilities are set out in our Statement of Company Policy
on Insider Trading and Public Disclosure of Information. Generally, we are not permitted to
buy, sell or otherwise trade in our securities without specific permission from our SEC
compliance officer, and then only during specified “window” periods in the case of directors
and senior executives. Please carefully read our policies and procedures regarding insider
trading in full and contact our Senior VP & Chief Financial Officer if you have questions
about it.
	 
	2.	 	Confidentiality. We must maintain the confidentiality of all sensitive
information entrusted to us, including all non-public information whose disclosure might be of
use to our competitors, or harmful to us or our customers. Some of our specific
responsibilities are set out in our Confidentiality and Non-Solicitation policy contained in
our Employee Handbook. Please carefully read our policies regarding Confidentiality and
Non-Solicitation included in our Employee Handbook, and our Agreement Regarding Confidential
and Proprietary Information and Trade Secrets in full and contact our Senior VP & Chief
Financial Officer if you have questions about it.
	 
	3.	 	Corrupt Practices. In accordance with the U.S. Foreign Corrupt Practices Act
and our policies, we are strictly prohibited from giving anything of value, directly or
indirectly, to foreign government officials or foreign political candidates in order to obtain
or retain business. In addition, we are strictly prohibited from giving U.S. government
officials business gratuities or gifts. The U.S. government can and has imposed criminal
sanctions on individuals and entities that have improperly given gifts to U.S. government
personnel, and the promise, offer or delivery to an official or employee of the U.S.
government of a gift or other gratuity would not only violate our policies, but might also be
a criminal offense. Please contact our Senior VP & Chief Financial Officer if you believe
improper gifts have been, are being, or will be made by our employees or directors.
	 
	4.	 	Fair Dealing. We seek to outperform our competition fairly and honestly and
seek competitive advantages through superior performance. We do not use unethical or illegal
business





1









 










Superconductor Technologies Inc.

Code of Business Conduct and Ethics





	 	 	practices to compete. Stealing proprietary information, possessing trade secret information
that was obtained without the owner’s consent, or inducing such disclosures by past or
present employees of other companies is prohibited. We endeavor to deal fairly with our
customers, suppliers, competitors, officers and employees. We should never take unfair
advantage of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair dealing practice.
	 
	5.	 	Public Company Reporting. As a public company, our filings with the SEC must
be accurate and timely. Whether or not you are directly involved in that process, you have
several responsibilities:






	 	•	 	Depending upon your position, you may be called upon to provide information to
assure that our public reports are complete, fair and understandable. We expect you to
take this responsibility very seriously and to provide prompt accurate answers to
inquiries related to our public disclosure requirements.
	 
	 	•	 	Our books, records, accounts and financial statements must be maintained in
reasonable detail, must appropriately reflect our transactions and must conform both to
applicable legal requirements and to the Company’s system of internal controls.
Unrecorded or “off the books” funds or assets should not be maintained unless permitted
by applicable law or regulation. Additionally, records should always be retained or
destroyed consistent with our past record retention practices.
	 
	 	•	 	Our public reports should fairly and accurately reflect what is happening at our
Company. If you believe they do not, you have a responsibility to bring your concerns
to the attention of senior management or the board.






	 	 	Because of the importance of this issue, the Audit Committee of our Board of Directors has
adopted the following provision to its charter, which is binding on everyone at
Superconductor:






	 	 	 	“Every employee of or consultant to the Company 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 is directed and strongly encouraged to
report the matter promptly to any member of the Audit Committee. The Audit
Committee will attempt to keep the name of the person reporting the
potential issue confidential to the extent requested by that person and not
inconsistent with the best interests of the Company. The Audit Committee
will not tolerate retaliation against any person who reports potential
issues to the Audit Committee in good faith.”	 






	 	 	Accordingly, if you have concerns regarding any accounting or auditing matters, you
may (but are not required to) consult with your supervisor or any of our executive
officers if you are comfortable doing so. But, unless the issues are fully resolved to your
satisfaction, or if you are not comfortable discussing the matter with our management, you
are required to submit your concerns or complaints (anonymously, confidentially or
otherwise) to the Audit Committee of our Board of Directors. This is true even if your
supervisor or anyone in management has directed you not to do so. You may direct your
concerns to any member of the Audit Committee





2









 










Superconductor Technologies Inc.

Code of Business Conduct and Ethics





	 	 	at a special, confidential telephone number contained in your employee handbook or to our
outside legal counsel. The telephone numbers for the members of our Audit Committee and our
outside legal counsel are listed in our directory. If you ask, we will keep your name
confidential unless this would violate applicable law or our responsibilities to others.
	 
	6.	 	Conflicts Of Interest. You should avoid conflicts of interest with the
Company except under guidelines approved by our Board of Directors or a committee of our
Board. Please refer to our policies and procedures regarding conflicts of interest and if you
become aware of a conflict of interest on the part of anyone at Superconductor, you must
report it to your supervisor or directly to our Senior VP & Chief Financial Officer or the
Audit Committee of our Board of Directors.
	 
	 	 	A “conflict of interest” exists whenever your private interests interfere or conflict in any
way (or even appear to interfere or conflict) with our interests. A conflict of interest
can arise when you take actions or have interests that may make it difficult to perform your
work for us objectively and effectively. Conflicts of interest may also arise when you, or
members of your family, receives improper personal benefits as a result of your position
with us, regardless of from where those benefits are received.
	 
	 	 	Specifically, it is a conflict of interest for you or a member of your immediate family to
work simultaneously for one of our competitors, customers or suppliers, even as a consultant
or board member, to receive any form of compensation (including loans or “gifts”) from any
person with whom we are doing business or to own an undisclosed interest in any supplier to
us (other than an interest of less than 1% in a public company). If you or a member of your
immediate family receives any payments from Superconductor or any person or entity connected
or doing business with Superconductor, it must be disclosed and approved by Superconductor.
(This, of course, does not include salary and bonus payments made though our payroll, stock
option grants under our employee stock option plans, or normal business expense
reimbursements.)
	 
	 	 	Similarly, you owe us a duty to advance our legitimate interests when the opportunity to do
so arises. You are prohibited from (a) taking for yourself personally opportunities that
properly belong to Superconductor or are discovered through the use of our property,
information or your position with us; (b) using corporate property, information or position
for personal gain; or (c) competing with us.
	 
	 	 	Ordinarily, the best policy will be to avoid any direct or indirect business connection with
our customers, suppliers or competitors, except on our behalf. However, regardless of how
“natural” or “innocent” a conflict may seem, you must report it and can proceed only if the
relationship is approved in writing by our Senior VP & Chief Financial Officer and the then
current Chairman of our Audit Committee. If you have any questions about whether a
situation is a conflict of interest, you should raise the issue with your supervisor or
directly with our Senior VP & Chief Financial Officer or the then current Chairman of our
Audit Committee.
	 
	7.	 	Reporting Any Illegal or Unethical Behavior. The Company can be held
criminally liable if one of its employees, directors or agents commits certain crimes.
Accordingly, you must promptly report any knowledge or information about employment-related
conduct by another employee, director or agent of the Company that you reasonably believe to
be a crime, a material violation of law or regulation, a dishonest act (including
misappropriation of funds or anything of





3









 










Superconductor Technologies Inc.

Code of Business Conduct and Ethics





	 	 	value from the Company or the improper recording of the Company’s assets or liabilities), a
breach of trust or any other conduct that might affect the reputation of the Company. You
must report the relevant facts promptly to your supervisor. If the situation cannot be
resolved, or if you feel uncomfortable using internal resources for reporting your concerns,
you must report the matter to the Employee Hotline.
	 
	8.	 	Special Requirements for Officers and Directors. Any consent or waiver with
respect to this Code which involves an Officer or Director of the Company must be approved by
a majority of disinterested directors on our Board of Directors or the Audit Committee of our
Board of Directors.
	 
	9.	 	No Retaliation. We will not tolerate retaliation of any kind against any
person who in good faith reports to us potential issues relating to violations of law or this
Code.




This Code only be amended, modified or waived by our Board of Directors or its authorized
committee, subject to the disclosure and other provisions of the Securities Exchange Act of 1934
and the applicable rules of the NASDAQ.



If you are ever unsure about whether some action would be consistent with this Code of Business
Conduct and Ethics, you should ask us. Similarly, any time you encounter a situation and you are
unsure what to do, you agree to tell us and ask for help.





4