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Code of Business Conduct and Ethics
Adopted April 16, 2004

Printable Version

1. Introduction
   
   This Code of Business Conduct and Ethics (the "Code") of Synplicity, Inc. (the "Company") helps ensure compliance with legal requirements and our standards of business conduct. All Company employees, directors and certain agents, contractors and consultants specified by the Company at its sole discretion ("Covered Persons") are expected to read and understand this Code, uphold these standards in day to day activities and comply with all applicable policies and procedures. Because the principles described in this Code are general in nature, you should also review all applicable policies and procedures in the Employee Handbook for more specific instruction, and contact the Director of Human Resources or Chief Financial Officer if you have any questions. Nothing in this Code, in any Company policies and procedures, or in other related communications (verbal or written) creates or implies an employment contract or term of employment. We are committed to continuously reviewing and updating our policies and procedures. Therefore, this Code is subject to modification. This Code 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 and return the form to the Director of Human Resources indicating that you have received, read, understand and agree to comply with the Code. The signed acknowledgment form will be located in your personnel file.
   
   
2. Compliance is Everyone's Business
   
   Ethical business conduct is critical to our business. As a Covered Person, your responsibility is to respect and adhere to these practices. Many of these practices reflect legal or regulatory requirements. Violations of these laws and regulations can create significant liability for you, the Company, its directors, officers and other employees.
   
   Part of your job and ethical responsibility is to comply with and help enforce this Code. You should be alert to possible violations and report them to the Director of Human Resources or the Chief Financial Officer. You must cooperate in any internal or external investigations of possible violations while complying with section III F iii below. Reprisal, threats, retribution or retaliation against any person who has in good faith reported a violation or a suspected violation of law, this Code or other Company policies, or against any person who is assisting in any investigation or process with respect to such a violation, is prohibited.
   
   Violations of law, this Code or other Company policies or procedures by Covered Persons should be reported to the Director of Human Resources or the Chief Financial Officer and can lead to disciplinary action up to and including termination.
   
   In trying to determine whether any given action is appropriate, use the following test. Imagine that the words you are using or the action you are taking is going to be fully disclosed in the media with all the details, including your photo. If you are uncomfortable with the idea of this information being made public, perhaps you should think again about your words or your course of action.
   
   In all cases, if you are unsure about the appropriateness of an event or action, please seek assistance in interpreting the requirements of these practices by contacting the Director of Human Resources or Chief Financial Officer.
   
   
3. Your Responsibilities to the Company and Its Shareholders
   
   
   1. General Standards of Conduct
      The Company expects you to exercise good judgment to ensure the safety and welfare of other Covered Persons and to maintain a cooperative, efficient, positive, harmonious and productive work environment and business organization. These standards apply while working on our premises, at offsite locations where our business is being conducted, at Company sponsored business and social events, at customer sites or at any other place where you are a representative of the Company. Covered Persons who engage in misconduct or whose performance is unsatisfactory may be subject to corrective action, up to and including termination. You should review our Employee Handbook for more detailed information.
      
      
   2. Applicable Laws
      All Covered Persons must comply with all applicable laws, regulations, rules and regulatory orders. Company employees located outside of the United States must comply with laws, regulations, rules and regulatory orders of the United States, including the Foreign Corrupt Practices Act and the U.S. Export Control Act, in addition to applicable local laws. If conflicts arise, consult the Chief Financial Officer.
      
      Each Covered Person must acquire appropriate knowledge of the requirements relating to his or her duties sufficient to enable him or her to recognize potential dangers and to know when to seek advice from the Chief Financial Officer on specific Company policies and procedures. Violations of laws, regulations, rules and orders may subject Covered Persons to individual criminal or civil liability, as well as to discipline by the Company. Such individual violations may also subject the Company to civil or criminal liability or the loss of business.
      
      
   3. Conflicts of Interest
      Each of us has a responsibility to the Company, our shareholders and each other. Although this duty does not prevent us from engaging in personal transactions and investments, it does demand that we avoid situations where a conflict of interest might occur or appear to occur. The Company is subject to scrutiny from many different individuals and organizations. We should always strive to avoid even the appearance of impropriety.
      
      A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company. Examples include:
      
      
      1. Employment/Outside Employment. Our Employee Handbook expressly prohibits any employee from accepting simultaneous employment with a Company supplier, customer, developer or competitor, or from taking part in any activity that enhances or supports a competitor's position. You are prohibited from engaging in any activity that interferes with your performance or responsibilities to the Company or is otherwise in conflict with or prejudicial to the Company. Additionally, you must disclose to the Company any interest that you have that may conflict with the business of the Company. If you have any questions on this requirement, you should contact your supervisor or the Director of Human Resources.
         
         
      2. Outside Directorships. It is a conflict of interest to serve as a director of any company that competes with the Company. Although you may serve as a director of a Company supplier, customer, developer or other business partner, our policy requires that you first obtain approval from the Company's Chief Executive Officer before accepting a directorship. Any compensation you receive should be commensurate to your responsibilities. Such approval may be conditioned upon the completion of specified actions.
         
         
      3. Business Interests. If you are considering investing in a Company customer, supplier, developer or competitor, you must first take great care to ensure that these investments do not compromise your responsibilities to the Company. Many factors should be considered in determining whether a conflict exists, including the size and nature of the investment; your ability to influence the Company's decisions; your access to confidential information of the Company or of the other company; and the nature of the relationship between the Company and the other company.
         
         
      4. Related Parties. As a general rule, you should avoid conducting Company business with a relative or significant other, or with a business in which a relative or significant other is associated in a significant role. Relatives include spouse, sister, brother, daughter, son, mother, father, grandparents, aunts, uncles, nieces, nephews, cousins, step relationships and in laws. Significant others include persons living in a spousal (including same sex) or familial fashion with an employee.
         
         If such a related party transaction is unavoidable, you must fully disclose the nature of the related party transaction to the Company's Chief Financial Officer and obtain prior approval. If determined to be material to the Company by the Chief Financial Officer, the Company's Audit Committee must review and approve in writing in advance such related party transactions. Significant related party transactions, particularly those involving the Company's directors or executive officers, must be reviewed and approved in writing in advance by the Company's Board of Directors. The Company must report all such material related party transactions under applicable accounting rules, federal securities laws, SEC rules and regulations, and securities market rules. Any dealings with a related party must be conducted in such a way that no preferential treatment is given to this business.
         
         The Employee Handbook specifies prohibition of the employment of relatives and significant others in positions or assignments within the same department and prohibits the employment of such individuals in positions that have a financial dependence or influence (e.g., an auditing or control relationship, or a supervisor/subordinate relationship). The purpose of this policy is to prevent the organizational impairment and conflicts that are a likely outcome of the employment of relatives or significant others, especially in a supervisor/subordinate relationship. If a question arises about whether a relationship is covered by this policy, the Director of Human Resources is responsible for determining whether an applicant's or transferee's acknowledged relationship is covered by this policy. The Human Resources Department shall advise all affected applicants and transferees of this policy. Willful withholding of information regarding a prohibited relationship/reporting arrangement may be subject to corrective action, up to and including termination. If a prohibited relationship exists or develops between two employees, the employee in the senior position must bring this to the attention of the Director of Human Resources. The Company will attempt to reassign one of the employees to another position for which he or she is qualified, if such a position is available. If no such position is available, then one of the employees may be required to leave the Company. If termination of one employee is deemed necessary, the employee to be terminated will be determined by mutual agreement of the affected employees. In the event that such employees are unable to reach a mutual agreement, the Company shall determine at its sole discretion which employee's employment with the Company will be terminated.
         
         
      5. Other Situations. Because other conflicts of interest may arise, it would be impractical to attempt to list all possible situations. If a proposed transaction or situation raises any questions or doubts in your mind you should consult the Chief Financial Officer.
         
         
   4. Corporate Opportunities
      Covered Persons may not exploit for their own personal gain opportunities that are discovered through the use of corporate property, information or position unless the opportunity is disclosed fully in writing to the Company's Board of Directors and the Board of Directors declines to pursue such opportunity.
      
      
   5. Reports to Regulatory Authorities
      The Company and Covered Persons must cooperate to ensure that the Company provides full, fair, accurate, timely and understandable disclosure in all reports and documents that the Company makes public or files with, or submits to, the United States Securities and Exchange Commission (SEC) or other regulatory authorities.
      
      
   6. Protecting the Company's Confidential Information
      The Company's confidential information is a valuable asset. The Company's confidential information includes product architectures; source codes; product plans and road maps; names and lists of customers, dealers and employees; and financial information. This information is the property of the Company and may be protected by patent, trademark, copyright and trade secret laws. All confidential information must be used for Company business purposes only. Every Covered Person must safeguard it. THIS RESPONSIBILITY INCLUDES NOT DISCLOSING THE COMPANY'S CONFIDENTIAL INFORMATION. This obligation extends to confidential information of third parties, which the Company has rightfully received under nondisclosure agreements. See the Company's policy dealing with Handling Confidential Information of Others set forth in Section IV.D of this Code.
      
      
      1. Proprietary Information and Invention Agreement. When you joined the Company, you signed an agreement to protect and hold confidential the Company's proprietary information. This agreement remains in effect for as long as you work for the Company and after you leave the Company. Under this agreement, you may not disclose the Company's confidential information to anyone or use it to benefit anyone other than the Company without the prior written consent of an authorized Company officer.
         
         
      2. Disclosure of Company Confidential Information. To further the Company's business, from time to time our confidential information may be disclosed to potential business partners. However, such disclosure should never be done without carefully considering its potential benefits and risks. If you determine in consultation with your manager and other appropriate Company management that disclosure of confidential information is necessary, you or your manager must then contact the Chief Financial Officer or Manager of Corporate Services to ensure that an appropriate written nondisclosure agreement is signed prior to the disclosure. The Company has standard nondisclosure agreements suitable for most disclosures. You must not sign a third party's nondisclosure agreement or accept changes to the Company's standard nondisclosure agreements without review and approval by the Chief Financial Officer. In addition, all Company materials that contain Company confidential information, including presentations, must be reviewed and approved by an officer prior to publication or use. Furthermore, any employee publication or publicly made statement that might be perceived or construed as attributable to the Company, made outside the scope of his or her employment with the Company, must be reviewed and approved in writing in advance by the Chief Financial Officer and must include the Company's standard disclaimer that the publication or statement represents the views of the specific author and not of the Company.
         
         
      3. Requests by Regulatory Authorities. The Company and Covered Persons must cooperate with appropriate government inquiries and investigations. In this context, however, it is important to protect the legal rights of the Company with respect to its confidential information. All government requests for information, documents or investigative interviews must be referred to the Company's Chief Financial Officer. No nonpublic financial information may be disclosed without the prior approval of the Chief Financial Officer.
         
         
      4. Company Spokespeople. Specific policies have been established in the Employee Handbook under "Communications Policy" regarding who may communicate information to the press and the financial analyst community. All inquiries or calls from the press and financial analysts should be referred to the Chief Financial Officer or Chief Executive Officer. The Company has designated its Chief Executive Officer and Chief Financial Officer as official Company spokespeople for financial matters. The Company has designated its specific Marketing department representative as the official Company spokesperson for marketing, technical and other such information. These designees are the only people who may communicate with the press on behalf of the Company. Further details are contained in the Employee Handbook.
         
         
   7. Obligations Under Securities Laws "Insider" Trading
      Obligations under the U.S. securities laws apply to everyone. Each employee is required to review and sign the Synplicity Insider Trading Policy and Insider Trading Compliance Program (the "Program") to acknowledge their obligations, which is incorporated by reference in this Code. In the normal course of business, Covered Persons may come into possession of significant, sensitive information. This information is the property of the Company—you have been entrusted with it. You may not profit from it by buying or selling securities yourself, or passing on the information to others to enable them to profit or for them to profit on your behalf. The purpose of the Program is both to inform you of your legal responsibilities and to make clear to you that the misuse of sensitive information is contrary to Company policy and U.S. securities laws. For more details and to determine if you are restricted from trading during trading blackout periods, you should review the Program. You can request a copy from the Chief Financial Officer.
      
      
   8. Prohibition Against Short Selling of Company Stock
      As stated in the Program, no Covered Person may, directly or indirectly, sell any equity security, including derivatives, of the Company if he or she (1) does not own the security sold, or (2) if he or she owns the security, does not deliver it against such sale (a "short sale against the box") within twenty days thereafter or does not within five days after such sale deposit it in the mail or other usual channels of transportation. Buying a derivative of the Company's securities such as a "put option" or selling a "call option" are for practical purposes the same as a short sale. No Covered Person may engage in short sales. A short sale, as defined in this Code, means any transaction whereby one may benefit from a decline in the Company's stock price. While employees who are not executive officers or directors are not prohibited by law from engaging in short sales of Company's securities, the Company has adopted as policy that employees may not do so.
      
      
   9. Use of Company's Assets
      
      
      1. General. Protecting the Company's assets is a key fiduciary responsibility of every Covered Person. Care should be taken to ensure that assets are not misappropriated, loaned to others, sold or donated without appropriate authorization. All Covered Persons are responsible for the proper use of Company assets, and must safeguard such assets against loss, damage, misuse or theft. Covered Persons who violate any aspect of this policy or who demonstrate poor judgment in the manner in which they use any Company asset may be subject to disciplinary action, up to and including termination of employment or business relationship at the Company's sole discretion. Company equipment and assets are to be used for Company business purposes only. If you have any questions regarding this policy, you should bring them to the attention of the Company's Director of Human Resources.
         
         
      2. Physical Access Control. The Company has and will continue to develop procedures covering physical access control to ensure privacy of communications, maintenance of the security of the Company communication equipment, and safeguard Company assets from theft, misuse and destruction. You are personally responsible for complying with the level of access control that has been implemented in the facility where you work on a permanent or temporary basis. You must not defeat or cause to be defeated the purpose for which the access control was implemented.
         
         
      3. Company Funds. Every Company employee is personally responsible for all Company funds over which he or she exercises control. Company agents and contractors should not be allowed to exercise unauthorized control over Company funds. Company funds must be used only for Company business purposes. Every Covered Person must take reasonable steps to ensure that the Company receives good value for Company funds spent, and must maintain accurate and timely records of each and every expenditure. Expense reports must be accurate and submitted in a timely manner. Covered Persons must not use Company funds for any personal purpose.
         
         
      4. Computers and Other Equipment. The Company strives to furnish employees with the equipment necessary to efficiently and effectively do their jobs. You must care for that equipment and to use it responsibly only for Company business purposes. If you use Company equipment at your home or off site, take precautions to protect it from theft or damage, just as if it were your own. If the Company no longer employs you, you must immediately return all Company equipment. While computers and other electronic devices are made accessible to employees to assist them to perform their jobs and to promote the Company's interests, all such computers and electronic devices, whether used entirely or partially on the Company's premises or with the aid of the Company's equipment or resources, must remain fully accessible to the Company and, to the maximum extent permitted by law, will remain the sole and exclusive property of the Company.
         
         Covered Persons should not maintain any expectation of privacy with respect to information transmitted over, received by, or stored in any electronic communications device owned, leased or operated in whole or in part by or on behalf of the Company. To the extent permitted by applicable law, the Company retains the right to gain access to any information received by, transmitted by, or stored in any such electronic communications device, by and through any Covered Person at any time, either with or without the knowledge, consent or approval by such Covered Person or third party.
         
         
      5. Software. All software used by Covered Persons to conduct Company business must be appropriately licensed. Never make or use illegal or unauthorized copies of any software, whether in the office, at home or on the road, since doing so may constitute copyright infringement and may expose you and the Company to potential civil and criminal liability. In addition, use of illegal or unauthorized copies of software may subject the Covered Person to disciplinary action, up to and including termination.
         
         
      6. Electronic Usage. The purpose of this policy is to make certain that Covered Persons utilize electronic communication devices in a legal, ethical and appropriate manner. This policy addresses the Company's responsibilities and concerns regarding the fair and proper use of all electronic communications devices within the organization, including computers, e mail, connections to the Internet, intranet and extranet and any other public or private networks, voice mail, video conferencing, facsimiles and telephones. Posting or discussing information concerning the Company's products or business on the Internet without the prior written consent of the Company's Chief Financial Officer is prohibited. Any other form of electronic communication used by Covered Persons currently or in the future is also intended to be encompassed under this policy. It is not possible to identify every standard and rule applicable to the use of electronic communications devices. Covered Persons are therefore encouraged to use sound judgment whenever using any feature of our communications systems. The complete set of policies with respect to electronic usage of the Company's assets is located in the Employee Handbook. You are expected to review, understand and follow such policies and procedures.
         
         
   10. Maintaining and Managing Records
       The purpose of this policy is to set forth and convey the Company's business and legal requirements in managing records, including all recorded information regardless of medium or characteristics. Records include paper documents, CDs, computer hard disks, email, floppy disks, microfiche, microfilm and all other media. The Company is required by local, state, federal, foreign and other applicable laws, rules and regulations to retain certain records and to follow specific guidelines in managing its records. Civil and criminal penalties for failure to comply with such guidelines can be severe for Covered Persons, and failure to comply with such guidelines may subject the Covered Person to disciplinary action, up to and including termination of employment or business relationship at the Company's sole discretion.
       
       
   11. Records on Legal Hold
       A legal hold suspends all document destruction procedures in order to preserve appropriate records under special circumstances, such as litigation or government investigations. The Company's Chief Financial Officer determines and identifies what types of Company records or documents are required to be placed under a legal hold. Every Covered Person must comply with this policy. Failure to comply with this policy may subject the Covered Person to disciplinary action, up to and including termination of employment or business relationship at the Company's sole discretion.
       
       The Company's Chief Financial Officer will notify you if a legal hold is placed on records for which you are responsible. You then must preserve and protect the necessary records in accordance with instructions from the Company's Chief Financial Officer. RECORDS OR SUPPORTING DOCUMENTS THAT HAVE BEEN PLACED UNDER A LEGAL HOLD MUST NOT BE DESTROYED, ALTERED OR MODIFIED UNDER ANY CIRCUMSTANCES. A legal hold remains effective until the Chief Financial Officer officially releases it in writing. If you are unsure whether a document has been placed under a legal hold, you should preserve and protect that document while you check with the Company's Chief Financial Officer.
       
       
   12. Payment Practices
       
       
       1. Accounting Practices. The Company's responsibilities to its shareholders and the investing public require that all transactions be fully and accurately recorded in the Company's books and records in compliance with all applicable laws. False or misleading entries, unrecorded funds or assets, or payments without appropriate supporting documentation and approval are strictly prohibited and violate Company policy and the law. Additionally, all documentation supporting a transaction should fully and accurately describe the nature of the transaction and be processed in a timely fashion.
          
          
       2. Political Contributions. The Company reserves the right to communicate its position on important issues to elected representatives and other government officials. It is the Company's policy to comply fully with all local, state, federal, foreign and other applicable laws, rules and regulations regarding political contributions. The Company's funds or assets must not be used for, or be contributed to, political campaigns or political practices under any circumstances without the prior written approval of the Company's Chief Financial Officer and if required, Board of Directors.
          
          
       3. Prohibition of Inducements. Under no circumstances may Covered Persons offer to pay, make payment, promise to pay or issue authorization to pay any money, gift, or anything of value to customers, vendors, consultants, etc. that is perceived as intended, directly or indirectly, to improperly influence any business decision, any act or failure to act, any commitment of fraud or opportunity for the commission of any fraud. Inexpensive gifts, infrequent business meals, celebratory events and entertainment, provided that they are not excessive or create an appearance of impropriety, do not violate this policy. Questions regarding whether a particular payment or gift violates this policy should be directed to the Director of Human Resources or the Chief Financial Officer.
          
          
   13. Foreign Corrupt Practices Act
       The Company requires full compliance with the Foreign Corrupt Practices Act ("FCPA") by all Covered Persons.
       
       The anti bribery and corrupt payment provisions of the FCPA make illegal any corrupt offer, payment, promise to pay or authorization to pay any money, gift or anything of value to any foreign official, or any foreign political party, candidate or official, for the purpose of: influencing any act or failure to act in the official capacity of that foreign official or party or inducing the foreign official or party to use influence to affect a decision of a foreign government or agency in order to obtain or retain business for anyone or direct business to anyone.
       
       All Covered Persons, whether located in the United States or abroad, are responsible for FCPA compliance and the procedures to ensure FCPA compliance. All managers and supervisory personnel are expected to monitor continued compliance with the FCPA to ensure compliance with the highest moral, ethical and professional standards of the Company. FCPA compliance includes the Company's policy on Maintaining and Managing Records in Section III.J of this Code.
       
       Laws in most countries outside of the United States also prohibit or restrict government officials or employees of government agencies from receiving payments, entertainment or gifts for the purpose of winning or keeping business. No contract or agreement may be made with any business in which a government official or Covered Person holds a significant interest without the prior approval of the Company's Chief Financial Officer.
       
       
   14. Export Controls
       A number of countries maintain controls on the destinations to which products or software may be exported. Some of the strictest export controls are maintained by the United States against countries that the U.S. government considers unfriendly or as supporting international terrorism. The U.S. regulations are complex and apply both to exports from the United States and to exports of products from other countries when those products contain U.S. origin components or technology. Software created in the United States is subject to these regulations even if duplicated and packaged abroad. In some circumstances, an oral presentation containing technical data made to foreign nationals in the United States may constitute a controlled export. The Chief Financial Officer can provide you with guidance on which countries are prohibited destinations for Company products or whether a proposed technical presentation to foreign nationals may require a U.S. Government license.
       
       
4. Responsibilities to Our Customers and Our Suppliers
   
   
   1. Customer Relationships
      If your job puts you in contact with any Company customers or potential customers, it is critical for you to remember that you represent the Company to the people with whom you are dealing. Act in a manner that creates value for our customers and helps to build a relationship based upon trust. The Company and its employees have provided products and services for many years and have built up significant goodwill over that time. This goodwill is one of our most important assets, and Covered Persons must act to preserve and enhance our reputation.
      
      
   2. Payments or Gifts from Others
      Under no circumstances may Covered Persons accept any offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value from customers, vendors, consultants, etc. that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any commitment of fraud, or opportunity for the commission of any fraud. Inexpensive gifts, infrequent business meals, celebratory events and entertainment, provided that they are not excessive or create an appearance of impropriety, do not violate this policy. Questions regarding whether a particular payment or gift violates this policy are to be directed to Human Resources or the Chief Financial Officer.
      
      Gifts given by the Company to suppliers or customers or received from suppliers or customers should always be appropriate to the circumstances and should never be of a kind that could create an appearance of impropriety. The nature and cost must be accurately recorded in the Company's books and records.
      
      
   3. Publications of Others
      The Company subscribes to publications that help employees do their jobs better. These include newsletters, reference works, online reference services, magazines, books and other digital and printed works. Copyright law generally protects these works, and their unauthorized copying and distribution constitute copyright infringement. You must first obtain the consent of the publisher of a publication before copying publications or significant parts of them. When in doubt about whether you may copy a publication, consult the Chief Financial Officer.
      
      
   4. Handling the Confidential Information of Others
      The Company has many kinds of business relationships with many companies and individuals. Sometimes, they will volunteer confidential information about their products or business plans to induce the Company to enter into a business relationship. At other times, we may request that a third party provide confidential information to permit the Company to evaluate a potential business relationship with that party. Whatever the situation, we must take special care to handle the confidential information of others responsibly. We handle such confidential information in accordance with our agreements with such third parties. See also the Company's policy on Maintaining and Managing Records in Section III.J of this Code.
      
      
      1. Appropriate Nondisclosure Agreements. Confidential information may take many forms. An oral presentation about a company's product development plans may contain protected trade secrets. A customer list or employee list may be a protected trade secret. A demo of an alpha version of a company's new software may contain information protected by trade secret and copyright laws.
         
         You should never accept information offered by a third party that is represented as confidential, or which appears from the context or circumstances to be confidential, unless an appropriate nondisclosure agreement has been signed with the party offering the information. THE CHIEF FINANCIAL OFFICER OR MANAGER OF CORPORATE SERVICES CAN PROVIDE NONDISCLOSURE AGREEMENTS TO FIT ANY PARTICULAR SITUATION, AND WILL COORDINATE APPROPRIATE EXECUTION OF SUCH AGREEMENTS ON BEHALF OF THE COMPANY. Even after a nondisclosure agreement is in place, you should accept only the information necessary to accomplish the purpose of receiving it, such as a decision on whether to proceed to negotiate a deal. If more detailed or extensive confidential information is offered and it is not necessary, for your immediate purposes, it should be refused.
         
         
      2. Need to Know. Once a third party's confidential information has been disclosed to the Company, we have an obligation to abide by the terms of the relevant nondisclosure agreement, limit its use to the specific purpose for which it was disclosed and disseminate it only to other Company employees with a need to know the information. Every Covered Person involved in a potential business relationship with a third party must understand and strictly observe the restrictions on the use and handling of confidential information. When in doubt, consult the Chief Financial Officer.
         
         
      3. Notes and Reports. When reviewing the confidential information of a third party under a nondisclosure agreement, it is natural to take notes or prepare reports summarizing the results of the review and, based partly on those notes or reports, to draw conclusions about the suitability of a business relationship. Notes or reports, however, can include confidential information disclosed by the other party and so should be retained only long enough to complete the evaluation of the potential business relationship. Subsequently, they should be either destroyed or turned over to the Chief Financial Officer for safekeeping or destruction. They should be treated just as any other disclosure of confidential information is treated: marked as confidential and distributed only to those the Company employees with a need to know.
         
         
      4. Competitive Information. You should never attempt to obtain a competitor's confidential information by improper means, and you should not contact a competitor regarding its confidential information. While the Company may, and does, employ former employees of competitors, we recognize and respect the obligations of those employees not to use or disclose the confidential information of their former employers.
         
         
   5. Government Relations
      It is the Company's policy to comply fully with all applicable laws and regulations governing contact and dealings with government employees and public officials, and to adhere to high ethical, moral and legal standards of business conduct. This policy includes strict compliance with all local, state, federal, foreign and other applicable laws, rules and regulations. If you have any questions concerning government relations you should contact the Company's Chief Financial Officer.
      
      
   6. Government Contracts
      It is the Company's policy to comply fully with all applicable laws and regulations that apply to government contracting. It is also necessary to strictly adhere to all terms and conditions of any contract with local, state, federal, foreign or other applicable governments. The Chief Financial Officer must review and approve all government contracts.
      
      
   7. Free and Fair Competition
      Most countries have well developed bodies of law designed to encourage and protect free and fair competition. The Company is committed to obeying both the letter and spirit of these laws. The consequences of not doing so can be severe for all of us.
      
      These laws often regulate the Company's relationships with its distributors, resellers, dealers and customers. Competition laws generally address the following areas: pricing practices (including price discrimination), discounting, terms of sale, credit terms, promotional allowances, secret rebates, exclusive dealerships or distributorships, product bundling, restrictions on carrying competing products, termination and many other practices.
      
      Competition laws also govern, usually quite strictly, relationships between the Company and its competitors. As a general rule, contacts with competitors should be limited and should avoid subjects such as prices or other terms and conditions of sale, customers and suppliers. Covered Persons may not knowingly make false or misleading statements regarding the Company's competitors or the products of its competitors, customers or suppliers. Participating with competitors in a trade association or in a standards creation body is acceptable when the association has been properly established, has a legitimate purpose and has limited its activities to that purpose. No Covered Person shall at any time or under any circumstances enter into an agreement or understanding, written or oral, express or implied, with any competitor concerning prices, discounts, other terms or conditions of sale, profits or profit margins, costs, allocation of product or geographic markets, allocation of customers, limitations on production, boycotts of customers or suppliers, or bids or the intent to bid or even discuss or exchange information on these subjects. In some cases, legitimate joint ventures with competitors may permit exceptions to these rules as may bona fide purchases from or sales to competitors on non competitive products, but the Company's Chief Financial Officer must review all such proposed ventures in advance. These prohibitions are absolute and strict observance is required. Collusion among competitors is illegal, and the consequences of a violation are severe.
      
      Although the spirit of these laws, known as "antitrust," "competition," "consumer protection" or unfair competition laws, is straightforward, their application to particular situations can be quite complex. To ensure that the Company complies fully with these laws, each of us should have a basic knowledge of them and should involve our Chief Financial Officer early on when questionable situations arise.
      
      
   8. Industrial Espionage
      It is the Company's policy to lawfully compete in the marketplace. This commitment to fairness includes respecting the rights of our competitors and abiding by all applicable laws in the course of competing. The purpose of this policy is to maintain the Company's reputation as a lawful competitor and to help ensure the integrity of the competitive marketplace. The Company expects its competitors to respect our rights to compete lawfully in the marketplace, and we must respect their rights equally. Covered Persons may not steal or unlawfully use the material, products, intellectual property or proprietary or confidential information of anyone including suppliers, customers, business partners or competitors.
      
      
5. Waivers
   Any waiver of any provision of this Code for a member of the Company's Board of Directors or an executive officer must be approved in writing by the Company's Board of Directors and promptly disclosed. Any waiver of any provision of this Code for any non-officer employee, agent or contractor must be approved in writing by the Chief Financial Officer.
   
   
6. Disciplinary Actions
   The matters covered in this Code and all Company policies are of the utmost importance to the Company, its shareholders and its business partners, and are essential to the Company's ability to conduct its business in accordance with its stated values. We expect all Covered Persons to adhere to these rules in carrying out their duties for the Company.
   
   The Company will take appropriate action against any Covered Person whose actions are found to violate these policies or any other policies of the Company. Disciplinary actions may include immediate termination of employment or business relationship at the Company's sole discretion. Where the Company has suffered a loss, it may pursue its remedies against the individuals or entities responsible. You should review the Company's policies and procedures available in the Human Resource Department.
   
   
7. Duty to Come Forward
   As part of it commitment to honest and ethical behavior, the Company requires Covered Persons to report to the Company any actual or apparent violations of law or ethical standards so that they can be investigated and dealt with appropriately. This obligation extends to any instance where one suspects, but is uncertain whether, a violation may be occurring. Failure to comply with the duty to come forward is a violation of this Code and can result in serious disciplinary action, including possible termination of employment or business relationship.
   
   The Company imposes this requirement even on persons who are not directly violating the Company's ethical and legal standards because, any time anyone fails to live up to our ethical and legal obligations, our Company can be profoundly and adversely affected. Penalties and repercussions from unlawful behavior can be devastating for our Company and the individuals involved. No one can condone such activities and, therefore, anyone aware of a violation owes a duty to the Company and himself or herself to disclose it. In addition, management is committed to addressing concerns and wants to foster openness with Covered Persons about ethical and legal issues. Thus, the Company encourages all Covered Persons to report wrongdoing and to ask questions if they have any concerns about compliance with law or this Code.
   
   
   1. Knowing What Issues to Raise and When
      Bring to management's attention any instance in which you are aware of unlawful conduct or conduct that violates the standards described in this Code. Also, raise with management any concern you may have whether proper procedures are being followed, even though you are not certain whether legal or ethical standards are being violated. It is also important to let management know whenever you believe adequate resources or training are not being provided so as to enable Covered Persons to comply with legal standards applicable to the Company. Raise questions promptly so that the issues can be dealt with early.
      
      
   2. Procedures for Raising Issues
      Complete details on the Company's policy of anonymous reporting of questionable financial practices and illegal activities is available in the Employee Handbook and on Intrasyn, the Company's intranet. Alternatively, you should take issues to your immediate supervisor, if applicable. You may also satisfy your obligation to bring issues forward by speaking with:
      
      
      • the Director of Human Resources;
      • the Chief Financial Officer of the Company; or
      • any other person designated for this purpose by the Company.
        
        
   3. Promise of Non-retaliation A Covered Person will not suffer retaliation by the Company as a consequence of coming forward under this Code. Although coming forward will not immunize you from the consequences of misconduct, the action of coming forward will be protected.
      
      
   4. Investigation of Complaints Every inquiry and complaint made will be taken seriously. In the event an alleged violation of the Code is reported, the Director of Human Resources, the Chief Financial Officer or any other designee by the Company will determine, or designate appropriate persons to determine, whether there is an actual violation and if so, the appropriate actions to be taken. Each will be fully investigated on the merits and objectively, and the person making the inquiry or complaint will be provided general information about its resolution.
      
      
   
   
   
8. Acknowledgment of Receipt of Code of Business Conduct and Ethics
   I have received and read the Company's Code of Business Conduct and Ethics. I understand the standards and policies contained in the Code of Business Conduct and Ethics and understand that there may be additional policies or laws specific to my job. I further agree to comply with the Code of Business Conduct and Ethics.
   
   If I have questions concerning the meaning or application of the Code of Business Conduct and Ethics, any Company policies, or the legal and regulatory requirements applicable to my job, I know I can consult my manager, the Director of Human Resources or the Chief Financial Officer, knowing that my questions or reports to these sources will be maintained in confidence.
   
   

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