Exhibit 10.25


 




	
  

  	
  Code of CONDUCT
  Home of the Good Guys 

  






 















	
  

  	
  Table of
  Contents 3 4 4 4 5 6 6 6 7 7 8 8 8 9 9 9 10 10 10 10 11 11 12 12 12 13 13 13
  13 14 14 14 15 15 15 15 15 16 16 16 17 17 17 17 17 18 18 19 19 20 20 21 21 21
  22 23 23 24 24 Our Values .............................................................................................................................................
  Chapter 1 Introduction
  ..................................................................................................................
  . 1.1 Understanding and Complying with the Code
  ....................................................................................
  1.2 Making Ethical Decisions
  ...................................................................................................................
  1.3 Reporting Compliance Concerns
  .......................................................................................................
  1.4 Cooperating With Internal and External Investigations .....................................................................
  1.5 Leadership Responsibilities
  ...............................................................................................................
  1.6 Penalties for Code Violations .............................................................................................................
  Chapter 2 Our Employees
  ............................................................................................................
  2.1 We cultivate a diverse workplace ......................................................................................................
  2.2 We do not tolerate discrimination
  ......................................................................................................
  2.3 We maintain a safe and secure work environment
  ............................................................................
  2.3.1 Violence and Weapons
  ................................................................................................................
  2.3.2 Environmental Health and Safety
  ................................................................................................
  2.3.3 Illegal Drugs and Controlled Substances
  ....................................................................................
  2.3.4 Alcohol
  .......................................................................................................................................
  2.4 We avoid unproductive and unlawful activities
  .................................................................................
  . 2.5 We protect personal information
  .......................................................................................................
  2.6 We monitor employee activity as permitted by law and dictated by
  legitimate business needs....... 2.7 We conduct ourselves with integrity both
  on and off the job
  ............................................................ 2.8 We do not
  trade on or disclose insider information
  .......................................................................... .
  2.9 We avoid conflicts of interest
  .............................................................................................................
  2.9.1 Close Personal Relationships
  .....................................................................................................
  2.9.2 Outside Employment
  ...................................................................................................................
  2.9.3 Outside Activities ........................................................................................................................
  2.9.4 Personal Political Interests
  .........................................................................................................
  2.9.5 Significant Financial Interest in Clients, Suppliers, or Competitors
  .......................................... 2.9.6 Transactions in Securities
  ..........................................................................................................
  2.9.7 Loans .........................................................................................................................................
  Chapter 3 Our Company
  ...............................................................................................................
  3.1 We create and maintain accurate records
  ..........................................................................................
  3.2 We promote transparent and complete disclosure
  ............................................................................
  3.3 We properly manage and retain company records
  .............................................................................
  3.4 We safeguard company information
  ..................................................................................................
  3.4.1 What to Protect
  ...........................................................................................................................
  3.4.2 How to Protect It
  .........................................................................................................................
  3.4.3 When to Protect It
  .......................................................................................................................
  3.5 We communicate in a professional manner .......................................................................................
  3.6 We use social media responsibly
  .......................................................................................................
  3.7 We protect the security of our operations .........................................................................................
  3.8 We use our assets wisely
  ...................................................................................................................
  3.8.1 Company Funds ..........................................................................................................................
  3.8.2 Company Benefits
  .......................................................................................................................
  3.8.3 Company Communications Systems and Equipment
  ................................................................. 3.9 We
  protect our intellectual property
  ..................................................................................................
  Chapter 4 The Marketplace
  ........................................................................................................
  4.1 We respect client privacy
  ...................................................................................................................
  4.2 We respect the intellectual property rights of others
  ........................................................................ 4.3
  We market and sell our products and services responsibly
  .............................................................. 4.4 We obtain
  competitive information appropriately
  ..............................................................................
  4.5 We use care in procurement and contracting
  ....................................................................................
  4.6 We do not solicit, accept, or give gifts or entertainment that might
  affect business judgment ....... 4.7 We do not offer or accept bribes,
  kickbacks, or gratuities ................................................................
  4.8 We compete fairly
  ...............................................................................................................................
  4.9 We comply with international law
  .......................................................................................................
  Chapter 5 The Community
  ...........................................................................................................
  5.1 We communicate honestly and effectively with the media ................................................................
  5.2 We support charitable giving and volunteering
  ..................................................................................
  5.3 We support involvement in the political process ................................................................................
  

  






 















	
  

  	
  Our Values Our
  core values define who we are and what we do. They form the foundation of our
  business. Honesty... Accountability... Integrity... Progressiveness...
  Community... tell the truth take responsibility for your actions do the right
  thing find a better way achieve common goals 3 

  






 















	
  

  	
  Introduction
  Chapter 1 Our Code of Conduct (the “Code”)1 is a statement of the principles
  and expectations that guide ethical conduct at our Company. The Code is not a
  contract of employment and does not give you rights of any kind. Unless
  governed by a collective bargaining agreement, employment at the Company is
  “at will,” which means that you or the Company may terminate your employment
  for any reason or no reason, with or without notice, at any time. The Code
  applies to anyone who acts on behalf of the Company or its subsidiaries,
  including employees, officers, directors, agents, consultants, temporary
  workers, and interns.2 Each of us is responsible for promoting and
  reinforcing an ethical business environment by: • Understanding and complying
  with the Code • Making ethical decisions • Reporting compliance concerns and
  suspected violations • Cooperating with internal and external investigations
  1.1 Understanding and complying with the Code • Read the entire Code • Think
  about how the Code applies to you and your job • Consider how you would
  handle ethical situations that you might face • Take the Code of Conduct
  training module and other Company compliance training as assigned • If you
  have questions, ask your supervisor or the Legal Department, or contact the
  Security and Ethics Hotline or the Security Reporting Website You are also
  required to conduct the Company’s business in accordance with applicable law
  and to comply with company policies and rules other than the Code. These
  policies and rules may be referred to in the Code or made available to you
  separately. Our policies are available on inSite under “Forms, Policies and
  Guides.” 1.2 Making ethical decisions Our Code and policies cannot address
  every workplace situation, so you will need to use your common sense and
  judgment to make ethical decisions as circumstances dictate. When faced with
  a difficult situation, use the following questions to help you make the right
  decision. 1. Is it illegal? 2. Is it inconsistent with our values, Code, or
  policies? 3. Would I feel uncomfortable describing the decision to my
  supervisor? To my family? To the media? 4. Could this decision harm the
  Company? 5. Could this decision harm other people such as our employees,
  investors, or clients? If the answer to any of these questions is “yes” or
  even “maybe,” do not make the proposed decision. If you are not sure about
  any of the answers, ask your supervisor or the Legal Department or contact
  the Securities and Ethics Hotline or the Security Reporting Website for
  guidance. You are accountable for your own conduct. You may never violate
  this Code or any policy simply because a supervisor or anyone else directs
  you to do so. If you receive such a request, you should report the matter
  immediately. 1 The Code does not describe all applicable laws or company
  policies or provide full details regarding any applicable laws or company
  policies. The Code supersedes prior versions and may be revised by the
  Company at any time. The online version of the Code (posted on inSite)
  supersedes all printed versions. 2 All references to the term “employee”
  include all of these individuals unless the context requires otherwise. Code
  Sections 2.9.2, 2.9.3, and 2.9.4 do not apply to directors who are not
  employees of SuperMedia. Instead, applicable state and federal law and the
  rules of the applicable stock exchange shall apply. Any waiver of this Code
  for executive officers or members of the Board of Directors can be made only
  by the Board of Directors or a committee thereof and must be promptly
  disclosed to the extent required by applicable law and stock exchange listing
  standards, including postings on the Company’s website or in its public filings
  with the Securities and Exchange Commission. No other waivers are permitted.
  Security and Ethics Hotline: 1-866-699-8120 Security Reporting Website:
  http://insite/dept/security/incident-report 4 

  






 















	
  

  	
  1.3 Reporting
  compliance concerns and suspected violations Each of us is responsible for
  reporting compliance concerns and suspected violations. This critical action
  can protect our Company, our investors, our employees, and our communities. •
  Report concerns and suspected violations as soon as possible so the matter
  can be addressed and the Company may mitigate the risks • We have three
  channels for reporting: the Security and Ethics Hotline, the Security
  Reporting Website (incident report), and the Legal Department • Reports will
  be kept anonymous and confidential to the extent permitted by law and our
  need to properly investigate the matter The phone number for the Security and
  Ethics Hotline is: 1-866-699-8120 The Security Reporting Website is located
  at: http://insite/dept/security/ incident-report You may also contact any
  attorney in the Legal Department. Without limiting our ability to discipline
  those who violate the Code, we absolutely prohibit retaliation for reporting
  of ethical concerns or participation in related investigations. Those who
  retaliate are subject to disciplinary action, including termination of
  employment. Honesty: “Honesty is the best policy. If I lose my honor, I lose
  myself.” William Shakespeare 

  






 















	
  

  	
  1.4 Cooperating
  with internal and external investigations You must cooperate completely in
  any investigation, including those conducted under the direction of the Legal
  Department, the Security Department, the Internal Audit Department, or our
  external auditors. This includes: • Providing full, fair, accurate, and
  timely testimony, documents, and information • Not interfering with or
  obstructing an investigation or attempting to improperly influence an
  investigator • Not disclosing or discussing an investigation with
  unauthorized persons • Not attempting to investigate a violation or potential
  violation of this Code on your own • Not destroying any records relating to
  the investigation. See Section 3.3 for more information In addition, if the
  Company is the subject of a government investigation or inquiry, you must
  ensure that all communications with the government are coordinated by the
  Legal Department: • Advise the Legal Department as soon as possible if you
  are contacted by any government agency • Provide all applicable testimony,
  documents, and information to the Legal Department for review before
  submission to the government agency 1.5 Leadership responsibilities The
  Company encourages all employees to demonstrate and promote ethical behavior
  and to ensure compliance with the Code. Those employees in leadership
  positions, including supervisors, must take on this additional responsibility
  with respect to their work groups. This responsibility includes: •
  Exemplifying ethical behavior in all actions and words • Ensuring that all
  employees understand that business results are never more important than
  ethical conduct • Ensuring that all employees understand that unethical
  conduct undermines business results and destroys business reputation •
  Providing sufficient time during work hours for employees to take compliance
  training and ensuring they complete the training • Creating an open and
  supportive environment where employees feel comfortable asking questions or
  raising ethical or compliance concerns • Identifying compliance risks and
  implementing control measures to prevent or detect violations • Requesting or
  supporting periodic compliance reviews by the Internal Audit Department and
  the Security Department • Taking prompt and consistent corrective and
  disciplinary action 1.6 Penalties for code violations Employees who violate
  the Code are subject to disciplinary action, including termination of
  employment, civil action, and/or criminal prosecution. Misconduct that may
  result in discipline includes: • Violating the Code • Requesting or causing
  others to violate the Code • Failure to promptly report a known or suspected
  violation of the Code • Failure to cooperate in a company investigation of a
  possible Code violation • Retaliation against another employee for honest and
  good — faith reporting of ethical concerns or participation in related
  investigations • Failure to demonstrate leadership and diligence to ensure
  compliance with the Code Disciplinary action depends on the circumstances,
  including the severity of the Code violation. In some cases, the Code
  specifies that a violation could or will result in termination of employment.
  These are examples only, and they do not limit the Company’s right to
  terminate an employee for other Code violations. Security and Ethics Hotline:
  1-866-699-8120 Security Reporting Website: http://insite/dept/security/incident-report
  6 

  






 















	
  

  	
  Our Employees
  Chapter 2 2.1 We cultivate a diverse workplace Diversity means embracing
  differences and cultivating an inclusive organization that reflects our
  marketplace and fosters the full potential in each of us. We believe this is
  not just the right thing to do, but it also drives business success. We are
  committed to attracting, developing and retaining a highly qualified, diverse
  and dedicated work force and complying fully with all laws providing equal
  opportunity to all persons without regard to race, color, religion, gender,
  sexual orientation, age, national origin, disability, genetic information,
  military service or status, veteran status, marital status, citizenship
  status, and any other protected category under federal, state, or local law.
  For company business, our goal is to only use facilities, sponsor events or
  maintain memberships at businesses or organizations that do not have
  exclusionary membership practices. Accountability: “Accountability breeds
  responsibility.” Stephen R. Covey 7 

  






 















	
  

  	
  2.2 We do not
  tolerate discrimination or harassment We have zero tolerance for
  discrimination, sexual harassment, and other unlawful harassment based on
  race, color, religion, gender, sexual orientation, age, national origin,
  disability, genetic information, military service or status, veteran status,
  marital status, citizenship status, or any other legally protected category
  under federal, state, or local law or harassment based on opposition to
  unlawful discrimination or participation in complaint proceedings. Harassment
  is conduct that creates an intimidating, offensive, or hostile working
  environment or that interferes with work performance that is based upon any
  of the above-described categories. This applies to all employees, including
  coworkers and supervisors, regardless of title or responsibility and to
  non-employees inside the workplace. It is impossible to list all
  circumstances that may constitute harassment. However, some examples of
  harassment include: • Racist, sexist, or ethnic comments or jokes • Offensive
  gestures • Physical contact • The display of offensive or demeaning drawings,
  objects, or posters • Unwelcome sexual advances • Requests for sexual favors
  • Verbally or physically threatening conduct • Any action or statement
  creating an intimidating, hostile, or offensive work environment 2.3 We
  maintain a safe and secure work environment 2.3.1 Violence and weapons We
  will not tolerate threatening, dangerous, or abusive behavior by employees in
  the workplace, while operating company vehicles or on company business, or by
  any persons on company property. We will not tolerate intentional damage to
  property. We will take prompt and appropriate action against offenders, up to
  and including termination and referral for criminal prosecution. Don’t bring
  weapons to work. That includes keeping a weapon in your vehicle on company
  property. You may not possess or use any weapon or any component of a weapon
  (e.g. ammunition) on company property or while conducting company business in
  any location. You must not use any tool, equipment, or other material as a
  weapon or as a component of a weapon. You must report any instance of
  threatening, dangerous, or abusive behavior (including apparent impairment by
  drugs or alcohol), or possession of weapons or components of weapons on
  company property to the Security Department. In cases of imminent danger,
  call 911 or local law enforcement first, and then contact the Security
  Department. Q. My supervisor continually criticizes my work performance. Is
  this harassment? A. No. Providing constructive feedback about your work
  performance is an important part of your supervisor’s job and is not
  harassment unless it includes other prohibited behavior. Q. I have asked my
  co-worker for a date a couple of times. Both times she has said it’s not a
  good idea. Should I give it another try? A. No. Repeated requests for a date
  can be perceived as harassment. Q. I am afraid that someone with whom I’ve
  had a romantic relationship might try to harm me while I’m at work. What
  should I do? A. If you believe that you could become the victim of domestic
  violence, you should notify the police and the Security Department of any
  person who threatens your safety at the work place or the safety of your
  fellow employees. Security and Ethics Hotline: 1-866-699-8120 Security
  Reporting Website: http://insite/dept/security/incident-report 8 

  






 















	
  

  	
  2.3.2
  Environmental health and safety You are responsible for performing your job
  in an environmentally responsible manner, for recognizing environmental
  issues, and for seeking advice on how to comply with applicable law. You must
  also cooperate with any inspections conducted by the Company or local, state,
  or federal health, safety, or environmental agencies. Report any of the
  following to the Human Resources Department: • Unsafe conditions •
  Work-related injuries, illnesses, and accidents • Environmental hazards and
  releases of hazardous substances • Failure to comply with environmental
  guidelines • Any contact from local, state, or federal health, safety, or
  environmental agencies If you are a supervisor, you have the following
  additional responsibilities: • Ensure that your team knows and follows the
  safety practices applicable to each of their jobs • Enforce all applicable regulations
  and policies • Refer all safety issues that come to your attention to the
  Human Resources Department 2.3.3 Illegal drugs and controlled substances
  While on company time, conducting company business, on company premises, or
  while operating company equipment or vehicles, you may never: • Use, be under
  the influence of, transfer, sell, manufacture, or possess illegal drugs
  (which include any controlled substances that have not been prescribed for
  you by your doctor) or drug paraphernalia • Report to work under the
  influence of any illegal drug (e.g. show any sign of having taken an illegal
  drug or drug testing demonstrates that you have used or consumed an illegal
  drug) If you are taking any medication that creates a safety risk, you must
  report this to your supervisor, and you must not operate any company
  machinery or vehicle if the medication affects your perception or
  responsiveness. 2.3.4 Alcohol You may never possess or drink alcohol, or be
  under the influence of alcohol, while at work, while conducting company
  business, or while engaging in company activities. However, you may drink
  alcohol in moderation when served at company functions authorized by a
  department vice president or higher senior executive or at external events
  where you are representing the Company. Consumption of alcohol at such events
  is completely voluntary and must never be done in a manner that would
  embarrass or harm the Company. In addition, you may never transport, possess,
  serve, or drink alcohol in a company vehicle or in any vehicle being used for
  company business in any manner that violates any law, such as an “open
  container law” or a law prohibiting alcohol in the passenger compartment of a
  car. Q. Is it okay to have an alcoholic beverage at lunchtime? A. No, because
  you might be under the influence of alcohol when you return to work. Security
  and Ethics Hotline: 1-866-699-8120 Security Reporting Website:
  http://insite/dept/security/incident-report 9 

  






 















	
  

  	
  2.4 We avoid
  unproductive and unlawful activities Gambling, solicitation, and fundraising
  that distract from work productivity, may be perceived as coercive, and may
  be unlawful. You may not do any of the following on company premises, on
  company systems, or while conducting company business: • Gamble or
  participate in games of chance (including raffles, sports pools, card games,
  or lotteries) • Collect or pool funds for the purposes of gambling or related
  activities • Solicit or distribute literature • Permit non-employees to
  solicit or distribute literature on company premises unless officially
  approved by the Human Resources Department • Raise funds for charities or
  engage in other philanthropic efforts unless officially approved by the Human
  Resources Department You may verify approved activities by contacting the Security
  and Ethics Hotline or the Security Reporting Website. 2.5 We protect personal
  information We acquire and retain personal information about our employees in
  the normal course of operations, such as for employee identification purposes
  and provision of employee benefits. You must take appropriate steps to
  protect all personal employee information, including social security numbers,
  identification numbers, and residential telephone numbers and addresses. You
  must never access, obtain, or disclose another employee’s personal
  information unless you have proper approval and are acting for legitimate
  business purposes and in accordance with applicable laws and company
  policies. See the Information Security Policy for more information. 2.6 We
  monitor employee activity as permitted by law and dictated by legitimate
  business needs In order to protect company assets, provide excellent client
  service, and ensure a safe workplace, it is sometimes necessary to monitor
  employees and company systems. As permitted by law, we may inspect, monitor,
  and record the use of all company property, vehicles, systems, and facilities
  — with or without notice — and search any and all company property at any
  time, as well as any personal property (including vehicles) on company premises
  and record and monitor any client conversations (both inbound and outbound)
  at any time with or without notice. Unless you are participating in an
  approved observation program or you have obtained approval from the Legal
  Department, you may not record or videotape another employee, client,
  supplier, competitor, or any other person, or access another employee’s
  systems, records, or equipment without that person’s knowledge and approval.
  You may verify approved activities by contacting the Security and Ethics
  Hotline or the Security Reporting Website. 2.7 We conduct ourselves with
  integrity both on and off the job Employees must avoid conduct off the job
  that could impair work performance or affect our reputation or business
  interests. You must promptly advise the Human Resources Department of any
  criminal arrest or conviction that may affect your ability to perform your
  job as well as all felony convictions. Security and Ethics Hotline:
  1-866-699-8120 Security Reporting Website: http://insite/dept/security/incident-report
  10 

  






 















	
  

  	
  2.8 We do not
  trade on or disclose insider information As an employee, you may become aware
  of material non-public information — that is, information that is not
  publicly available and that could reasonably lead a person to buy, sell, or
  hold our or another company’s securities. Examples of “material information”
  include: • Financial results or expectations for the quarter or the year •
  Financial forecasts • Changes in dividends or dividend policy • Possible
  mergers, acquisitions, joint ventures, asset purchases, asset sales, and
  other investments in companies • Changes in relationships with significant
  suppliers • Obtaining or losing important contracts • Important product
  developments • Major financing developments • Major personnel changes • Major
  litigation developments “Non-public information” means information that has
  not been effectively disclosed to the public. Examples of effective public
  disclosure include public filings with the Securities and Exchange Commission
  and company press releases. Information remains “non public” until it is
  publicly disclosed and adequate time has passed to allow the market to digest
  such information. You must never use material non-public information (even if
  you acquired it as a “tip” from others) to trade — or to advise or assist
  another person in trading — in our or any other company’s securities. This
  also prohibits you from trading in derivatives of these securities, such as
  call or put options. Trading could include shifting account balances or
  changing allotments or investment directions through company plans. There are
  extensive and complex legal rules relating to insider trading. If you are
  unsure whether information is material non-public information, you should
  consult the Legal Department before making any decision to buy or sell a
  security, or before disclosing such information. Insider trading and tipping
  is illegal and can result in severe civil or criminal penalties, including
  imprisonment. These restrictions also apply to family members and others
  living in your household. You are responsible for ensuring their compliance
  with these restrictions. The Insider Trading Policy provides additional
  information and is available on inSite under “Forms, Policies, and Guides.”
  See also Section 2.9.6 below regarding other prohibited transactions in
  securities. 2.9 We avoid conflicts of interest When you represent the
  Company, you must avoid any real or apparent conflict between your interests
  and those of the Company. You must never use company property or information
  for personal gain or take personal advantage of any opportunity that arises
  in the course of your work for the Company. Conflicts of interest may arise
  in various situations. If you have questions about a possible conflict of interest,
  contact the Legal Department for guidance. Q. A coworker told me that he
  bought a number of domain names he thinks the Company would be willing to buy
  at a premium in connection with a future product rollout. Should I report
  this? A. Yes. By purchasing the domain names, your coworker has taken
  personal advantage of a Company opportunity and has used Company information
  for personal gain. This is a serious conflict of interest in violation of the
  Code. Security and Ethics Hotline: 1-866-699-8120 Security Reporting Website:
  http://insite/dept/security/incident-report 11 

  






 















	
  

  	
  2.9.1 Close
  personal relationships You may have a real or apparent conflict of interest
  when, in your capacity as an employee of the Company, you interact with
  someone with whom you have a close personal relationship, such as: • Your
  spouse or former spouse • Family and household members • Partners and former
  partners in a business • Someone with whom you have or had a romantic
  relationship To avoid a real or apparent conflict of interest, you may not: •
  Supervise, even indirectly, someone with whom you have a close personal
  relationship • Participate in the selection process for, or supervise the
  Company’s relationship with, a company that does business with us if it
  employs someone with whom you have such a close personal relationship If you
  develop a relationship described above, you must disclose the relationship as
  soon as you become aware of it to the Security and Ethics Hotline or the
  Security Reporting Website. 2.9.2 Outside employment You may not — with or
  without compensation — be self-employed or employed by, consult with, own,
  perform services for, or aid a company or organization (including a
  charitable organization), that is a supplier or competitor of the Company, or
  in any of the same lines of business as the Company or in any line of
  business which the Company is actively seeking to enter. You may not be
  employed or perform services for any other organization if such employment or
  service conflicts with your schedule and responsibilities with the Company or
  your involvement with such organization creates any negative consequences or
  connotations for the Company. 2.9.3 Outside activities Many employees
  participate in outside organiza- tions (such as local school boards or
  homeowners’ associations). Membership in these associations can cause
  conflicts if and when you make decisions regarding the Company or our
  products. If you are a member of an outside organization, Q. I am a Media
  Consultant, but I would like to provide website development and search engine
  optimization services on a freelance basis in my spare time. Is this
  permitted? A. No. You may not provide website development or search engine
  optimization services because these services would compete with services provided
  by the Company. This is prohibited even though you do not provide these
  services as part of your job with the Company. you must remove yourself from
  discussing or voting on any matter that involves the inter- ests of the
  Company or our competitors. In addition, you must disclose this conflict to
  your outside organization without disclosing non-public company information.
  You must also disclose any potential conflict by reporting it to the Legal
  Department. You must obtain approval from the Legal Department prior to
  serving on a board or committee of a public company, or acting as a
  representative of the Company on a board or committee of any outside
  organization. Integrity: “I never had a policy; I have just tried to do my
  very best each and every day.” Abraham Lincoln 12 

  






 















	
  

  	
  2.9.4 Personal
  political interests Your personal political contributions and activities must
  be kept separate from the Company. • Contributions: If you make political
  contributions, you may not refer in any way to your employment or use company
  assets, including the Company’s name, in connection with your contributions,
  unless required to do so by law. See Section 5.3 regarding contributions of
  company funds or assets. • Appearances: If you are appearing before a
  government body or engaging in contact with a public official outside of your
  ordinary work duties regarding a business in which the Company is engaged or
  a business issue in which the Company has an interest, you should make it
  clear that you are not representing the Company, and you should report the
  matter to the Security and Ethics Hotline or the Security Reporting Website
  in advance of the appearance or contact. • Seeking Public Office: Before you
  seek any elected or accept any appointed political office, including a local
  position, such as a school board position, you must obtain approval from the
  Legal Department to ensure that no potential conflict of interest exists.
  2.9.5 Significant financial interest in clients, suppliers, or competitors A
  potential conflict of interest exists if you participate in or attempt to
  influence a decision or transaction that could provide financial gain to you
  or other persons with whom you have a close personal relationship. To ensure
  compliance, report any significant financial interest that you have, or to
  your knowledge, any person with whom you have a close personal relationship
  has, in a client, supplier, or competitor of the Company. Examples of persons
  with whom you may have a close personal relationship include: • Your spouse or
  former spouse • Family and household members • Partners and former partners
  in a business • Someone with who you have or had a romantic relationship A
  “significant financial interest” is any financial interest in a privately
  held or publicly traded company that is (a) more than one percent of a
  company’s issued and outstanding securities or ownership or other financial
  interests; and (b) in the case of an employee, exceeds 25% of the employee’s
  annual total compensation from the Company. 2.9.6 Transactions in securities
  In addition to the prohibition against insider trading discussed in Section
  2.8 above, the following transactions in securities are prohibited: •
  Investments in companies with whom you conduct business on the company’s
  behalf: If you conduct or supervise business on our behalf with another
  company, you must not invest or trade in that company’s securities or
  derivatives of those securities. If you already own stock in that company,
  you must disclose your ownership interest to the Security and Ethics Hotline
  or Security Reporting Website, and seek approval from the Legal Department
  prior to trading in that company’s securities or derivatives of those
  securities. • Benefitting from devaluation of company securities: You must
  not engage in any financial transaction that permits you to benefit from the
  devaluation of the Company’s stocks, bonds, or other securities, including
  short selling or buying “put” options on the Company’s stock. • Other
  transactions potentially affecting business judgment: You may not participate
  in financial transactions in the stock or other securities of suppliers,
  prospective suppliers, clients, or competitors of the Company if these
  transactions may influence, or appear to influence, your business judgment on
  behalf of the Company. Q. My brother owns a business and would like to
  advertise with us. May I handle this account? A. No. Even if you treat your
  brother’s account the same as other accounts, your handling of it may give
  the appearance of impropriety. Report the matter so that the account can be
  reassigned to a Media Consultant outside of your chain of command. Q. As part
  of my divorce settlement, my former spouse and I each own 50% interests in a
  small business that is worth more than ten times my annual total compensation.
  I have no involvement in the operation of the business. May I handle the
  advertising for this business? A. This is not permitted because: • You have a
  significant financial interest in the business • A person with whom you have
  a close personal relation- ship (former spouse and current business partner)
  has a significant financial interest in the business Either of these could be
  a real or apparent conflict of interest that you must report. 2.9.7 Loans
  Personal loans or advances of credit from the Company — or even assistance
  with securing a loan or advance of credit — to any executive officer are
  unlawful and strictly prohibited. Personal loans from the Company to any
  other employee are not permitted, except for draws made available to all similarly
  situated Media Consultants under compensation plans approved by the Company.
  Loans between employees who are in a direct or indirect reporting
  relationship are also not permitted. Security and Ethics Hotline:
  1-866-699-8120 Security Reporting Website: http://insite/dept/security/incident-report
  13 

  






 















	
  

  	
  Our Company
  Chapter 3 3.1 We create and maintain accurate records Accurate records are
  vital to the success of our business. You must create accurate records that
  reflect the true nature of the transactions and activities that they record.
  This includes: • Correct date • No false or misleading content • Authentic
  signature and initials • Authentic voice verification (for voice recordings)
  • No alterations to documents after they are signed and/or initialed,
  including the addition or deletion of contract terms Do not sign, initial, or
  cut and paste any other person’s signature or initials on any document for
  any reason. Forgery or fraud will result in termination of employment. We do
  not tolerate falsification or improper alteration of records. It is never
  appropriate to direct someone else to prepare or approve a false or
  misleading record, and it is no excuse to say that someone else directed you
  to make a record that you knew or had reason to suspect was false or
  misleading. It is also no excuse to create a false or misleading record for
  the purpose of convenience, including for the convenience of a client. These
  requirements apply to all company records, including: • Time, attendance, and
  absence reports • Expense reimbursement requests • Requests for company
  benefits • Advertising Agreements, copy sheets, and other contracts and forms
  • Submissions of sales • Submissions of contract cancellations • All
  financial records You must resolve discrepancies in any records within your
  control and make appropriate corrections. If you suspect or learn that
  records outside of your control are misleading or contain errors, you must
  promptly inform your supervisor, who must resolve the discrepancies and make
  appropriate corrections and/or report the matter to the Security and Ethics
  Hotline or Security Reporting Website. Even a minor error can affect the
  truthfulness of a record, so you must report all errors, regardless of their
  size or how long ago they may have occurred. 3.2 We promote transparent and
  complete disclosure We are committed to transparency in financial reporting
  to enhance investors’ understanding of our business and to facilitate
  informed investment decisions. All disclosures made in financial reports and
  public documents filed with the Securities and Exchange Commission, and other
  public communications must be full, fair, accurate, timely, and
  understandable. To ensure accurate reporting, we employ both internal and
  outside auditors. See Section 1.4 regarding cooperating with investigations.
  Q. What is a record? A. Records include information, documents, and data that
  are fixed in a medium, regardless of physical form, that are generated or
  received by the Company in connection with transacting its business, and are
  preserved for a period of time as required by law or operational needs, as
  evidence of the organization, functions, policies, decisions, procedures,
  operations, or other activities of the Company, whether maintained in
  individual offices on the Company’s premises, at home, or at any other
  offsite location, including on laptop computers, mobile devices, and any
  other device that has the capability to store such material. Records can be
  paper documents, microfilm, audiotapes, videotapes, electronic documents and
  files on work station hard drives, servers, diskettes, or compact disks,
  memoranda, correspondence, reports, word processing and spreadsheet files,
  minutes of meetings, handwritten notes, facsimile messages, e-mail messages,
  instant mail messages, electronic images, completed forms, dictation tapes,
  photographs, maps, charts, computer printouts, and drawings. Q. I am
  concerned that my department’s monthly performance report contains false
  information. I mentioned it to my supervisor two weeks ago, but he hasn’t
  done anything about it. What should I do? A. You should report those concerns
  to the Security and Ethics Hotline or the Security Reporting Website. You may
  report this information without fear of retaliation. We absolutely prohibit retaliation
  for honest and good faith reporting of ethical concerns. Q. After my client
  signed the Advertising Agreement, she called me to request an additional
  item. To save time, may I add the item to the original contract? A. No. It is
  never appropriate to alter an already- signed document. You must prepare a
  new Advertising Agreement reflecting the additional item and obtain the
  client’s signature. Q. My supervisor instructed me to wait until the next pay
  period before reporting the loss I have to take on an account. What should I
  do? A. Do not delay the reporting of the loss. It is no excuse to say that
  your supervisor directed you to make a record that you knew was false or
  misleading. You should report the matter to the Security and Ethics Hotline
  or Security Reporting Website without fear of retaliation. We absolutely
  prohibit retaliation for honest and good faith reporting of ethical concerns.
  Security and Ethics Hotline: 1-866-699-8120 Security Reporting Website:
  http://insite/dept/security/incident-report 14 

  






 















	
  

  	
  3.3 We properly
  manage and retain company records Company records must be retained according
  to applicable laws and the Records Management and Retention Policy and
  Records Retention Schedule. You may never destroy, alter, mutilate, or conceal,
  either intentionally or through inaction, any record if you have been
  directed to retain it or if you know, or reasonably believe there is a
  possibility, of any litigation, or any internal or external investigation
  concerning that record. If any person directs you to violate this policy, you
  must contact the Legal Department and use all reasonable measures to protect
  the record. 3.4 We safeguard company information Our company information is
  vital to our success, and each of us is responsible for protecting it. 3.4.1
  What to protect Company information includes: • Material non public
  information, which is information that could reasonably lead a person to buy,
  sell, or hold our or another company’s securities • Non public information
  entrusted to the company, which includes trade secrets, client information,
  company financial data, internal business performance, internal employee
  communications, and future product launches • Publicly available information
  in which we or others have intellectual property rights, such as copyrighted
  materials. For further discussion regarding intellectual property, see
  Section 3.9 below. 3.4.2 How to protect It You must safeguard non public
  company information by following company policies and procedures and
  contractual agreements for identifying, using, retaining, protecting, and
  disclosing this information. In particular, you must: • Not use non public
  company information for any purpose unrelated to the work of the company •
  Not release non public company information unless you have been designated as
  a person that is authorized to speak on behalf of the company • Not release
  non public company information to third parties unless specifically
  authorized by the Legal Department, and then only if the information is
  protected by a nondisclosure agreement in a form approved by the Legal
  Department • Only disclose non-public company information to employees who
  have demonstrated a legitimate, business — related need for the information •
  Coordinate with the Legal Department regarding the response to any subpoena
  or court order that requires the disclosure of non-public information 3.4.3
  When to protect it Your obligation not to disclose non public company
  information: • Applies to disclosures using any communications medium, including
  the Internet. See Section 3.6 regarding social media for more information •
  Continues to apply after you depart from the company. Without the Legal
  Department’s specific prior written authorization, you may never use or
  disclose non-public company information after you depart from the company.
  Further, you must not accept a job with another company if your new duties
  would cause you to use or disclose non-public company information • Continues
  to apply to information related to but not disclosed along with properly
  disclosed company information If you suspect or are aware of any improper
  disclosure of non-public company information, you must report the matter as
  soon as possible. Security and Ethics Hotline: 1-866-699-8120 Security
  Reporting Website: http://insite/dept/security/incident-report 15 

  






 















	
  

  	
  3.5 We
  communicate in a professional manner In the course of litigation or a
  governmental investigation, Company records, including all forms of
  communications — including emails, instant messages, text messages, voice
  mails, memoranda, and notes — may be obtained by third parties or the media.
  Therefore, it is critical that employees communicate in a professional
  manner, as follows: • Be clear, concise, factual, and accurate • Do not
  editorialize or speculate • Do not exaggerate or use sarcasm • Do not use
  profanity or make derogatory statements • Do not make legal conclusions
  (unless you are a company attorney) 3.6 We use social media responsibly We
  encourage responsible use of social network websites and other media to
  support and discuss our business in a professional and positive manner. Use
  of social media by our employees should always further our core values of
  honesty, integrity, and accountability. When using company-sponsored social
  media platforms or when communicating about the Company or company business
  on any social media platform, you must: • Disclose your identity (no aliases
  or pseudonyms) and your connection and role with the Company • Include a
  disclaimer in your communication that states “the views expressed in this
  communication are personal and do not necessarily reflect the view of
  SuperMedia” (unless your are acting on behalf of the Company in your official
  capacity) • Not post comments that are untruthful, disrespectful,
  inflammatory, derogatory, or offensive • Comply with the additional
  requirements in the Social Media Policy. This policy applies during working
  hours and non-working hours and at company work locations and elsewhere See
  the Social Media Policy for more information. 3.7 We protect the security of
  our operations We must secure our operations, including facilities, systems,
  and information, from sabotage and espionage. You must take all appropriate
  precautions to protect the Company's facilities, including: • Not leaving visitors
  unescorted or leaving sensitive areas unattended or unlocked • Wearing your
  identification badge when on company property (or, if appropriate, while on
  company business) and requesting identification from others on company
  property or at business meetings whom you do not recognize • Reporting all
  suspicious activity to the Security Department Communication and information
  systems are provided to employees to conduct company business and are
  valuable assets that must be protected by all employees. To protect the
  Company’s systems and information, you must: • Protect the security of any
  access name and password that you use for any company computer, network, or
  communication device • Scan all software, data files, and media acquired
  through public networks (e.g. the Internet) or from outside parties for
  malware and viruses prior to installation or use • Use only approved and
  properly licensed software in accordance with the applicable software owner's
  license agreements • Obtain proper authorization prior to acquiring,
  accessing, using, altering, disposing of, or destroying company data • Not
  leave unsecured laptops, cell phones, or confidential information unattended,
  whether at company work locations or elsewhere See the Information Security
  Policy for more information regarding required security procedures. Security
  and Ethics Hotline: 1-866-699-8120 Security Reporting Website:
  http://insite/dept/security/incident-report 16 

  






 















	
  

  	
  3.8 We use our
  assets wisely Company assets, including time, funds, supplies, equipment, and
  information, must be used for legitimate business purposes and not for
  personal financial gain. You must always protect the Company’s assets and any
  assets entrusted to your care by clients, suppliers and others, by not
  lending, selling, giving away, disposing of, or losing them, regardless of
  their condition or value, without specific authorization. 3.8.1 Company funds
  Company funds -- which include anything that has or represents financial
  value -- must be handled responsibly, honestly, and in accordance with
  applicable policies. Personal or unauthorized use of company funds is
  strictly prohibited. Corporate credit cards must be used solely for
  authorized business purposes and may not be used for personal charges. If the
  Company overpays any amount owed to you, including base salary, bonuses,
  commissions, or expense reimbursement, you must promptly notify the Company
  and repay any overpayment. 3.8.2 Company benefits Our benefit plans and
  programs are provided as compensation and must be used honestly. You must not
  misrepresent your health status, your covered members, your beneficiaries, or
  any other facts, including reasons for absence, in order to claim benefits to
  which you, or someone else, are not entitled. 3.8.3 Company communications
  systems and equipment Limited personal use of company communications systems
  and equipment, such as for personal telephone calls, e-mails, instant
  messaging, or Internet access, is permissible so long as it does not
  interfere with work responsibilities or business operations or create
  incremental costs. You may never use company communications systems or
  equipment to engage in activities that are unlawful or violate this Code or
  company policies. Examples of inappropriate uses include: • Pornographic, obscene,
  offensive, harassing, or discriminatory content • Chain letters, pyramid
  schemes, or commercial ventures • Defamatory content • Violent content •
  Religious materials or unauthorized mass distributions • Gambling or
  auction-related materials or games • Large personal files containing graphic
  or audio material • Violation of others’ intellectual property rights •
  Malicious software or instructions for compromising the Company’s security
  3.9 We protect our intellectual property Among our most valuable assets is
  intellectual property, which includes: • Copyrights in the advertising,
  directories, and websites created or acquired by the Company • Trademarks and
  service marks of our products and services • Trademarks and service marks
  that are licensed to the Company • Trade secrets • Patents protecting our
  inventions To protect our copyrighted materials, trademarks, and service
  marks (including those that are licensed to the Company): • Affix proper
  trademark, service mark, or copyright symbols • Adhere to approved corporate
  branding specifications • Do not permit suppliers, clients, or others to use
  our trademarks without a written license approved by the Legal Department •
  Refer all requests for company-sponsored endorsements or testimonials to the
  Marketing Communications Department • Contact the Legal Department to seek
  guidance or report misuse You must also protect the company’s trade secrets
  and other confidential and proprietary information. In order for Company
  trade secrets or other confidential and proprietary information to be
  disclosed to a party outside of the Company: • There must be a legitimate
  business need to know the information • The disclosure must be pursuant to a
  nondisclosure agreement drafted and/or approved the Legal Department If you develop
  an innovative and useful business method, process, or device, you must
  contact the Legal Department so that a patent application can be filed, if
  appropriate. 17 

  






 















	
  

  	
  The Marketplace
  Chapter 4 4.1 We respect client privacy We are committed to complying with
  applicable privacy laws affecting our clients. Recording or Monitoring. You
  must not — or permit others to — access, listen to, monitor, or record any
  client conversation, except when complying with a law or legal order or
  pursuant to a quality control or verification program approved by the Legal
  Department. Disclosure of Confidential Client Information. In addition to
  protecting client communications, you must also protect confidential client
  information whether obtained from the client directly or from our business
  partners. This means you must not use, access, or disclose confidential
  client information except as authorized. Confidential client information
  includes: • Personal identifying information, such as social security numbers
  • Credit card numbers • Account status and credit history • Unpublished
  advertising orders • Pricing or incentives made available to a client We may
  receive subpoenas or court orders seeking information about our clients. You
  must refer any inquiries or requests of this kind to the Legal Department.
  You must ensure that suppliers make appropriate arrangements to protect
  client privacy and identifying information. If you are aware of or even
  suspect a breach of client privacy— including a loss of a client’s personal identifying
  information — you must immediately notify the Security Department. Requests
  Not to Be Contacted. We have adopted policies to ensure that a client’s
  request not to be contacted by telephone or by e-mail is respected. See the
  Do Not Contact/Call and Do Not Contact/e-mail policies that are included in
  Sales Policy. Q. A client asked me about her competitor’s advertising plans
  for the upcoming publication cycle. What can I tell her? A. We do not
  disclose information about a client’s unpublished advertising program
  (including ad size, headings, etc.) to any other client. However, we may show
  previously published ads as an example of an effective advertising program.
  Progressiveness: “Business can be a source of progressive change.” Gerry
  Greenfield 18 

  






 















	
  

  	
  4.2 We respect
  the intellectual property rights of others We must comply with all applicable
  laws and agreements that protect the intellectual property rights of others,
  including rights associated with proprietary information, trademarks, and
  copyrighted materials. Proprietary Information. We must not request or allow
  new employees to reveal proprietary information about their previous
  employer, particularly when a nondisclosure agreement is in place. When
  dealing with clients and suppliers, we generally prefer not to receive
  proprietary information. However, if we have a legitimate need to receive
  another party’s proprietary information, we may receive it pursuant to a
  nondisclosure agreement that is approved by the Legal Department. Each
  employee who receives proprietary information from a third party pursuant to
  a nondisclosure agreement is responsible for ensuring compliance with the
  terms of the agreement. Trademarks. Before using any new trademark, service
  mark, or logo, contact the Legal Department to check its availability. In
  addition, any trademarks, service marks, or logos that we license from third
  parties (such as the telephone company brands that appear on our telephone
  directories) must be used in strict compliance with applicable branding
  agreements and brand identity guidelines. If you have any questions about
  these agreements or guidelines, contact the Marketing Department or the Legal
  Department for guidance. Copyrighted Materials. Unless you obtain the
  copyright owner’s specific prior written consent, you may not copy,
  distribute, display, perform, or modify third-party copyrighted materials. A
  work may be protected by a copyright even if there is no notice on the work.
  For example, a directory publisher generally has a copyright in the
  advertising that it creates for its clients. If a client supplies you with or
  asks you to copy artwork, photos, or text to appear in the client’s ads, ask
  the client: “Did you or your employee create the material?” If the answer is
  “No,” ask the client: “Do you have permission to use it?” If the answer to
  the second question is “No” or “I don’t know,” the material cannot be used.
  If the answer is “Yes,” the client must provide proof of permission. If the
  client wants us to make changes to the material, ask the client: “Do you have
  permission to make changes?” If the answer is “No” or “I don’t know,” the
  material cannot be changed. If the answer is “Yes,” the client must provide
  proof of permission. 4.3 We market and sell our products and services responsibly
  We promote our products and services truthfully based on the value provided
  to the client and through accurate comparisons to competitors’ products and
  services. This means that you must: • Not make inaccurate, misleading, or
  unsubstantiated claims in marketing materials or when discussing our products
  and services with clients or others • Not make false statements to induce a
  client to enter into and Advertising Agreement, including promising placement
  or position when not accurate • Use only marketing material approved by the
  Marketing Department and the Legal Department • Use only scripts approved by
  the Sales Training Department and the Legal Department • Not make inaccurate,
  misleading, or unsubstantiated comparisons to competitors’ products and services
  • Not comment on competitors’ character, financial condition, or potential
  legal or regulatory problems • Not make negative remarks about competitors
  and their products or services Q. A client wants us to publish an ad that
  looks exactly like the ad the client has in a competitor’s directory. Can we
  do this? A. No. We cannot copy an ad from another publication unless that
  publisher provides written permission to do so, signed by an officer of the
  publisher. Q. The client would still like for the ad to look similar to the
  other ad. How much of the ad do we need to change for this to be okay? A.
  There is no specific rule about how much an ad must be changed so that it
  does not constitute infringement. If the new ad is “substantially similar” to
  the original, it likely will be infringing. We should start over with a new
  ad design. Q. My clients keep telling me how our products have helped them
  grow their business. I’d like to tell prospective clients about these
  examples so that they can succeed, too. Is this okay? A. Client testimonials
  can be effective, but we only use testimonials that have been approved by the
  Marketing Department and for which we have obtained a release. Do not use any
  other testimonials because they could be misinterpreted as a guarantee of
  business success. While our marketing materials sometimes refer to usage,
  return on investment, or other statistics, this information is properly
  gathered, reviewed, validated, and documented. You must use only approved
  marketing materials and scripts. 19 

  






 















	
  

  	
  4.4 We obtain
  competitive information appropriately While it is entirely proper for
  employees to gather information about competitors, you must avoid even the
  appearance of improperly acquiring this information. You must accurately
  identify yourself and never misrepresent your identity when gathering
  competitive information. You must also ensure that any agents or consultants
  employed to obtain competitive information on the Company’s behalf also
  represent themselves accurately and follow these principles. Generally, it is
  appropriate to gather competitive information from public sources, industry
  gatherings and surveys, and benchmarking/competitive research. It is never
  appropriate to request or obtain non-public competitor information from competitors
  or former employees of competitors, who must abide by any non-disclosure or
  confidentiality agreements with their former employers It is also never
  appropriate to commit theft or espionage or breach a competitor’s non
  disclosure agreement. If you have reason to believe that competitive
  information obtained from clients or others may not be public information,
  you should consult with the Legal Department before accepting or using the
  information. 4.5 We use care in procurement and contracting You must use care
  and good judgment in selecting and maintaining relationships with all of our
  suppliers. Employees who participate in the selection of any supplier must: •
  Coordinate the procurement through the Sourcing/Contract Management
  Department and the Legal Department • Use a selection process that is fair,
  does not improperly discriminate, and complies with all Company policies and
  procedures • Ensure suppliers are apprised of their obligation to abide by
  the Company’s standards of business conduct • When the supplier or project is
  located outside the U.S., consult the Legal Department to discuss additional
  legal requirements that may apply. See Section 4.9 for further information •
  Not require a supplier to be a client in order to gain our business. See Section
  4.8 for further information All agreements that bind the Company, whether for
  the purchase or sale of products or services or otherwise, must be: • Drafted
  and/or approved by the Legal Department • Approved and executed in accordance
  with the Authority to Approve Transactions Policy This includes: • Letters of
  intent • Memoranda of understanding • Nondisclosure agreements • Statements
  of work • Any amendment or addendum to the above You may not authorize
  changes to the Company’s standard contract forms, including the Advertising
  Agreement, without the prior approval of the Legal Department in each
  instance. Security and Ethics Hotline: 1-866-699-8120 Security Reporting
  Website: http://insite/dept/security/incident-report 20 

  






 















	
  

  	
  4.6 We do not
  solicit, accept, or give gifts or entertainment that might affect business
  judgment Gifts or entertainment may promote goodwill in business
  relationships, but we must avoid gifts or entertainment that might influence,
  or appear to influence, the recipient’s ability to make objective business
  decisions. We may not accept or give gifts or entertainment if the gift or
  entertainment fits any of the following descriptions: • Solicited by the
  recipient • Excessive in value or unduly lavish • Given to or received from the
  same party on a regular or frequent basis • Gifts of cash or monetary
  equivalents, unless as part of a marketing program pre - approved by the
  Legal Department • Entertainment in an inappropriate setting (such as an
  adult entertainment venue) • Given by a bidder in a formal procurement
  process to anyone involved in or supervising that process • Given to a local,
  state, federal, or foreign governmental official • Creating the appearance of
  undue influence, unfairness, or impropriety This rule applies to gifts and
  entertainment provided or accepted by you or a member of your immediate
  family, whether company or personal resources are used. Contact the Legal
  Department if you have questions about appropriate gifts or entertainment.
  4.7 We do not offer or accept bribes, kickbacks, or gratuities It is never
  appropriate to offer or accept bribes, kickbacks, or gratuities. You should
  politely decline all gratuities (e.g., gifts of cash or monetary equivalents)
  and report any bribe or kickback offered to you to the Security and Ethics
  Hotline or Security Reporting Website. If you are unsure if a payment or gift
  is a bribe, kickback or gratuity, you should seek guidance from the Legal
  Department. It is never appropriate to offer or accept personal loans or
  guarantees (e.g., preferences or discounts not generally offered to similarly
  situated persons on similar terms) to or from our clients, suppliers, or
  competitors 4.8 We compete fairly We are committed to compliance with
  antitrust laws. If you have any questions about whether any activity falls
  into the following categories, or if you have any information about someone
  in the Company engaging in the following types of conduct, you must contact
  the Legal Department. First, the antitrust laws prohibit agreements with competitors
  that fix prices, divide markets, rig bids, or otherwise limit competition.
  Both explicit agreements and informal “understandings” or “winks and nods”
  are against the law. Violation of these laws may result in serious
  consequences for the Company and you, including criminal liability and
  imprisonment. The following activities are prohibited: • Price Fixing. You
  must not agree with a competitor on prices or set prices in concert with a
  competitor. • Market Allocation. You must not agree with a competitor to
  divide markets or engage in any communications with competitors about the
  places or clients for which they or we are competing. • Bid Rigging. You must
  not agree with a competitor or supplier to set the terms or direct the
  outcome of a bidding process. You also must not engage in any communications
  with competitors about bids. • Group Boycotts. You must not boycott a
  supplier or client as a way to make the supplier or client stop dealing with
  a rival. A group boycott — an agreement with others not to deal with another
  person or business — may violate the antitrust laws if it is used to force
  clients to pay higher prices or to hinder a rival from entering the market.
  Q. A supplier has invited me to attend a World Series game in a distant city
  and has also offered to pay for my airfare and hotel accommodations. May I
  accept this invitation? A. Tickets to and refreshments at sporting events are
  generally acceptable forms of entertainment. Although we may sometimes
  provide airfare and hotel accommodations as part of approved
  client-recognition events, we do not allow our employees to receive airfare
  or hotel accommodations in connection with entertainment. If no other
  prohibition applies, you may accept the ticket and game-related refreshments
  if you pay for your own airfare and hotel accommodations. Security and Ethics
  Hotline: 1-866-699-8120 Security Reporting Website:
  http://insite/dept/security/incident-report 21 

  






 















	
  

  	
  In addition,
  you should be careful of the following: • Joint Ventures, Teaming Arrangements,
  and Non-Competition Agreements. The antitrust laws do not prohibit all joint
  ventures or teaming arrangements. Sometimes agreements not to compete are
  permissible as part of otherwise valid business arrangements. You may not
  submit a joint bid, or negotiate a joint venture, teaming arrangement, or a
  non-compete agreement without the involvement and approval of the Legal
  Department. Second, the antitrust laws prohibit certain types of unilateral
  conduct, that is, conduct undertaken by one company alone. Violation of this
  prohibition may result in large fines and judgments. You must not engage in
  the following conduct: • Sabotage. Do not tamper with competitors’ products,
  sales materials, or other property. • False Statements. When making comparisons
  to a competitor, stick to the facts. Do not embellish, exaggerate, or
  mislead. • Setting Resale Prices. You may not try to establish the price that
  resellers or distributors charge for our products. The antitrust laws limit
  the circumstances in which some business or marketing decisions are
  permissible. Before engaging in any of the conduct described below, consult
  the Legal Department for guidance: • Exclusive Dealing. Exclusive dealing
  occurs when a company requires, as a condition of doing business, that a
  client forego dealing with competitors. • Refusals To Deal. Refusals to deal
  occur when a company declines to offer to one client a service that it makes
  available to other clients, or when a company offers a service to one client
  on more burdensome terms than it makes available to other similarly situated
  clients. • Tying. Tying occurs when a company forces a client who wants one
  product to buy a second product, as a condition of buying the desired
  product. • Reciprocal Dealing. Reciprocal dealing occurs when a company
  forces a supplier to buy something from the company as a condition for the
  company continuing its business relationship with the supplier. • Setting
  Prices Below Cost. The antitrust laws limit the circumstances in which a
  company may set prices below cost. 4.9 We comply with international law We
  are committed to following not only U.S. laws that deal with foreign business
  transactions but also with the laws of the countries where we decide to do
  business. These laws include the Foreign Corrupt Practices Act and laws
  regarding embargoes, economic sanctions, and illegal boycotts. They also
  include import and export control laws, which apply not only to products but
  also the exchange of information across national boundaries or even to foreign
  nationals within the U.S. Failure to comply with these laws could result in
  criminal and civil penalties. To ensure compliance, you must consult the
  Legal Department before: • Locating or moving a project, unit, group, or any
  business activity outside the U.S. • Obtaining services from persons or
  external suppliers located outside the U.S. • Exporting any product, service,
  or technical information (e.g. manufacturing processes, product use, or
  commercial and technical expertise, data, or software) from the U.S. or
  moving it between or among countries • Providing any product, service, or
  technical information to parties that previously have been denied an export
  license • Discussing with or displaying to foreign nationals (including
  company employees) any company technical information, equipment, or non
  public information or its application, whether in the U.S. or abroad, either
  on company or personal business • Paying, offering to pay, or authorizing the
  payment of, anything of value to or for the benefit of a foreign official •
  Providing information to third parties about our past, present, or
  prospective business relationships with foreign countries, companies, or
  nationals Q. An acquaintance who works for a competitor asked me if we were
  going to increase our prices. I refused to discuss it, but what should I do
  now? A. You must report the matter to the Legal Department, the Security and
  Ethics Hotline, or the Security Reporting Website. Tip: If you attend an
  industry association meeting or similar gathering and prohibited discussion
  (see above list) occurs, you must leave the meeting in a very conspicuous
  manner, and if minutes are being taken, insist that your departure is noted.
  Then report the matter as noted above. Security and Ethics Hotline: 1-866-699-8120
  Security Reporting Website: http://insite/dept/security/incident-report 22 

  






 















	
  

  	
  The Community
  Chapter 5 5.1 We communicate honestly and effectively with the media,
  investors, and others To ensure that communications are handled by subject
  matter experts, requests and inquiries must be referred to the authorized
  groups described below: • The Marketing Communications Department is
  responsible for contacts with the news media and inquiries about community
  relations • The Investor Relations Department handles communications related
  to the Company’s financial performance and all contacts with the financial
  community • The Legal Department handles contacts from outside attorneys and
  federal and state legislative bodies and regulatory agencies • The Human Resources
  Department handles all inquiries about current and former employees,
  including employment verification • The Security Department and the Legal
  Department respond to legal complaints, summonses, subpoenas, court orders,
  and criminal inquiries and interface with law enforcement on security
  matters, including emergency response. You must immediately forward to the
  Legal Department any legal documents served upon you Unless you receive prior
  approval from the Legal Department, you may never suggest that you are
  speaking on behalf of the Company when presenting your personal views at
  community, professional, or cultural functions, or on the Internet.
  Community: “Without a sense of caring, there can be no sense of community.”
  Anthony Burgess 

  






 















	
  

  	
  5.2 We support
  charitable giving and volunteering We consider charitable contributions to be
  an important element in our continuing effort to fulfill our corporate
  responsibility to the communities we serve. All charitable contributions must
  meet the approval and other requirements of the Philanthropic Contributions
  Policy. This includes: • Direct contributions (cash payments) • In-kind
  contributions (equipment, services, sponsored hospitality, loan of company
  facilities, etc.) • Purchases of tables as at charitable functions We
  prohibit making contributions: • In exchange for business or favorable
  treatment by businesses or government entities • For the purposes of
  personally benefiting an employee or group of employees or any other
  individual person 5.3 We support involvement in the political process
  Payments of corporate contributions on behalf of the Company, whether
  monetary or non-monetary assets, to any domestic or foreign political party,
  candidate, campaign, or public official may only be made if permitted under
  applicable laws inside and outside the U.S. and approved in advance by the
  Legal Department. Security and Ethics Hotline: 1-866-699-8120 Security
  Reporting Website: http://insite/dept/security/incident-report 24 

  






 















	
  

  	
  Notes: Security
  and Ethics Hotline: 1-866-699-8120 Security Reporting Website:
  http://insite/dept/security/incident-report 

  






 















	
  

  	
  2200 West
  Airfield Dr, TX 29 D/FW Airport, TX 75261