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 andour standards of business conduct. All Company employees are expected to read and understand thisCode of Business Conduct and Ethics, uphold these standards in day-to-day activities, comply withall 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 andemployees of the Company and its subsidiaries, who, unless otherwise specified, will be referred tojointly as employees. Because the principles described in this Code of Business Conduct andEthics are general in nature, you should also review all applicable Company policies and proceduresfor more specific instruction, and contact the Human Resources Department or Finance Department ifyou 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 orterm 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 ofBusiness 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 andreturn 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 signedacknowledgment 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 isto respect and adhere to these practices. Many of these practices reflect legal or regulatoryrequirements. 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 Conductand Ethics. You should be alert to possible violations and report possible violations to the HumanResources Department or the Finance Department. You must cooperate in any internal or externalinvestigations of possible violations. Reprisal, threats, retribution or retaliation against anyperson who has in good faith reported a violation or a suspected violation of law, this Code ofBusiness Conduct and Ethics or other Company policies, or against any person who is assisting inany 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 orprocedures 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 orprocedures 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 inthe media with all the details, including your photo. If you are uncomfortable with the idea ofthis information being made public, perhaps you should think again about your words or your courseof action.     In all cases, if you are unsure about the appropriateness of an event or action, please seekassistance in interpreting the requirements of these practices by contacting the FinanceDepartment.**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 ensurethe safety and welfare of employees, agents and contractors and to maintain a cooperative,efficient, positive, harmonious and productive work environment and business organization. Thesestandards apply while working on our premises, at offsite locations where our business is beingconducted, at Company-sponsored business and social events, or at any other place where you are arepresentative of the Company. Employees, agents or contractors who engage in misconduct or whoseperformance 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 Statesmust comply with laws, regulations, rules and regulatory orders of the United States, including theForeign Corrupt Practices Act and the U.S. Export Control Act, in addition to applicable locallaws. Each employee, agent and contractor must acquire appropriate knowledge of the requirementsrelating 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 andprocedures. Violations of laws, regulations, rules and orders may subject the employee, agent orcontractor 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 lossof business.     **C. Conflicts of Interest**     Each of us has a responsibility to the Company, our shareholders and each other. Althoughthis duty does not prevent us from engaging in personal transactions and investments, it doesdemand that we avoid situations where a conflict of interest might occur or appear to occur. TheCompany is subject to scrutiny from many different individuals and organizations. We should alwaysstrive to avoid even the appearance of impropriety.     What constitutes conflict of interest? A conflict of interest exists where the interests orbenefits of one person or entity conflict with the interests or benefits of the Company. Examplesinclude:            (i)** Employment/Outside Employment**. In consideration of your employment with the Company, youare expected to devote your full attention to the business interests of the Company. You areprohibited from engaging in any activity that interferes with your performance or responsibilitiesto the Company or is otherwise in conflict with or prejudicial to the Company. Our policiesprohibit 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 acompetitor’s position. Additionally, you must disclose to the Company any interest that you havethat 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 anycompany that competes with the Company. Although you may serve as a director of a Companysupplier, customer, developer, or other business partner, our policy requires that you first obtainapproval from the Company’s Chief Financial Officer before accepting a directorship. Anycompensation you receive should be commensurate to your responsibilities. Such approval may beconditioned 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 notcompromise your responsibilities to the Company. Many factors should be considered in determiningwhether a conflict exists, including the size and nature of the investment; your ability toinfluence the Company’s decisions; your access to confidential information of the Company or of theother 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 arelative 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, andin-laws. Significant others include persons living in a spousal (including same sex) or familialfashion with an employee.     If such a related party transaction is unavoidable, you must fully disclose the nature of therelated party transaction to the Company’s Chief Financial Officer. If determined to be materialto the Company by the Chief Financial Officer, the Company’s Audit Committee must review andapprove in writing in advance such related party transactions. The most significant related partytransactions, particularly those involving the Company’s directors or executive officers, must bereviewed and approved in writing in advance by the Company’s Board of Directors. The Company mustreport all such material related party transactions under applicable accounting rules, Federalsecurities laws, SEC rules and regulations, and securities market rules. Any dealings with arelated party must be conducted in such a way that no preferential treatment is given to thisbusiness.     The Company discourages the employment of relatives and significant others in positions orassignments within the same department and prohibits the employment of such individuals inpositions 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 theorganizational impairment and conflicts that are a likely outcome of the employment of relatives orsignificant others, especially in a supervisor/subordinate relationship. If a question arisesabout whether a relationship is covered by this policy, the Human Resources Department isresponsible for determining whether an applicant’s or transferee’s acknowledged relationship iscovered by this policy. The Human Resources Department shall advise all affected applicants andtransferees of this policy. Willful withholding of information regarding a prohibitedrelationship/reporting arrangement may be subject to corrective action, up to and includingtermination. If a prohibited relationship exists or develops between two employees, the employeein the senior position must bring this to the attention of his/her supervisor. The Company retainsthe prerogative to separate the individuals at the earliest possible time, either by reassignmentor by termination, if necessary.            (v)** Other Situations**. Because other conflicts of interest may arise, it would be impracticalto attempt to list all possible situations. If a proposed transaction or situation raises anyquestions 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 opportunitiesthat are discovered through the use of corporate property, information or position unless theopportunity is disclosed fully in writing to the Company’s Board of Directors and the Board ofDirectors 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 confidentialinformation includes product architectures; source codes; product plans and road maps; names andlists of customers, dealers, and employees; and financial information. This information is theproperty 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 COMPANYCONFIDENTIAL INFORMATION SUCH AS INFORMATION REGARDING THE COMPANY’S PRODUCTS OR BUSINESS OVER THEINTERNET**. You are also responsible for properly labeling any and all documentation shared with orcorrespondence sent to any Company’s attorney or outside counsel as “Attorney-Client Privileged”.This responsibility includes the safeguarding, securing and proper disposal of confidentialinformation in accordance with the Company’s policy on Maintaining and Managing Records set forthin Section III.I of this Code of Business Conduct and Ethics. This obligation extends toconfidential information of third parties, which the Company has rightfully received underNon-Disclosure Agreements. See the Company’s policy dealing with Handling Confidential Informationof 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 signedan agreement to protect and hold confidential the Company’s proprietary information. Thisagreement remains in effect for as long as you work for the Company and after you leave theCompany. Under this agreement, you may not disclose the Company’s confidential information toanyone or use it to benefit anyone other than the Company without the prior written consent of anauthorized Company officer.            (ii)** Disclosure of Company Confidential Information**. To further the Company’s business, fromtime to time our confidential information may be disclosed to potential business partners.However, such disclosure should never be done without carefully considering its potential benefitsand risks. If you determine in consultation with your manager and other appropriate Companymanagement that disclosure of confidential information is necessary, you must then contact theFinance Department to ensure that an appropriate written nondisclosure agreement is signed prior tothe 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’sstandard nondisclosure agreements without review and approval by the Company’s Finance Department.In addition, all Company materials that contain Company confidential information, includingpresentations, must be reviewed and approved by the Company’s Finance Department prior topublication or use. Furthermore, any employee publication or publicly made statement that might beperceived or construed as attributable to the Company, made outside the scope of his or heremployment with the Company, must be reviewed and approved in writing in advance by the Company’sFinance Department and must include the Company’s standard disclaimer that the publication orstatement 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 andcontractors must cooperate with appropriate government inquiries and investigations. In thiscontext, however, it is important to protect the legal rights of the Company with respect to itsconfidential information. All government requests for information, documents or investigativeinterviews must be referred to the Company’s Finance Department. No financial information may bedisclosed without the prior approval of the Chief Financial Officer.            (iv)** Company Spokespeople**. Specific policies have been established regarding who maycommunicate information to the press and the financial analyst community. All inquiries or callsfrom the press and financial analysts should be referred to the Chief Financial Officer. TheCompany has designated its Chief Executive Officer and Chief Financial Officer as official Companyspokespeople for financial matters. The Company has designated its Vice Presidents of Sales andAdvanced Development as official Company spokespeople for marketing, technical and other suchinformation. No one may communicate with the press on behalf of the Company without thePresident’s express permission.     **F. Obligations Under Securities Laws-“Insider” Trading**     Obligations under the U.S. securities laws apply to everyone. In the normal course ofbusiness, officers, directors, employees, agents, contractors and consultants of the Company maycome into possession of significant, sensitive information. This information is the property ofthe Company — you have been entrusted with it. You may not profit from it by buying or sellingsecurities yourself, or passing on the information to others to enable them to profit or for themto profit on your behalf. The purpose of this policy is both to inform you of your legalresponsibilities and to make clear to you that the misuse of sensitive information is contrary toCompany 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 forindividuals. In addition, the SEC may seek the imposition of a civil penalty of up to three timesthe profits made or losses avoided from the trading. Insider traders must also disgorge anyprofits made, and are often subjected to an injunction against future violations. Finally, insidertraders may be subjected to civil liability in private lawsuits.     Employers and other controlling persons (including supervisory personnel) are also at riskunder U.S. securities laws. Controlling persons may, among other things, face penalties of thegreater of $5,000,000 or three times the profits made or losses avoided by the trader if theyrecklessly 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 increasinglysophisticated, and the chance that U.S. federal or other regulatory authorities will detect andprosecute 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 ChiefFinancial 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 withthe 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 securitiesduring the blackout period.     For more details, and to determine if you are restricted from trading during trading blackoutperiods, you should review the Company’s Insider Trading Compliance Program. You can request acopy of this policy from the Finance Department. You should take a few minutes to read the InsiderTrading Compliance Program carefully, paying particular attention to the specific policies and thepotential 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 todisciplinary action by the Company, which may include termination of employment or of businessrelationship. All questions regarding the Company’s Insider Trading Compliance Program should bedirected 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 orindirectly, sell any equity security, including derivatives, of the Company if he or she (1) doesnot own the security sold, or (2) if he or she owns the security, does not deliver it against suchsale (a “short sale against the box”) within twenty days thereafter, or does not within five daysafter such sale deposit it in the mails or other usual channels of transportation. No Companydirector, 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 theCompany’s stock price. While employees who are not executive officers or directors are notprohibited by law from engaging in short sales of Company’s securities, the Company has adopted aspolicy 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 everyemployee, agent and contractor. Care should be taken to ensure that assets are notmisappropriated, loaned to others, or sold or donated, without appropriate authorization. AllCompany employees, agents and contractors are responsible for the proper use of Company assets, andmust safeguard such assets against loss, damage, misuse or theft. Employees, agents or contractorswho violate any aspect of this policy or who demonstrate poor judgment in the manner in which theyuse any Company asset may be subject to disciplinary action, up to and including termination ofemployment or business relationship at the Company’s sole discretion. Company equipment and assetsare to be used for Company business purposes only. Employees, agents and contractors may not useCompany 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 theCompany’s Human Resources Department.
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            (ii)** Physical Access Control**. The Company has and will continue to develop procedurescovering physical access control to ensure privacy of communications, maintenance of the securityof the Company communication equipment, and safeguard Company assets from theft, misuse anddestruction. You are personally responsible for complying with the level of access control thathas been implemented in the facility where you work on a permanent or temporary basis. You mustnot 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 fundsover which he or she exercises control. Company agents and contractors should not be allowed toexercise control over Company funds. Company funds must be used only for Company businesspurposes. Every Company employee, agent and contractor must take reasonable steps to ensure thatthe Company receives good value for Company funds spent, and must maintain accurate and timelyrecords of each and every expenditure. Expense reports must be accurate and submitted in a timelymanner. Company employees, agents and contractors must not use Company funds for any personalpurpose.            (iv)** Computers and Other Equipment**. The Company strives to furnish employees with theequipment necessary to efficiently and effectively do their jobs. You must care for that equipmentand to use it responsibly only for Company business purposes. If you use Company equipment at yourhome 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. Whilecomputers and other electronic devices are made accessible to employees to assist them to performtheir jobs and to promote Company’s interests, all such computers and electronic devices, whetherused entirely or partially on the Company’s premises or with the aid of the Company’s equipment orresources, 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 respectto information transmitted over, received by, or stored in any electronic communications deviceowned, leased, or operated in whole or in part by or on behalf of the Company. To the extentpermitted by applicable law, the Company retains the right to gain access to any informationreceived by, transmitted by, or stored in any such electronic communications device, by and throughits employees, agents, contractors, or representatives, at any time, either with or without anemployee’s or third party’s knowledge, consent or approval.            (v)** Software**. All software used by employees to conduct Company business must beappropriately licensed. Never make or use illegal or unauthorized copies of any software, whetherin the office, at home, or on the road, since doing so may constitute copyright infringement andmay expose you and the Company to potential civil and criminal liability. In addition, use ofillegal or unauthorized copies of software may subject the employee to disciplinary action, up toand 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. Anynon-licensed/supported software will be removed.            (vi)** Electronic Usage**. The purpose of this policy is to make certain that employees utilizeelectronic communication devices in a legal, ethical, and appropriate manner. This policyaddresses the Company’s responsibilities and concerns regarding the fair and proper use of allelectronic communications devices within the organization, including computers, e-mail, connectionsto the Internet, intranet and extranet and any other public or private networks, voice mail, videoconferencing, facsimiles, and telephones. Posting or discussing information concerning theCompany’s products or business on the Internet without the prior written consent of the Company’sChief Financial Officer is prohibited. Any other form of electronic communication used byemployees currently or in the future is also intended to be encompassed under this policy. It isnot possible to identify every standard and rule applicable to the use of electronic communicationsdevices. Employees are therefore encouraged to use sound judgment whenever using any feature ofour communications systems.     **I. Maintaining and Managing Records**     The purpose of this policy is to set forth and convey the Company’s business and legalrequirements in managing records, including all recorded information regardless of medium orcharacteristics. 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 followspecific guidelines in managing its records. Civil and criminal penalties for failure to complywith such guidelines can be severe for employees, agents, contractors and the Company, and failureto comply with such guidelines may subject the employee, agent or contractor to disciplinaryaction, up to and including termination of employment or business relationship at the Company’ssole 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 appropriaterecords under special circumstances, such as litigation or government investigations. TheCompany’s Finance Department determines and identifies what types of Company records or documentsare required to be placed under a legal hold. Every Company employee, agent and contractor mustcomply with this policy. Failure to comply with this policy may subject the employee, agent orcontractor to disciplinary action, up to and including termination of employment or businessrelationship at the Company’s sole discretion.     The Company’s Finance Department will notify you if a legal hold is placed on records forwhich you are responsible. You then must preserve and protect the necessary records in accordancewith instructions from the Company’s Finance Department. **RECORDS OR SUPPORTING DOCUMENTS THAT HAVEBEEN PLACED UNDER A LEGAL HOLD MUST NOT BE DESTROYED, ALTERED OR MODIFIEDUNDER ANY CIRCUMSTANCES**. A legal hold
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remains effective until it is officially released in writingby the Company’s Finance Department. If you are unsure whether a document has been placed under alegal hold, you should preserve and protect that document while you check with the Company’sFinance Department.     If you have any questions about this policy you should contact the Company’s FinanceDepartment.     **K. Payment Practices**            (i)** Accounting Practices**. The Company’s responsibilities to its shareholders and theinvesting public require that all transactions be fully and accurately recorded in the Company’sbooks and records in compliance with all applicable laws. False or misleading entries, unrecordedfunds or assets, or payments without appropriate supporting documentation and approval are strictlyprohibited and violate Company policy and the law. Additionally, all documentation supporting atransaction should fully and accurately describe the nature of the transaction and be processed ina timely fashion.            (ii)** Political Contributions**. The Company reserves the right to communicate its position onimportant issues to elected representatives and other government officials. It is the Company’spolicy to comply fully with all local, state, federal, foreign and other applicable laws, rules andregulations 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 withoutthe prior written approval of the Company’s Chief Financial Officer and, if required, the Board ofDirectors.            (iii)** Prohibition of Inducements**. Under no circumstances may employees, agents or contractorsoffer to pay, make payment, promise to pay, or issue authorization to pay any money, gift, oranything of value to customers, vendors, consultants, etc. that is perceived as intended, directlyor indirectly, to improperly influence any business decision, any act or failure to act, anycommitment of fraud, or opportunity for the commission of any fraud. Inexpensive gifts, infrequentbusiness meals, celebratory events and entertainment, provided that they are not excessive orcreate an appearance of impropriety, do not violate this policy. Questions regarding whether aparticular payment or gift violates this policy should be directed to Human Resources or theFinance Department.     **L. Foreign Corrupt Practices Act.**     The Company requires full compliance with the Foreign Corrupt Practices Act (FCPA) by all ofits 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 anyforeign 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 foreigngovernment or agency, in order to obtain or retain business for anyone, or direct business toanyone.     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 andsupervisory personnel are expected to monitor continued compliance with the FCPA to ensurecompliance with the highest moral, ethical and professional standards of the Company. FCPAcompliance includes the Company’s policy on Maintaining and Managing Records in Section III.I ofthis Code of Business Conduct and Ethics.     Laws in most countries outside of the United States also prohibit or restrict governmentofficials or employees of government agencies from receiving payments, entertainment, or gifts forthe purpose of winning or keeping business. No contract or agreement may be made with any businessin which a government official or employee holds a significant interest, without the prior approvalof the Company’s Chief Financial Officer.     **M. Export Controls**     A number of countries maintain controls on the destinations to which products or software maybe exported. Some of the strictest export controls are maintained by the United States againstcountries 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 ofproducts 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 andpackaged abroad. In some circumstances, an oral presentation containing technical data made toforeign nationals in the United States may constitute a controlled export. The Company has anumber of policies and procedures related to Export Control. The Export Manager or FinanceDepartment can provide you with guidance on whether your duties require you to be familiar with thevarious 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 iscritical for you to remember that you represent the Company to the people with whom you aredealing. Act in a manner that creates value for our customers and helps to build a relationshipbased upon trust. The Company and its employees have provided products and services for many yearsand have built up significant goodwill over that time. This goodwill is one of our most importantassets, and the Company employees, agents and contractors must act to preserve and enhance ourreputation.
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     **B. Payments or Gifts from Others**     Under no circumstances may employees, agents or contractors accept any offer, payment, promiseto 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 businessdecision, any act or failure to act, any commitment of fraud, or opportunity for the commission ofany 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 thispolicy. Questions regarding whether a particular payment or gift violates this policy are to bedirected to Human Resources or the Finance Department.     Gifts given by the Company to suppliers or customers or received from suppliers or customersshould always be appropriate to the circumstances and should never be of a kind that could createan appearance of impropriety. The nature and cost must always be accurately recorded in theCompany’s books and records.     **C. Publications of Others**     The Company subscribes to many publications that help employees do their jobs better. Theseinclude newsletters, reference works, online reference services, magazines, books, and otherdigital and printed works. Copyright law generally protects these works, and their unauthorizedcopying and distribution constitute copyright infringement. You must first obtain the consent ofthe publisher of a publication before copying publications or significant parts of them. When indoubt 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 toinduce the Company to enter into a business relationship. At other times, we may request that athird party provide confidential information to permit the Company to evaluate a potential businessrelationship with that party. Whatever the situation, we must take special care to handle theconfidential information of others responsibly. We handle such confidential information inaccordance with our agreements with such third parties. See also the Company’s policy onMaintaining 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. Anoral 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 acompany’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 asconfidential, or which appears from the context or circumstances to be confidential, unless anappropriate nondisclosure agreement has been signed with the party offering the information. **THEFINANCE DEPARTMENT CAN PROVIDE NONDISCLOSURE AGREEMENTS TO FIT**
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**ANY PARTICULAR SITUATION, AND WILLCOORDINATE APPROPRIATE EXECUTION OF SUCH AGREEMENTS ON BEHALF OF THE COMPANY.**Even after anondisclosure agreement is in place, you should accept only the information necessary to accomplishthe purpose of receiving it, such as a decision on whether to proceed to negotiate a deal. If moredetailed or extensive confidential information is offered and it is not necessary, for yourimmediate purposes, it should be refused.            (ii)** Need-to-Know**. Once a third party’s confidential information has been disclosed to theCompany, we have an obligation to abide by the terms of the relevant nondisclosure agreement andlimit its use to the specific purpose for which it was disclosed and to disseminate it only toother Company employees with a need to know the information. Every employee, agent and contractorinvolved in a potential business relationship with a third party must understand and strictlyobserve 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 anondisclosure agreement, it is natural to take notes or prepare reports summarizing the results ofthe review and, based partly on those notes or reports, to draw conclusions about the suitabilityof a business relationship. Notes or reports, however, can include confidential informationdisclosed by the other party and so should be retained only long enough to complete the evaluationof the potential business relationship. Subsequently, they should be either destroyed or turnedover to the Finance Department for safekeeping or destruction. They should be treated just as anyother disclosure of confidential information is treated: marked as confidential and distributedonly to those the Company employees with a need to know.            (iv)** Competitive Information**. You should never attempt to obtain a competitor’s confidentialinformation by improper means, and you should especially never contact a competitor regarding theirconfidential 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 confidentialinformation of their former employers.     **E. Selecting Suppliers**     The Company’s suppliers make significant contributions to our success. To create anenvironment where our suppliers have an incentive to work with the Company, they must be confidentthat they will be treated lawfully and in an ethical manner. The Company’s policy is to purchasesupplies based on need, quality, service, price and terms and conditions. The Company’s policy isto select significant suppliers or enter into significant supplier agreements though a competitivebid process where possible. Under no circumstances should any Company employee, agent orcontractor attempt to coerce suppliers in any way. The confidential information of asupplier is entitled to the same protection as that of any other third party and must not bereceived before an appropriate nondisclosure agreement has been signed. A supplier’s performanceshould never be discussed with anyone outside the Company. A supplier to the Company is generallyfree to sell its products or services to any other party, including competitors of the Company. Insome
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cases where the products or services have been designed, fabricated, or developed to ourspecifications 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 governingcontact 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 alllocal, state, federal, foreign and other applicable laws, rules and regulations. If you have anyquestions 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 oremployee of a legislative body or with any government official or employee in the formulation oflegislation must have prior written approval of such activity from the Company’s Chief FinancialOfficer. Activity covered by this policy includes meetings with legislators or members of theirstaffs or with senior executive branch officials. Preparation, research, and other backgroundactivities that are done in support of lobbying communication are also covered by this policy evenif 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 applyto government contracting. It is also necessary to strictly adhere to all terms and conditions ofany contract with local, state, federal, foreign or other applicable governments. The Company’sFinance 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 andfair 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 oncarrying competing products, termination, and many other practices.     Competition laws also govern, usually quite strictly, relationships between the Company andits competitors. As a general rule, contacts with competitors should be limited and should alwaysavoid 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 acceptablewhen the association has been properly established, has a legitimate purpose, and has limited itsactivities to that purpose.     No employee, agent or contractor shall at any time or under any circumstances enter into anagreement or understanding, written or oral, express or implied, with any competitor concerningprices, discounts, other terms or conditions of sale, profits or profit margins, costs, allocationof product or geographic markets, allocation of customers, limitations on production, boycotts ofcustomers or suppliers, or bids or the intent to bid or even discuss or exchange information onthese subjects. In some cases, legitimate joint ventures with competitors may permit exceptions tothese 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. Theseprohibitions are absolute and strict observance is required. Collusion among competitors isillegal, and the consequences of a violation are severe.     Although the spirit of these laws, known as “antitrust,” “competition,” or “consumerprotection” or unfair competition laws, is straightforward, their application to particularsituations can be quite complex. To ensure that the Company complies fully with these laws, eachof us should have a basic knowledge of them and should involve our Finance Department early on whenquestionable situations arise.     **J. Industrial Espionage**     It is the Company’s policy to lawfully compete in the marketplace. This commitment tofairness includes respecting the rights of our competitors and abiding by all applicable laws inthe course of competing. The purpose of this policy is to maintain the Company’s reputation as alawful competitor and to help ensure the integrity of the competitive marketplace. The Companyexpects its competitors to respect our rights to compete lawfully in the marketplace, and we mustrespect their rights equally. Company employees, agents and contractors may not steal orunlawfully use the information, material, products, intellectual property, or proprietary orconfidential information of anyone including suppliers, customers, business partners orcompetitors.**V. WAIVERS**     Any waiver of any provision of this Code of Business Conduct and Ethics for a member of theCompany’s Board of Directors or an executive officer must be approved in writing by the Company’sBoard of Directors and promptly disclosed. Any waiver of any provision of this Code of BusinessConduct and Ethics with respect any other employee, agent or contractor must be approved in writingby 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 importanceto the Company, its shareholders and its business partners, and are essential to the Company’sability to conduct its business in accordance with its stated values. We expect all of ouremployees, agents, contractors and consultants to adhere to these rules in carrying out theirduties for the Company.     The Company will take appropriate action against any employee, agent, contractor or consultantwhose 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 atthe Company’s sole discretion. Where the Company has suffered a loss, it may pursue its remediesagainst the individuals or entities responsible. Where laws have been violated, the Company willcooperate 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 thestandards and policies contained in the Company Code of Business Conduct and Ethics and understandthat there may be additional policies or laws specific to my job. I further agree to comply withthe Company Code of Business Conduct and Ethics.     If I have questions concerning the meaning or application of the Company Code of BusinessConduct and Ethics, any Company policies, or the legal and regulatory requirements applicable to myjob, I know I can consult my manager, the Human Resources Department or the Chief FinancialOfficer, 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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