EXHIBIT 10.15



 






EXHIBIT 10.15




CELERITEK, INC.




CODE OF BUSINESS CONDUCT AND ETHICS



(As adopted on November 8, 2002)



I. INTRODUCTION




     This Code of Business Conduct and Ethics helps ensure compliance with legal requirements and
our standards of business conduct. All Company employees are expected to read and understand this
Code of Business Conduct and Ethics, uphold these standards in day-to-day activities, comply with
all applicable policies and procedures, and ensure that all agents and contractors are aware of,
understand and adhere to these standards.



     This Code of Business Conduct and Ethics applies to all directors, officers and
employees of the Company and its subsidiaries, who, unless otherwise specified, will be referred to
jointly as employees. Because the principles described in this Code of Business Conduct and
Ethics are general in nature, you should also review all applicable Company policies and procedures
for more specific instruction, and contact the Human Resources Department or Finance Department if
you have any questions.



     Nothing in this Code of Business Conduct and Ethics, in any company policies and procedures,
or in other related communications (verbal or written) creates or implies an employment contract or
term of employment.



     We are committed to continuously reviewing and updating our policies and procedures.
Therefore, this Code of Business Conduct and Ethics is subject to modification. This Code of
Business Conduct and Ethics supersedes all other such codes, policies, procedures, instructions,
practices, rules or written or verbal representations to the extent they are inconsistent.



     Please sign the acknowledgment form at the end of this Code of Business Conduct and Ethics and
return the form to the Human Resources Department indicating that you have received, read,
understand and agree to comply with the Code of Business Conduct and Ethics. The signed
acknowledgment form will be located in your personnel file.



II. COMPLIANCE IS EVERYONE’S BUSINESS




     Ethical business conduct is critical to our business. As an employee, your responsibility is
to respect and adhere to these practices. Many of these practices reflect legal or regulatory
requirements. Violations of these laws and regulations can create significant liability for you,
the Company, its directors, officers, and other employees.



 









 





     Part of your job and ethical responsibility is to help enforce this Code of Business Conduct
and Ethics. You should be alert to possible violations and report possible violations to the Human
Resources Department or the Finance Department. You must cooperate in any internal or external
investigations of possible violations. Reprisal, threats, retribution or retaliation against any
person who has in good faith reported a violation or a suspected violation of law, this Code of
Business Conduct and Ethics or other Company policies, or against any person who is assisting in
any investigation or process with respect to such a violation, is prohibited.



     Violations of law, this Code of Business Conduct and Ethics, or other Company policies or
procedures should be reported to the Human Resources Department or the Finance Department.



     Violations of law, this Code of Business Conduct and Ethics or other Company policies or
procedures by Company employees can lead to disciplinary action up to and including termination.



     In trying to determine whether any given action is appropriate, use the following test.
Imagine that the words you are using or the action you are taking is going to be fully disclosed in
the media with all the details, including your photo. If you are uncomfortable with the idea of
this information being made public, perhaps you should think again about your words or your course
of action.



     In all cases, if you are unsure about the appropriateness of an event or action, please seek
assistance in interpreting the requirements of these practices by contacting the Finance
Department.



III. YOUR RESPONSIBILITIES TO THE COMPANY AND ITS SHAREHOLDERS




     A. General Standards of Conduct



     The Company expects all employees, agents and contractors to exercise good judgment to ensure
the safety and welfare of employees, agents and contractors and to maintain a cooperative,
efficient, positive, harmonious and productive work environment and business organization. These
standards apply while working on our premises, at offsite locations where our business is being
conducted, at Company-sponsored business and social events, or at any other place where you are a
representative of the Company. Employees, agents or contractors who engage in misconduct or whose
performance is unsatisfactory may be subject to corrective action, up to and including termination.
You should review our employment handbook for more detailed information.



     B. Applicable Laws



     All Company employees, agents and contractors must comply with all applicable laws,
regulations, rules and regulatory orders. Company employees located outside of the United States
must comply with laws, regulations, rules and regulatory orders of the United States, including the
Foreign Corrupt Practices Act and the U.S. Export Control Act, in addition to applicable local
laws. Each employee, agent and contractor must acquire appropriate knowledge of the requirements
relating to his or her duties sufficient to enable him or her to recognize potential dangers and to



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know when to seek advice from the Finance Department on specific Company policies and
procedures. Violations of laws, regulations, rules and orders may subject the employee, agent or
contractor to individual criminal or civil liability, as well as to discipline by the Company.
Such individual violations may also subject the Company to civil or criminal liability or the loss
of business.



     C. Conflicts of Interest



     Each of us has a responsibility to the Company, our shareholders and each other. Although
this duty does not prevent us from engaging in personal transactions and investments, it does
demand that we avoid situations where a conflict of interest might occur or appear to occur. The
Company is subject to scrutiny from many different individuals and organizations. We should always
strive to avoid even the appearance of impropriety.



     What constitutes conflict of interest? A conflict of interest exists where the interests or
benefits of one person or entity conflict with the interests or benefits of the Company. Examples
include:



            (i) Employment/Outside Employment. In consideration of your employment with the Company, you
are expected to devote your full attention to the business interests of the Company. You are
prohibited from engaging in any activity that interferes with your performance or responsibilities
to the Company or is otherwise in conflict with or prejudicial to the Company. Our policies
prohibit any employee from accepting simultaneous employment with a Company supplier, customer,
developer or competitor, or from taking part in any activity that enhances or supports a
competitor’s position. Additionally, you must disclose to the Company any interest that you have
that may conflict with the business of the Company. If you have any questions on this requirement,
you should contact your supervisor or the Human Resources Department.



            (ii) Outside Directorships. It is a conflict of interest to serve as a director of any
company that competes with the Company. Although you may serve as a director of a Company
supplier, customer, developer, or other business partner, our policy requires that you first obtain
approval from the Company’s Chief Financial Officer before accepting a directorship. Any
compensation you receive should be commensurate to your responsibilities. Such approval may be
conditioned upon the completion of specified actions.



            (iii) Business Interests. If you are considering investing in a Company customer, supplier,
developer or competitor, you must first take great care to ensure that these investments do not
compromise your responsibilities to the Company. Many factors should be considered in determining
whether a conflict exists, including the size and nature of the investment; your ability to
influence the Company’s decisions; your access to confidential information of the Company or of the
other company; and the nature of the relationship between the Company and the other company.



            (iv) Related Parties. As a general rule, you should avoid conducting Company business with a
relative or significant other, or with a business in which a relative or significant other



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is associated in any significant role. Relatives include spouse, sister, brother, daughter,
son, mother, father, grandparents, aunts, uncles, nieces, nephews, cousins, step relationships, and
in-laws. Significant others include persons living in a spousal (including same sex) or familial
fashion with an employee.



     If such a related party transaction is unavoidable, you must fully disclose the nature of the
related party transaction to the Company’s Chief Financial Officer. If determined to be material
to the Company by the Chief Financial Officer, the Company’s Audit Committee must review and
approve in writing in advance such related party transactions. The most significant related party
transactions, particularly those involving the Company’s directors or executive officers, must be
reviewed and approved in writing in advance by the Company’s Board of Directors. The Company must
report all such material related party transactions under applicable accounting rules, Federal
securities laws, SEC rules and regulations, and securities market rules. Any dealings with a
related party must be conducted in such a way that no preferential treatment is given to this
business.



     The Company discourages the employment of relatives and significant others in positions or
assignments within the same department and prohibits the employment of such individuals in
positions that have a financial dependence or influence (e.g., an auditing or control relationship,
or a supervisor/subordinate relationship). The purpose of this policy is to prevent the
organizational impairment and conflicts that are a likely outcome of the employment of relatives or
significant others, especially in a supervisor/subordinate relationship. If a question arises
about whether a relationship is covered by this policy, the Human Resources Department is
responsible for determining whether an applicant’s or transferee’s acknowledged relationship is
covered by this policy. The Human Resources Department shall advise all affected applicants and
transferees of this policy. Willful withholding of information regarding a prohibited
relationship/reporting arrangement may be subject to corrective action, up to and including
termination. If a prohibited relationship exists or develops between two employees, the employee
in the senior position must bring this to the attention of his/her supervisor. The Company retains
the prerogative to separate the individuals at the earliest possible time, either by reassignment
or by termination, if necessary.



            (v) Other Situations. Because other conflicts of interest may arise, it would be impractical
to attempt to list all possible situations. If a proposed transaction or situation raises any
questions or doubts in your mind you should consult the Finance Department.



     D. Corporate Opportunities



     Employees, officers and directors may not exploit for their own personal gain opportunities
that are discovered through the use of corporate property, information or position unless the
opportunity is disclosed fully in writing to the Company’s Board of Directors and the Board of
Directors declines to pursue such opportunity.



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     E. Protecting the Company’s Confidential Information



     The Company’s confidential information is a valuable asset. The Company’s confidential
information includes product architectures; source codes; product plans and road maps; names and
lists of customers, dealers, and employees; and financial information. This information is the
property of the Company and may be protected by patent, trademark, copyright and trade secret laws.
All confidential information must be used for Company business purposes only. Every employee,
agent and contractor must safeguard it. THIS RESPONSIBILITY INCLUDES NOT DISCLOSING THE COMPANY
CONFIDENTIAL INFORMATION SUCH AS INFORMATION REGARDING THE COMPANY’S PRODUCTS OR BUSINESS OVER THE
INTERNET. You are also responsible for properly labeling any and all documentation shared with or
correspondence sent to any Company’s attorney or outside counsel as “Attorney-Client Privileged”.
This responsibility includes the safeguarding, securing and proper disposal of confidential
information in accordance with the Company’s policy on Maintaining and Managing Records set forth
in Section III.I of this Code of Business Conduct and Ethics. This obligation extends to
confidential information of third parties, which the Company has rightfully received under
Non-Disclosure Agreements. See the Company’s policy dealing with Handling Confidential Information
of Others set forth in Section IV.D of this Code of Business Conduct and Ethics.



            (i) Proprietary Information and Invention Agreement. When you joined the Company, you signed
an agreement to protect and hold confidential the Company’s proprietary information. This
agreement remains in effect for as long as you work for the Company and after you leave the
Company. Under this agreement, you may not disclose the Company’s confidential information to
anyone or use it to benefit anyone other than the Company without the prior written consent of an
authorized Company officer.



            (ii) Disclosure of Company Confidential Information. To further the Company’s business, from
time to time our confidential information may be disclosed to potential business partners.
However, such disclosure should never be done without carefully considering its potential benefits
and risks. If you determine in consultation with your manager and other appropriate Company
management that disclosure of confidential information is necessary, you must then contact the
Finance Department to ensure that an appropriate written nondisclosure agreement is signed prior to
the disclosure. The Company has standard nondisclosure agreements suitable for most disclosures.
You must not sign a third party’s nondisclosure agreement or accept changes to the Company’s
standard nondisclosure agreements without review and approval by the Company’s Finance Department.
In addition, all Company materials that contain Company confidential information, including
presentations, must be reviewed and approved by the Company’s Finance Department prior to
publication or use. Furthermore, any employee publication or publicly made statement that might be
perceived or construed as attributable to the Company, made outside the scope of his or her
employment with the Company, must be reviewed and approved in writing in advance by the Company’s
Finance Department and must include the Company’s standard disclaimer that the publication or
statement represents the views of the specific author and not of the Company.



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            (iii) Requests by Regulatory Authorities. The Company and its employees, agents and
contractors must cooperate with appropriate government inquiries and investigations. In this
context, however, it is important to protect the legal rights of the Company with respect to its
confidential information. All government requests for information, documents or investigative
interviews must be referred to the Company’s Finance Department. No financial information may be
disclosed without the prior approval of the Chief Financial Officer.



            (iv) Company Spokespeople. Specific policies have been established regarding who may
communicate information to the press and the financial analyst community. All inquiries or calls
from the press and financial analysts should be referred to the Chief Financial Officer. The
Company has designated its Chief Executive Officer and Chief Financial Officer as official Company
spokespeople for financial matters. The Company has designated its Vice Presidents of Sales and
Advanced Development as official Company spokespeople for marketing, technical and other such
information. No one may communicate with the press on behalf of the Company without the
President’s express permission.



     F. Obligations Under Securities Laws-“Insider” Trading



     Obligations under the U.S. securities laws apply to everyone. In the normal course of
business, officers, directors, employees, agents, contractors and consultants of the Company may
come into possession of significant, sensitive information. This information is the property of
the Company — you have been entrusted with it. You may not profit from it by buying or selling
securities yourself, or passing on the information to others to enable them to profit or for them
to profit on your behalf. The purpose of this policy is both to inform you of your legal
responsibilities and to make clear to you that the misuse of sensitive information is contrary to
Company policy and U.S. securities laws.



     Insider trading is a crime, penalized by fines of up to $5,000,000 and 20 years in jail for
individuals. In addition, the SEC may seek the imposition of a civil penalty of up to three times
the profits made or losses avoided from the trading. Insider traders must also disgorge any
profits made, and are often subjected to an injunction against future violations. Finally, insider
traders may be subjected to civil liability in private lawsuits.



     Employers and other controlling persons (including supervisory personnel) are also at risk
under U.S. securities laws. Controlling persons may, among other things, face penalties of the
greater of $5,000,000 or three times the profits made or losses avoided by the trader if they
recklessly fail to take preventive steps to control insider trading.



     Thus, it is important both to you and the Company that insider-trading violations not occur.
You should be aware that stock market surveillance techniques are becoming increasingly
sophisticated, and the chance that U.S. federal or other regulatory authorities will detect and
prosecute even small-level trading is significant. Insider trading rules are strictly enforced,
even in instances when the financial transactions seem small. You should contact the Chief
Financial Officer if you are unsure as to whether or not you are free to trade.



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     The Company has imposed a trading blackout period on members of the Board of Directors,
executive officers and certain designated employees who, as a consequence of their position with
the Company, are more likely to be exposed to material nonpublic information about the Company.
These directors, executive officers and employees generally may not trade in Company securities
during the blackout period.



     For more details, and to determine if you are restricted from trading during trading blackout
periods, you should review the Company’s Insider Trading Compliance Program. You can request a
copy of this policy from the Finance Department. You should take a few minutes to read the Insider
Trading Compliance Program carefully, paying particular attention to the specific policies and the
potential criminal and civil liability and/or disciplinary action for insider trading violations.
Employees, agents and contractors of the Company who violate this Policy are also be subject to
disciplinary action by the Company, which may include termination of employment or of business
relationship. All questions regarding the Company’s Insider Trading Compliance Program should be
directed to the Company’s Chief Financial Officer.



     G. Prohibition Against Short Selling of Company Stock



     No Company director, officer or other employee, agent or contractor may, directly or
indirectly, sell any equity security, including derivatives, of the Company if he or she (1) does
not own the security sold, or (2) if he or she owns the security, does not deliver it against such
sale (a “short sale against the box”) within twenty days thereafter, or does not within five days
after such sale deposit it in the mails or other usual channels of transportation. No Company
director, officer or other employee, agent or contractor may engage in short sales. A short sale,
as defined in this policy, means any transaction whereby one may benefit from a decline in the
Company’s stock price. While employees who are not executive officers or directors are not
prohibited by law from engaging in short sales of Company’s securities, the Company has adopted as
policy that employees may not do so.



     H. Use of Company’s Assets



            (i) General. Protecting the Company’s assets is a key fiduciary responsibility of every
employee, agent and contractor. Care should be taken to ensure that assets are not
misappropriated, loaned to others, or sold or donated, without appropriate authorization. All
Company employees, agents and contractors are responsible for the proper use of Company assets, and
must safeguard such assets against loss, damage, misuse or theft. Employees, agents or contractors
who violate any aspect of this policy or who demonstrate poor judgment in the manner in which they
use any Company asset may be subject to disciplinary action, up to and including termination of
employment or business relationship at the Company’s sole discretion. Company equipment and assets
are to be used for Company business purposes only. Employees, agents and contractors may not use
Company assets for personal use, nor may they allow any other person to use Company assets.
Employees who have any questions regarding this policy should bring them to the attention of the
Company’s Human Resources Department.



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            (ii) Physical Access Control. The Company has and will continue to develop procedures
covering physical access control to ensure privacy of communications, maintenance of the security
of the Company communication equipment, and safeguard Company assets from theft, misuse and
destruction. You are personally responsible for complying with the level of access control that
has been implemented in the facility where you work on a permanent or temporary basis. You must
not defeat or cause to be defeated the purpose for which the access control was implemented.



            (iii) Company Funds. Every Company employee is personally responsible for all Company funds
over which he or she exercises control. Company agents and contractors should not be allowed to
exercise control over Company funds. Company funds must be used only for Company business
purposes. Every Company employee, agent and contractor must take reasonable steps to ensure that
the Company receives good value for Company funds spent, and must maintain accurate and timely
records of each and every expenditure. Expense reports must be accurate and submitted in a timely
manner. Company employees, agents and contractors must not use Company funds for any personal
purpose.



            (iv) Computers and Other Equipment. The Company strives to furnish employees with the
equipment necessary to efficiently and effectively do their jobs. You must care for that equipment
and to use it responsibly only for Company business purposes. If you use Company equipment at your
home or off site, take precautions to protect it from theft or damage, just as if it were your own.
If the Company no longer employs you, you must immediately return all Company equipment. While
computers and other electronic devices are made accessible to employees to assist them to perform
their jobs and to promote Company’s interests, all such computers and electronic devices, whether
used entirely or partially on the Company’s premises or with the aid of the Company’s equipment or
resources, must remain fully accessible to the Company and, to the maximum extent permitted by law,
will remain the sole and exclusive property of the Company.



     Employees, agents and contractors should not maintain any expectation of privacy with respect
to information transmitted over, received by, or stored in any electronic communications device
owned, leased, or operated in whole or in part by or on behalf of the Company. To the extent
permitted by applicable law, the Company retains the right to gain access to any information
received by, transmitted by, or stored in any such electronic communications device, by and through
its employees, agents, contractors, or representatives, at any time, either with or without an
employee’s or third party’s knowledge, consent or approval.



            (v) Software. All software used by employees to conduct Company business must be
appropriately licensed. Never make or use illegal or unauthorized copies of any software, whether
in the office, at home, or on the road, since doing so may constitute copyright infringement and
may expose you and the Company to potential civil and criminal liability. In addition, use of
illegal or unauthorized copies of software may subject the employee to disciplinary action, up to
and including termination. The Company’s IT Department will inspect Company computers periodically



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to verify that only approved and licensed software has been installed. Any
non-licensed/supported software will be removed.



            (vi) Electronic Usage. The purpose of this policy is to make certain that employees utilize
electronic communication devices in a legal, ethical, and appropriate manner. This policy
addresses the Company’s responsibilities and concerns regarding the fair and proper use of all
electronic communications devices within the organization, including computers, e-mail, connections
to the Internet, intranet and extranet and any other public or private networks, voice mail, video
conferencing, facsimiles, and telephones. Posting or discussing information concerning the
Company’s products or business on the Internet without the prior written consent of the Company’s
Chief Financial Officer is prohibited. Any other form of electronic communication used by
employees currently or in the future is also intended to be encompassed under this policy. It is
not possible to identify every standard and rule applicable to the use of electronic communications
devices. Employees are therefore encouraged to use sound judgment whenever using any feature of
our communications systems.



     I. Maintaining and Managing Records



     The purpose of this policy is to set forth and convey the Company’s business and legal
requirements in managing records, including all recorded information regardless of medium or
characteristics. Records include paper documents, CDs, computer hard disks, email, floppy disks,
microfiche, microfilm or all other media. The Company is required by local, state, federal,
foreign and other applicable laws, rules and regulations to retain certain records and to follow
specific guidelines in managing its records. Civil and criminal penalties for failure to comply
with such guidelines can be severe for employees, agents, contractors and the Company, and failure
to comply with such guidelines may subject the employee, agent or contractor to disciplinary
action, up to and including termination of employment or business relationship at the Company’s
sole discretion. You should review our Records Retention Policy for more detailed information.



     J. Records on Legal Hold.



     A legal hold suspends all document destruction procedures in order to preserve appropriate
records under special circumstances, such as litigation or government investigations. The
Company’s Finance Department determines and identifies what types of Company records or documents
are required to be placed under a legal hold. Every Company employee, agent and contractor must
comply with this policy. Failure to comply with this policy may subject the employee, agent or
contractor to disciplinary action, up to and including termination of employment or business
relationship at the Company’s sole discretion.



     The Company’s Finance Department will notify you if a legal hold is placed on records for
which you are responsible. You then must preserve and protect the necessary records in accordance
with instructions from the Company’s Finance Department. RECORDS OR SUPPORTING DOCUMENTS THAT HAVE
BEEN PLACED UNDER A LEGAL HOLD MUST NOT BE DESTROYED, ALTERED OR MODIFIED
UNDER ANY CIRCUMSTANCES. A legal hold



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remains effective until it is officially released in writing
by the Company’s Finance Department. If you are unsure whether a document has been placed under a
legal hold, you should preserve and protect that document while you check with the Company’s
Finance Department.



     If you have any questions about this policy you should contact the Company’s Finance
Department.



     K. Payment Practices



            (i) Accounting Practices. The Company’s responsibilities to its shareholders and the
investing public require that all transactions be fully and accurately recorded in the Company’s
books and records in compliance with all applicable laws. False or misleading entries, unrecorded
funds or assets, or payments without appropriate supporting documentation and approval are strictly
prohibited and violate Company policy and the law. Additionally, all documentation supporting a
transaction should fully and accurately describe the nature of the transaction and be processed in
a timely fashion.



            (ii) Political Contributions. The Company reserves the right to communicate its position on
important issues to elected representatives and other government officials. It is the Company’s
policy to comply fully with all local, state, federal, foreign and other applicable laws, rules and
regulations regarding political contributions. The Company’s funds or assets must not be used for,
or be contributed to, political campaigns or political practices under any circumstances without
the prior written approval of the Company’s Chief Financial Officer and, if required, the Board of
Directors.



            (iii) Prohibition of Inducements. Under no circumstances may employees, agents or contractors
offer to pay, make payment, promise to pay, or issue authorization to pay any money, gift, or
anything of value to customers, vendors, consultants, etc. that is perceived as intended, directly
or indirectly, to improperly influence any business decision, any act or failure to act, any
commitment of fraud, or opportunity for the commission of any fraud. Inexpensive gifts, infrequent
business meals, celebratory events and entertainment, provided that they are not excessive or
create an appearance of impropriety, do not violate this policy. Questions regarding whether a
particular payment or gift violates this policy should be directed to Human Resources or the
Finance Department.



     L. Foreign Corrupt Practices Act.



     The Company requires full compliance with the Foreign Corrupt Practices Act (FCPA) by all of
its employees, agents, and contractors.



     The anti-bribery and corrupt payment provisions of the FCPA make illegal any corrupt offer,
payment, promise to pay, or authorization to pay any money, gift, or anything of value to any
foreign official, or any foreign political party, candidate or official, for the purpose of:
influencing any act or failure to act, in the official capacity of that foreign official or party;
or inducing the foreign official



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or party to use influence to affect a decision of a foreign
government or agency, in order to obtain or retain business for anyone, or direct business to
anyone.



     All Company employees, agents and contractors whether located in the United States or abroad,
are responsible for FCPA compliance and the procedures to ensure FCPA compliance. All managers and
supervisory personnel are expected to monitor continued compliance with the FCPA to ensure
compliance with the highest moral, ethical and professional standards of the Company. FCPA
compliance includes the Company’s policy on Maintaining and Managing Records in Section III.I of
this Code of Business Conduct and Ethics.



     Laws in most countries outside of the United States also prohibit or restrict government
officials or employees of government agencies from receiving payments, entertainment, or gifts for
the purpose of winning or keeping business. No contract or agreement may be made with any business
in which a government official or employee holds a significant interest, without the prior approval
of the Company’s Chief Financial Officer.



     M. Export Controls



     A number of countries maintain controls on the destinations to which products or software may
be exported. Some of the strictest export controls are maintained by the United States against
countries that the U.S. government considers unfriendly or as supporting international terrorism.
The U.S. regulations are complex and apply both to exports from the United States and to exports of
products from other countries, when those products contain U.S.-origin components or technology.
Software created in the United States is subject to these regulations even if duplicated and
packaged abroad. In some circumstances, an oral presentation containing technical data made to
foreign nationals in the United States may constitute a controlled export. The Company has a
number of policies and procedures related to Export Control. The Export Manager or Finance
Department can provide you with guidance on whether your duties require you to be familiar with the
various policies and procedures.



IV. RESPONSIBILITIES TO OUR CUSTOMERS AND OUR SUPPLIERS




     A. Customer Relationships



     If your job puts you in contact with any Company customers or potential customers, it is
critical for you to remember that you represent the Company to the people with whom you are
dealing. Act in a manner that creates value for our customers and helps to build a relationship
based upon trust. The Company and its employees have provided products and services for many years
and have built up significant goodwill over that time. This goodwill is one of our most important
assets, and the Company employees, agents and contractors must act to preserve and enhance our
reputation.



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     B. Payments or Gifts from Others



     Under no circumstances may employees, agents or contractors accept any offer, payment, promise
to pay, or authorization to pay any money, gift, or anything of value from customers, vendors,
consultants, etc. that is perceived as intended, directly or indirectly, to influence any business
decision, any act or failure to act, any commitment of fraud, or opportunity for the commission of
any fraud. Inexpensive gifts, infrequent business meals, celebratory events and entertainment,
provided that they are not excessive or create an appearance of impropriety, do not violate this
policy. Questions regarding whether a particular payment or gift violates this policy are to be
directed to Human Resources or the Finance Department.



     Gifts given by the Company to suppliers or customers or received from suppliers or customers
should always be appropriate to the circumstances and should never be of a kind that could create
an appearance of impropriety. The nature and cost must always be accurately recorded in the
Company’s books and records.



     C. Publications of Others



     The Company subscribes to many publications that help employees do their jobs better. These
include newsletters, reference works, online reference services, magazines, books, and other
digital and printed works. Copyright law generally protects these works, and their unauthorized
copying and distribution constitute copyright infringement. You must first obtain the consent of
the publisher of a publication before copying publications or significant parts of them. When in
doubt about whether you may copy a publication, consult the Finance Department.



     D. Handling the Confidential Information of Others



     The Company has many kinds of business relationships with many companies and individuals.
Sometimes, they will volunteer confidential information about their products or business plans to
induce the Company to enter into a business relationship. At other times, we may request that a
third party provide confidential information to permit the Company to evaluate a potential business
relationship with that party. Whatever the situation, we must take special care to handle the
confidential information of others responsibly. We handle such confidential information in
accordance with our agreements with such third parties. See also the Company’s policy on
Maintaining and Managing Records in Section III.I of this Code of Business Conduct and Ethics.



            (i) Appropriate Nondisclosure Agreements. Confidential information may take many forms. An
oral presentation about a company’s product development plans may contain protected trade secrets.
A customer list or employee list may be a protected trade secret. A demo of an alpha version of a
company’s new software may contain information protected by trade secret and copyright laws.



     You should never accept information offered by a third party that is represented as
confidential, or which appears from the context or circumstances to be confidential, unless an
appropriate nondisclosure agreement has been signed with the party offering the information. THE
FINANCE DEPARTMENT CAN PROVIDE NONDISCLOSURE AGREEMENTS TO FIT



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ANY PARTICULAR SITUATION, AND WILL
COORDINATE APPROPRIATE EXECUTION OF SUCH AGREEMENTS ON BEHALF OF THE COMPANY. Even after a
nondisclosure agreement is in place, you should accept only the information necessary to accomplish
the purpose of receiving it, such as a decision on whether to proceed to negotiate a deal. If more
detailed or extensive confidential information is offered and it is not necessary, for your
immediate purposes, it should be refused.



            (ii) Need-to-Know. Once a third party’s confidential information has been disclosed to the
Company, we have an obligation to abide by the terms of the relevant nondisclosure agreement and
limit its use to the specific purpose for which it was disclosed and to disseminate it only to
other Company employees with a need to know the information. Every employee, agent and contractor
involved in a potential business relationship with a third party must understand and strictly
observe the restrictions on the use and handling of confidential information. When in doubt,
consult the Finance Department.



            (iii) Notes and Reports. When reviewing the confidential information of a third party under a
nondisclosure agreement, it is natural to take notes or prepare reports summarizing the results of
the review and, based partly on those notes or reports, to draw conclusions about the suitability
of a business relationship. Notes or reports, however, can include confidential information
disclosed by the other party and so should be retained only long enough to complete the evaluation
of the potential business relationship. Subsequently, they should be either destroyed or turned
over to the Finance Department for safekeeping or destruction. They should be treated just as any
other disclosure of confidential information is treated: marked as confidential and distributed
only to those the Company employees with a need to know.



            (iv) Competitive Information. You should never attempt to obtain a competitor’s confidential
information by improper means, and you should especially never contact a competitor regarding their
confidential information. While the Company may, and does, employ former employees of competitors,
we recognize and respect the obligations of those employees not to use or disclose the confidential
information of their former employers.



     E. Selecting Suppliers



     The Company’s suppliers make significant contributions to our success. To create an
environment where our suppliers have an incentive to work with the Company, they must be confident
that they will be treated lawfully and in an ethical manner. The Company’s policy is to purchase
supplies based on need, quality, service, price and terms and conditions. The Company’s policy is
to select significant suppliers or enter into significant supplier agreements though a competitive
bid process where possible. Under no circumstances should any Company employee, agent or
contractor attempt to coerce suppliers in any way. The confidential information of a
supplier is entitled to the same protection as that of any other third party and must not be
received before an appropriate nondisclosure agreement has been signed. A supplier’s performance
should never be discussed with anyone outside the Company. A supplier to the Company is generally
free to sell its products or services to any other party, including competitors of the Company. In
some



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cases where the products or services have been designed, fabricated, or developed to our
specifications the agreement between the parties may contain restrictions on sales.



     F. Government Relations



     It is the Company’s policy to comply fully with all applicable laws and regulations governing
contact and dealings with government employees and public officials, and to adhere to high ethical,
moral and legal standards of business conduct. This policy includes strict compliance with all
local, state, federal, foreign and other applicable laws, rules and regulations. If you have any
questions concerning government relations you should contact the Company’s Finance Department.



     G. Lobbying



     Employees, agents or contractors whose work requires lobbying communication with any member or
employee of a legislative body or with any government official or employee in the formulation of
legislation must have prior written approval of such activity from the Company’s Chief Financial
Officer. Activity covered by this policy includes meetings with legislators or members of their
staffs or with senior executive branch officials. Preparation, research, and other background
activities that are done in support of lobbying communication are also covered by this policy even
if the communication ultimately is not made.



     H. Government Contracts



     It is the Company’s policy to comply fully with all applicable laws and regulations that apply
to government contracting. It is also necessary to strictly adhere to all terms and conditions of
any contract with local, state, federal, foreign or other applicable governments. The Company’s
Finance Department must review and approve all contracts with any government entity.



     I. Free and Fair Competition



     Most countries have well-developed bodies of law designed to encourage and protect free and
fair competition. The Company is committed to obeying both the letter and spirit of these laws.
The consequences of not doing so can be severe for all of us.



     These laws often regulate the Company’s relationships with its distributors, resellers,
dealers, and customers. Competition laws generally address the following areas: pricing practices
(including price discrimination), discounting, terms of sale, credit terms, promotional allowances,
secret rebates, exclusive dealerships or distributorships, product bundling, restrictions on
carrying competing products, termination, and many other practices.



     Competition laws also govern, usually quite strictly, relationships between the Company and
its competitors. As a general rule, contacts with competitors should be limited and should always
avoid subjects such as prices or other terms and conditions of sale, customers, and suppliers.
Employees, agents or contractors of the Company may not knowingly make false or misleading



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statements regarding its competitors or the products of its competitors, customers or suppliers.
Participating with competitors in a trade association or in a standards creation body is acceptable
when the association has been properly established, has a legitimate purpose, and has limited its
activities to that purpose.



     No employee, agent or contractor shall at any time or under any circumstances enter into an
agreement or understanding, written or oral, express or implied, with any competitor concerning
prices, discounts, other terms or conditions of sale, profits or profit margins, costs, allocation
of product or geographic markets, allocation of customers, limitations on production, boycotts of
customers or suppliers, or bids or the intent to bid or even discuss or exchange information on
these subjects. In some cases, legitimate joint ventures with competitors may permit exceptions to
these rules as may bona fide purchases from or sales to competitors on non-competitive products,
but the Company’s Finance Department must review all such proposed ventures in advance. These
prohibitions are absolute and strict observance is required. Collusion among competitors is
illegal, and the consequences of a violation are severe.



     Although the spirit of these laws, known as “antitrust,” “competition,” or “consumer
protection” or unfair competition laws, is straightforward, their application to particular
situations can be quite complex. To ensure that the Company complies fully with these laws, each
of us should have a basic knowledge of them and should involve our Finance Department early on when
questionable situations arise.



     J. Industrial Espionage



     It is the Company’s policy to lawfully compete in the marketplace. This commitment to
fairness includes respecting the rights of our competitors and abiding by all applicable laws in
the course of competing. The purpose of this policy is to maintain the Company’s reputation as a
lawful competitor and to help ensure the integrity of the competitive marketplace. The Company
expects its competitors to respect our rights to compete lawfully in the marketplace, and we must
respect their rights equally. Company employees, agents and contractors may not steal or
unlawfully use the information, material, products, intellectual property, or proprietary or
confidential information of anyone including suppliers, customers, business partners or
competitors.



V. WAIVERS




     Any waiver of any provision of this Code of Business Conduct and Ethics for a member of the
Company’s Board of Directors or an executive officer must be approved in writing by the Company’s
Board of Directors and promptly disclosed. Any waiver of any provision of this Code of Business
Conduct and Ethics with respect any other employee, agent or contractor must be approved in writing
by the Company’s Chief Financial Officer.



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VI. DISCIPLINARY ACTIONS




     The matters covered in this Code of Business Conduct and Ethics are of the utmost importance
to the Company, its shareholders and its business partners, and are essential to the Company’s
ability to conduct its business in accordance with its stated values. We expect all of our
employees, agents, contractors and consultants to adhere to these rules in carrying out their
duties for the Company.



     The Company will take appropriate action against any employee, agent, contractor or consultant
whose actions are found to violate these policies or any other policies of the Company.
Disciplinary actions may include immediate termination of employment or business relationship at
the Company’s sole discretion. Where the Company has suffered a loss, it may pursue its remedies
against the individuals or entities responsible. Where laws have been violated, the Company will
cooperate fully with the appropriate authorities.



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VII. ACKNOWLEDGMENT OF RECEIPT OF CODE OF BUSINESS CONDUCT AND ETHICS




     I have received and read the Company’s Code of Business Conduct and Ethics. I understand the
standards and policies contained in the Company Code of Business Conduct and Ethics and understand
that there may be additional policies or laws specific to my job. I further agree to comply with
the Company Code of Business Conduct and Ethics.



     If I have questions concerning the meaning or application of the Company Code of Business
Conduct and Ethics, any Company policies, or the legal and regulatory requirements applicable to my
job, I know I can consult my manager, the Human Resources Department or the Chief Financial
Officer, knowing that my questions or reports to these sources will be maintained in confidence.



	 	 	 
	 

Employee Name

	 	 
	 
	 	 
	 

Signature
	 	 
	 
	 	 
	 

Date
	 	 






Please sign and return this form to the Human Resources Department.





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