EXHIBIT 14(ii)
(TEKTRONIX(R) LOGO)
Enabling Innovation
(LOGO 1)
(LOGO 2)
BUSINESS PRACTICES GUIDELINES
Page 1 of 31
A MESSAGE FROM RICK WILLS
For more than 60 years, Tektronix' success has been linked to the ability of our
employees to "do the right thing" for our employees, customers and shareholders
and their ability to make business decisions that support our company values. We
pride ourselves on the fact that while short-term priorities may shift, our
values remain constant, reinforcing a long-standing culture committed to the
highest standards of ethical and compliant business practices.
It takes the efforts of each of you to ensure we continue to uphold the
company's strong reputation as a trusted business partner. Often the business
choices in front of us are complex and figuring out the right thing to do can be
difficult and unclear. Tektronix Business Ethics and Compliance Program will
provide you with the training, resources and tools to help you make the best
business decisions possible.
Our success starts with your dedication to making ethical decisions. While this
program helps Tektronix meet its legal and ethical commitments, it also supports
our core value system and underlies all that we do as a company and all that we
do as individuals working together. Your relationships with customers,
shareholders, employees, and suppliers starts with your own integrity.
Your integrity. Our success. It's a simple concept yet one that is critical to
our success and one that will continue to ensure Tektronix' leadership position
as a preferred global supplier and employer.
I challenge you to make the most of this program and apply your efforts and
commitment to achieve the highest levels of integrity with each business
decision that you make.
Rick Wills
Tektronix Chairman, CEO and President
Page 2 of 31
ROLES AND RESPONSIBILITIES
The Tektronix Business Practices Guidelines (Business Practices Guidelines
or Guidelines) apply worldwide, to all of our employees, directors,
officers, contract labor, consultants, and others acting for Tektronix
("Representatives"). The ethical and legal principles contained in the
guidelines represent the very core of how Tektronix expects its
Representatives to conduct business on its behalf.
The Guidelines continue Tektronix' long-standing expectation that all
Tektronix Representatives conduct business on behalf of Tektronix morally,
ethically and in conformance with all applicable laws in all places and at
all times. No Representative may use outside agents or other indirect means
to violate or circumvent applicable laws and regulations or the business
practices outlined in these guidelines.
- ALL TEKTRONIX REPRESENTATIVES
- Be aware of the Business Practices Guidelines and always follow
them.
- Be sensitive to situations that could lead you or others to
engage in illegal, improper, or unethical actions, and avoid such
situations.
- Never act in violation of any law and never believe that breaking
the law in an attempt to help Tektronix is an indication of
loyalty.
- Take action against illegal, improper, or unethical behavior. If
necessary, report violations
(http://tek.com/ir/business/reporting_violations.html) to your
managers, the Chief Compliance Officer, or Ethicspoint at
www.ethicspoint.com (Tektronix' employee access line and
website).
- ADDITIONAL RESPONSIBILITIES OF TEKTRONIX MANAGERS
- Make a personal commitment to operate in accordance with the
uncompromising values set forth in the Tektronix Business
Practices Guidelines. Communicate this commitment to all
Tektronix Representatives under your management control.
- Be familiar with the company-wide business practices and other
standards of conduct and policies required of all
Representatives. Know the resources and processes available to
assist in the resolution of questions and concerns about
Tektronix' business practices.
- Periodically discuss ethics and business conduct issues and
review the business practices guidelines with Representatives
under your management control. Ensure that all Representatives
under your management control are aware of the guidelines,
policies and legal requirements relevant to their work.
- Maintain a work environment that encourages open communication
regarding ethics and business conduct issues and concerns.
Page 3 of 31
GUIDELINES OVERVIEW & INDEX
Tektronix' ability to live up to its commitments and ethical standards is
directly dependent on the day-to-day choices and actions of each individual
acting on behalf of Tektronix. Set forth below is our standard of ethical
conduct expected from everyone who does business in Tektronix' name. In
addition to the Guidelines, each Representative is expected to become
familiar and comply with all policies relating to their specific jobs
within the Company. We have provided links to additional information where
appropriate in the Guidelines. Please contact your manager or the Chief
Compliance Office at CHIEF-COMPLIANCE-OFFICE@TEK.COM if you need additional
clarification of the Guidelines or information regarding specific policies.
Many decisions about ethical and compliant conduct fall into a gray area.
If you have any questions about how to apply the Guidelines or related
policies, you should discuss the situation with your manager or contact the
references provided in those policies or the Guidelines. But first, when
faced with a difficult ethical issue try asking yourself the following
questions:
- Is it legal?
- Does it follow our Business Practices and other policies?
- How will the decision affect (or hurt) others (consumers,
shareholders, suppliers, partners, competitors, the community,
other employees)?
- How will the decision look to others?
- Would the decision be considered fair by those affected?
- Have all implications of the decision been fully explored?
- Would additional advice be helpful?
- How would I feel if the decision were made public? If you would
not be comfortable justifying your decision publicly, it is
probably not the right thing to do.
The following is a list of the business practices topics you will find in
these Guidelines. To access a topic, click on the underscored title listed
below.
(PEN GRAPHIC)
- ACCOUNTING CONTROLS, PROCEDURES, RECORDS & AUDITS
- ADVERTISING
- BUSINESS RELATIONSHIPS
- COMMUNITY RELATIONS
- COMPETITION
- CONFIDENTIAL & PROPRIETARY INFORMATION
- CONFLICTS OF INTEREST
- EMPLOYEE RELATIONS
- ENTERTAINMENT & GIFTS
- ENVIRONMENTAL HEALTH & SAFETY
- EXTERNAL PATENTS, COPYRIGHTS & TRADEMARKS
Page 4 of 31
(GUIDELINES OVERVIEW & INDEX CONTINUED....)
- ILLEGAL OR IMPROPER ACTS INCLUDING FRAUD & SIMILAR IRREGULARITIES
- INTERNATIONAL BUSINESS
- EXPORT CONTROL
- FOREIGN CORRUPT PRACTICES ACT
- MEDIA & INVESTOR INQUIRIES
- POLITICAL ACTIVITIES
- PRODUCT SAFETY
- QUALITY ASSURANCE
- SELLING TO THE GOVERNMENT
- TRADING IN TEKTRONIX STOCK
Page 5 of 31
ACCOUNTING CONTROLS, PROCEDURES, RECORDS AND AUDITS
- INTERNAL CONTROLS
Tektronix has established systems, controls and records for
authorizing, executing and recording transactions involving
assets and liabilities. No Tektronix Representative will engage
in any activity that circumvents Tektronix' system of internal
controls. Administrative and accounting controls will be in place
to assure that financial and other reports are accurately and
reliably prepared, and fully and fairly disclose pertinent
information.
- ACCOUNTING ACCURACY
Accuracy and reliability of Tektronix' business records is not
only mandated by law, but are critical to the company's
decision-making process and to the proper discharge of our
financial, legal and reporting obligations. All business records,
accounts and reports to government agencies and others must be
prepared with care and honesty. Representatives must provide
constituents with information that is fair, accurate, complete,
objective, relevant, timely and understandable with the
understanding that such information may be used in documents that
Tektronix files with or submits to the Securities and Exchange
Commission or other governmental agencies.
- AUTHORIZATION
All Tektronix payments and other transactions must be properly
authorized by management and accurately and completely recorded
on Tektronix' records in accordance with U.S. Generally Accepted
Accounting Principles (GAAP) and established corporate accounting
policies. Tektronix Representatives may not make any false,
incomplete, or misleading entries. No undisclosed or unrecorded
corporate funds, assets or liabilities may be established for any
purpose, nor should Tektronix funds be placed in any personal or
non-corporate account. All corporate assets must be properly
protected and asset records regularly compared with actual assets
with proper action taken to reconcile any variances. No
Representative will authorize payment knowing that any part of
the payment will be used for any purpose other than what is
described in documents supporting the payment.
Tektronix' detailed Accounting Policies & Procedures are located
at:
http://fp-finance.tek.com/finance/forms/corprefer/acctgpol.html.
- AUDITORS
Tektronix Representatives are expected to cooperate fully with
our internal and external auditors. No person will fraudulently
influence, coerce, manipulate or mislead the independent auditors
retained by Tektronix to audit or review its books, records or
financial statements. For example, if an auditor asks you a
question at a time when you are very busy and you are 80% sure of
the answer, but to be completely sure will take some additional
research, you should not "guess" at the answer. Instead, to
cooperate fully, you should tell them that you are only 80% sure
of the answer and perform the additional research if required. In
other words, you should give thorough and complete answers to all
questions.
Page 6 of 31
(ACCOUNTING CONTROLS, PROCEDURES, RECORDS AND AUDITS CONTINUED...)
- RECORD RETENTION
Tektronix' records of its transactions are important corporate
assets. All company records must be retained in accordance with
Tektronix' Record Retention Guidelines. Each business function
and entity is responsible for establishing record keeping
processes in accordance with those guidelines. For more detailed
information about Tektronix' Record Retention Guidelines, please
visit: http://fp-bldgmgmt.tek.com/bldgmgmt/archivingattektronix/
RecordRetention.htm
- EXPENSE REIMBURSEMENT & TRAVEL
Tektronix' policies provide that employees will be reimbursed for
reasonable expenses incurred when traveling on business or
performing other company business. Each Tektronix employee is
responsible for ensuring that selections for air carriers,
vehicle rentals, accommodations, expenditures for meals, etc. are
made with the goal of traveling economically and otherwise in
accordance with established travel policies. Expenses incurred by
employees in performing company business will be reimbursed
through the filing of expense reports, which must be documented
accurately and completely.
Tektronix' Global Travel Policy can be found at:
http://fp-travel.tek.com/travel/doc/GTP.pdf.
Additional travel guidelines and other recommendations for
prudent spending can be found at:
http://fp-travel.tek.com/travel/Global_Travel.htm.
- PRESERVING TEKTRONIX' ASSETS
Each Tektronix Representative is responsible for preserving
Tektronix' assets including physical assets such as facilities,
data and equipment and intangible assets such as patents,
copyrights and trade secrets. This requires that all
company-owned equipment be properly safeguarded and accounted for
and that all supplier or customer-owned equipment be treated with
the same high standards. No Representative may make improper use
of Tektronix or customer resources or permit others to do so. Use
of Tektronix property, facilities, equipment or information for
non-Tektronix purposes is permitted only with the approval of
managers having authority to permit such usage, after ensuring
that the use is in compliance with other company policies.
Page 7 of 31
ADVERTISING
Tektronix advertising must always be truthful. If specific claims are made
about Tektronix products or their performance, there must be evidence to
substantiate those claims. Tektronix products should not be labeled or
marketed in any way that might cause confusion between our products and
those of our competitors.
Tektronix' Representatives should never disparage any of the products or
services or the representatives of any of our competitors. If comparisons
of Tektronix products against those of any of our competitors are used,
such comparisons should be fair and accurate. Similarly, Representatives
should be alert to any situation where a competitor may be trying to
mislead potential customers about Tektronix or as to the origin of
products, and inform appropriate management or the Law Department in any
such case. Comparative advertising is subject to regulation particularly
outside the U.S. You should review any comparative advertising with the Law
Department and the appropriate Marketing Communications personnel, and must
be substantiated.
All use of Tektronix' trademarks and trade names should be in accordance
with the company's policies governing such use.
Advertising and like co-op promotional allowances are subject to very
detailed and technical regulation under the Robinson-Patman Act, and should
only be offered to Tektronix business partners after consultation with the
Law Department.
All estimates supplied to any customer or supplier (such as cost estimates)
must be fair and reasonable. To the extent reasonably possible, objective
facts and experience should back them up. If it is necessary to forecast
future delivery dates, such forecasts should be made in the same way as an
estimate (backed up by objective evidence to the extent reasonably possible
and based upon good faith judgment when required). When an estimate is
given, the company or individual receiving the information should always be
advised that the information is provided as an estimate and not a
commitment on the part of Tektronix and that Tektronix will not assume any
liability for inaccuracy or change in the estimated information.
Tektronix' Representatives may not use gifts, excessive entertainment, or
any other ways to improperly influence current or potential customers.
Tektronix products are to be marketed on the basis of our price, quality
and service. It is our expectation that Tektronix' business partners and
their representatives also live up to these obligations. When dealing with
representatives of non-US governments, Tektronix' Representatives should
also be familiar with the provisions of the (Foreign Corrupt Practices Act
(FCPA).
For more detailed information on Tektronix' advertising policies and
related laws, please visit: http://fp-law.tek.com/law/advertising.html
Page 8 of 31
BUSINESS RELATIONSHIPS
- CUSTOMERS
Every product or service Tektronix offers must be offered as our
best solution to meet our customers' needs and conform to
Tektronix' published specifications or with the specifications
agreed upon with the customer without exception.
Customers of Tektronix should be provided factual information
regarding prices, capabilities, and delivery schedules.
Underestimating design cycles or exaggerating benefits to obtain
business is unacceptable. If unforeseen problems arise that will
adversely affect a customer, the customer should be informed and
an attempt made to minimize the impact or provide such relief as
is appropriate. In short, Tektronix is committed to ensuring that
its customers obtain full value and are dealt with fairly and
honestly.
- SUPPLIERS
Suppliers to Tektronix should always be treated fairly and
honestly, and they should be provided clear instructions and
timely feedback. All proprietary data of the suppliers provided
to Tektronix will be protected as reflected in our agreements
with them, In turn, Tektronix expects and demands both integrity
and competence from its suppliers.
Tektronix' Representatives should select goods and services for
Tektronix on the basis of price, quality, suitability, delivery
and service. Representatives must always exercise the highest
ethical business practices in source selection, negotiation, and
administration of all purchasing activities. Purchase agreements
should be in writing and clearly identify the services or
products to be provided, the basis for earning payment, and the
applicable rate or fee. The amount of payment must be appropriate
to the services or products provided. The same specifications or
information and instructions will be provided to each competing
supplier for a proposed purchase.
Reasonable efforts should be made to carefully consider and
evaluate competing offers from other companies. Tektronix'
Representatives or any person having a close personal
relationship with a Tektronix Representative (including
affiliated entities) should not directly participate as a
business partner or vendor without prior written approval from
the Chief Compliance Officer or the VP of Human Resources (as
described under the Conflicts of Interest Guideline.
A person "having a close personal relationship" with a Tektronix
Representative means a spouse, parents, children, siblings,
mothers- and fathers-in-law, sons- and daughters-in-law,
brothers- and sisters-in-law, any person living in the same house
with the Representative, former spouses, or anyone in a close
personal relationship with that Representative, or any business
associate of the Representative, or any entity in which any of
the any of the foregoing have a substantial interest.
Page 9 of 31
COMMUNITY RELATIONS
Every year Tektronix receives hundreds of requests for contributions from
various community organizations. All such requests are forwarded to the
Tektronix Foundation for processing in accordance with the guidelines
established by the trustees of the Foundation.
Company guidelines require donations to be made only to IRS-designated
non-profit organizations, and prohibit donations to political or religious
organizations, fund-raisers or individuals. Requests from health
organizations will be referred to the local United Way office.
For more detailed information on Tektronix' community relations, please
visit: http://www.tek.com/ir/about_us/foundation.html.
Page 10 of 31
COMPETITION
- ANTITRUST LAWS
In marketing and selling Tektronix products, all Representatives
must comply with the antitrust laws. Tektronix supports the
antitrust laws and subscribes to the philosophy of competition
and free enterprise that underlies them. In addition to U.S.
laws, some of which apply to Tektronix' activities abroad, there
are foreign antitrust laws which apply to our international
activities.
Violation of applicable antitrust laws is a serious offense and
can result in severe penalties, including criminal and civil
penalties for business entities, and discharge, fines or
imprisonment for individual Representatives.
The antitrust laws generally prohibit agreements or actions in
restraint of trade. Among the activities found to be clear
violations of the law are agreements or understandings among
competitors to fix or control prices; to boycott specified
suppliers or customers; to allocate product, territories, or
markets; or to limit or reduce production. All such actions are
anti-competitive or otherwise contrary to laws that govern
competitive practices in the marketplace and must be avoided.
- ANTI-BOYCOTT
By law, Tektronix Representatives and agents may not support or
cooperate with an unsanctioned boycott of another country that is
"friendly" to the United States. The Company must report to the
U.S. government any information (about which it has knowledge) or
any request to support a boycott. Requests are often found in
letters of credit, shipping instructions, certificates of origin
and other contract-related documents. For example, a customer may
ask for our certification that the products supplied are not made
in a particular country, directly or indirectly, in whole or in
part, or words to that effect. Complying with this request is
prohibited by law and Tektronix must report this to the U.S.
Government. If you learn of a boycott of another country that is
"friendly" to the United States, contact the Legal department.
More information about antitrust laws and Tektronix' polices can
be found at:
http://fp-law.tek.com/law/antitrust.html
- GATHERING COMPETITIVE INFORMATION
Tektronix Representatives may not use improper means to gather
information about competitors. Theft, illegal entry and
electronic eavesdropping are obviously unacceptable means of
searching for competitive intelligence. In addition,
Representatives may not misrepresent themselves or their
situation in order to convince another person to release
information (by posing as a customer, for example), or engage a
third party to do so. Representatives may not offer a bribe or a
gift in exchange for competitors' information, nor solicit
confidential information from a competitor's ex-employee now
working for Tektronix. This is not a comprehensive list of
unacceptable means. Under the Economic Espionage Act, it is a
federal crime to steal or otherwise take, without authorization,
a product related trade secret of another for economic benefit
and while knowing or intending that the action will injure the
owner. The penalties for violating the law are substantial, for
both the individual and the company. The Act applies to
activities of US citizens and US companies both within and
outside the US and activities of foreign companies within the US.
You should talk with your manager before using any non-public
competitive information where there is a question about how it
was obtained. If the competitive information may involve a trade
secret, also contact the Law Department.
Page 11 of 31
CONFIDENTIAL AND PROPRIETARY INFORMATION
(PAPER GRAPHIC)
Tektronix safeguards its proprietary and other confidential information and
trade secrets, and also similarly protects comparable information obtained
from customers and suppliers. Tektronix Representatives are responsible for
protecting this information.
Proprietary information, trade secrets and other confidential information
includes information about technologies under development, future products,
marketing strategies, production or sales data, names or lists of Tektronix
employees, and information about or supplied by customers or vendors.
Tektronix Representatives should only discuss proprietary, confidential or
trade secret information internally with Tektronix Representatives who have
a need to know such information. Representatives must avoid inadvertent
disclosure in the course of social conversations and business relations
with customers, suppliers and others.
If there is a business reason to disclose or receive confidential, trade
secret or proprietary information, you should use a Tektronix Confidential
Information Agreement (CIA; also known as a "Non-Disclosure Agreement" or
"NDA") and comply with the directions for its use, including having it
signed by someone with proper authority. Confidential Information
Agreements (CIAs or NDAs) offered by a third party must always be reviewed
by a Tektronix attorney. Contact the attorney responsible for CIAs/NDAs in
the Law Department with questions or if you need an outside agreement
reviewed.
Trade secrets and Confidential Information obtained from customers and
suppliers should be carefully protected. Theft of trade secrets is now a
federal crime under the Economic Espionage Act of 1996. The penalties for
violating the law are substantial, for both the individual and the company
involved.
Each Tektronix employee is required to sign a written agreement which sets
forth more detailed limitations on disclosure of proprietary and
confidential information and trade secrets. Representatives who are unsure
of how to handle requests for confidential information, should seek
guidance from their manager, their Tektronix employee contact, or the
Controller in the organization they serve.
Tektronix' Privacy Statement is located at:
http://www.tek.com/Measurement/cgi-bin/framed.pl?Document=/Measurement
/privacy/privacy_truste.html&FrameSet=mbd
Page 12 of 31
CONFLICTS OF INTEREST
(CONFLICT GRAPHIC)
At Tektronix there is no room for a conflict of interest between a
Representative's personal affairs and company business. Tektronix
Representatives may not engage in any business activity or investment that
could prevent the Representative from impartially performing his or her
duties at Tektronix. This requires that each Representative avoid any
actual or apparent conflict of interest between personal affairs and
company business. Any time a conflict appears, or the possibility exists
that such conflict might develop, Representatives should discuss and
resolve the matter with his or her manager, the Human Resources Business
Partner assigned to support the Representative's Business unit or Corporate
Functions, the Chief Compliance Officer or the Vice President of Human
Resources.
Examples of some clear conflict of interest situations which must be
avoided are:
- Any financial interest (other than small amounts of stocks or
bonds in publicly traded companies) in any supplier, customer, or
competitor;
- Any consulting, contract, or employment relationship with any
customer, supplier, or competitor;
- Any outside business activity which is competitive with any of
Tektronix' businesses;
- The receipt of gifts, gratuities (see the policies set out in
these guidelines dealing with gifts and gratuities), or excessive
entertainment from a company with which we have business
dealings;
- Any outside activity of any type which is so substantial as to
call into question your ability to devote appropriate time and
attention to your job responsibilities with Tektronix;
- The service on any board of directors of any customer, supplier,
or competitor unless such board service has been disclosed to
Tektronix and approved by the General Counsel;
- Being in the position of supervising, reviewing, or having any
influence on the job evaluation, pay, or benefits of any relative
or person with whom you have a close personal relationship within
Tektronix; or approving, authorizing, or processing a transaction
that was prepared, approved, or initiated by such a person.
- Taking advantage of an opportunity which you learned of in the
course of your employment with Tektronix, such as acquiring
property that Tektronix may be interested in; and
- Selling anything to Tektronix or buying anything from Tektronix
(except through any normal program of disposal of surplus
Tektronix property which is offered to all employees in general).
Anything that presents a conflict for you would probably also present a
conflict if it relates to a member of your family or someone with whom you
have a close personal relationship. For example, ownership of stock in
competitors or suppliers, or receipt of gifts or entertainment by members
of your family or spouse, would likely create the same conflict of interest
as if you owned the stock or received the gift.
As a Tektronix Representative, you may not conduct business on behalf of
Tektronix with a member of your family, or a business organization in which
you or a family member has a significant financial interest, or is a
stockholder, director, officer, creditor, or proprietor.
Representatives are expected to disclose to their manager, in writing, any
potential conflict. No Representative may engage in any activity involving
a potential conflict unless they have a written, signed statement from
their manager advising the Representative that the activity does not
violate Tektronix policies. No manager may give such a statement unless
approved by the Chief Compliance Officer or the Vice President of Human
Resources.
Page 13 of 31
EMPLOYEE RELATIONS
- NON-USA EMPLOYEES
Please note that the references and web links listed in the
Employee Relations section of these Guidelines relate to USA
policy, and are provided as a guide for other countries. Please
see your local Human Resources Representative for detailed local
policies and procedures applicable to your region. In addition,
guidance has been established for several countries, which can be
found at the Regional Manager Playbooks website at:
http://fp-hr.tek.com/hr/global/playbooks/default.htm
- ALCOHOL AND DRUG USE
Tektronix intends to have a workplace where employees, contingent
workers, contractors, customers, and visitors are free from the
presence and effects of alcohol and drug abuse. For more
information please see the HR website or use the following link:
http://fp-hr.tek.com/hr/usa/ER_Policies/Substance_Abuse.htm#
alcohol
- ELECTRONIC COMMUNICATION POLICY
Tektronix has a firm policy regarding the use of the internet by
employees. Employees are expected to be familiar with the
policies established by Tektronix as it relates to Electronic
Communication and Internet Access. Detailed policies are located
under the Information Services website or at the following link:
http://fp-hr.tek.com/hr/usa/policies/online_project/
Electronic_Communication.htm
- EMPLOYEE/CUSTOMER DATA PRIVACY
Tektronix is committed to respecting the privacy rights of our
employees and customers. We have implemented a variety of
security measures to maintain the safety of this information. It
is the responsibility of every employee to respect the privacy of
fellow employees and our customers. Access to and use of employee
and customer information is limited to only that which is
required to do your job. Employee and customer information should
not be used for personal benefit or the benefit of others. Names
or list of Tektronix employees, as well as organizational charts,
shall not be distributed to anyone who does not have a legitimate
Tektronix business need for that information. For additional
guidelines about this topic, see the Tektronix privacy policy at:
http://www.tek.com/Measurement/privacy/privacy_truste.html
Page 14 of 31
(EMPLOYEE RELATIONS CONTINUED...)
- EQUAL EMPLOYMENT OPPORTUNITY & AFFIRMATIVE ACTION
Tektronix recruits, hires, trains, promotes, and makes other
employment decisions without discrimination based on race, color,
religion, sex, sexual orientation, national origin, age, physical
or mental disability (if the individual can perform the essential
functions of the position with reasonable accommodation),
pregnancy, childbirth or related medical condition, veteran's
status or any other status protected by applicable federal,
state, or local law. In the United States, Tektronix also has
affirmative action plans for minorities, females, Vietnam-era,
disabled veterans, and individuals with disabilities. For more
information please see the HR website or use the following link:
http://fp-hr.tek.com/hr/usa/ER_Policies/
Valuing_Diversity.htm#Equal%20Employment%20Opportunity
- HARASSMENT
Harassment of any person visiting or working at Tektronix, or any
Tektronix job applicant, will not be tolerated. Tektronix is
committed to providing and maintaining an environment that is
free from all forms of harassment and discrimination and treating
all individuals with dignity and respect. As a result, Tektronix
strives to maintain a workplace in which each employee can
achieve his or her full potential without being impeded by
discrimination or harassment based upon race, gender, national
origin, age, religion, sexual orientation, disability or any
other status or characteristic that is protected by applicable
law. Any employee, who engages in harassing, discriminatory or
other objectionable behavior in violation of this policy is
subject to disciplinary action up to and including include
immediate termination of employment.
- SEXUAL HARASSMENT
Like other forms of discrimination, sexual harassment is a violation
of state and federal law and is strictly prohibited. No employee or
manager of Tektronix will engage in sexually harassing conduct or
condition any term or condition of employment on submission to any
sexual conduct. Sexual harassment by or toward an employee of any
vendor, contractor, affiliate or joint venture, visitor, or customer
of Tektronix also is prohibited. Sexually harassing conduct may be
verbal, visual, or physical in nature. While sexual harassment
sometimes is difficult to define, in general all employees should be
aware that the following actions are inappropriate in the workplace:
- Sexual conduct or conversation
- Sexual advances
- Requests for sexual favors
- Other verbal or physical conduct of a sexual nature that may
be offensive or intimidating to others
- Use of sexually-oriented comments, posters, e-mails and
jokes, when they contribute to a hostile or offensive
working environment
Page 15 of 31
(EMPLOYEE RELATIONS; SEXUAL HARASSMENT CONTINUED...)
Conduct is considered sexual harassment where:
- Submission to sexual conduct is made either explicitly or
implicitly a term or condition of an individual's
employment, engagement or advancement within the
organization;
- Submission to or rejection of sexual conduct influences
employment or engagement decisions affecting the individual;
or
- Sexual conduct or language interferes with an individual's
work performance or creates an intimidating, hostile or
offensive working environment.
Please find additional details on Tektronix's harassment policy at the
following link:
http://fp-hr.tek.com/hr/usa/ER_Policies/
Valuing_Diversity.htm#Harassment%20and%20Discrimination
- REPORTING HARASSMENT
Tektronix cannot help resolve a discrimination, harassment or
retaliation problem unless we know about it. Therefore, it is
every Representative's responsibility to bring these types of
situations to management's or Human Resources' attention so that
the appropriate steps can be taken to resolve the issue. If you
believe that you or any other employee has been subjected to
discrimination, including sexual or other forms of unlawful
harassment, you should immediately notify your supervisor, Human
Resources Representative, the Chief Compliance Officer or any
other member of Tektronix management. Remember that Tektronix
takes such complaints seriously and investigates promptly so that
appropriate action can be taken to eliminate any unacceptable
conduct.
Complaints and investigative information are considered
company-confidential. While the company will conduct
investigations discreetly and strive to protect the privacy of
the individual involved, you should be aware that the company
cannot promise complete confidentiality. It is important that all
employees feel free to come forward with complaints or concerns
regarding inappropriate conduct. Retaliation against any employee
for making a complaint or for providing information concerning a
complaint is not tolerated.
If you are not comfortable speaking with your supervisor or Human
Resource Representative, please report concerns of harassment to
the Chief Compliance Office or Ethicspoint, our confidential, 3rd
party employee access website or toll-free access line. (See
instructions at Reporting Violations,
http://tek.com/ir/business/reporting_violations.html).
If you believe that your complaint or concern has not been
handled, or that you have been subjected to retaliation for
making a complaint you should follow the steps in the Dispute
Resolution Policy or contact the Chief Compliance Office
(CHIEF-COMPLIANCE-OFFICE@TEK.COM).
Page 16 of 31
(EMPLOYEE RELATIONS CONTINUED....)
- RELATIONSHIPS
While Tektronix recognizes and respects the rights of employees
to associate freely and to pursue personal relationships with
those they encounter in the work place, employees must use good
judgment to ensure that those relationships do not negatively
impact their job performance and their ability to supervise
others.
Family members (e.g. spouse, in-law, dependents, domestic
partner) or those in a close personal relationship may be
employed in the same department or work groups. However, one
family member or person in a close personal relationship may not
have supervisory responsibility, or be a part of any employment
action, over another family member or those in a close personal
relationship or be in a position that creates an actual or
perceived conflict of interest.
Employees in such relationships must inform their management or
Human Resources. Tektronix will try to work with both individuals
to resolve the conflict of interest in a mutually satisfactory
way.
For additional detailed information about employment guidelines and
procedures see "Policies, Procedures & Guidelines" section of the Human
Resources website, located at:
http://fp-hr.tek.com/hr/usa/ER_Policies/Default.htm
Page 17 of 31
ENTERTAINMENT & GIFTS
(GIFT GRAPHIC)
Tektronix Representatives may not give or accept any gift if the value of
the gift might indicate intent to improperly influence the normal business
relationship between Tektronix and any of its suppliers, customers, or
competitors. If any Tektronix Representative is given any substantial gift
or favor, the Representative must notify his or her manager and return the
gift. This does not apply to minor items commonly exchanged in business
relationships, such as mugs, t-shirts, pens and pencils, but even here,
discretion and common sense must be used in deciding whether the gift needs
to be returned.
In commercial business, the exchange of social amenities between suppliers,
customers, and Tektronix Representatives is acceptable when reasonably
based on a clear business purpose and within the bounds of good taste.
Excessive entertainment of any sort is not acceptable. Conferences
accompanied by a meal with suppliers or customers are often necessary and
desirable. Whenever appropriate, these meals should be on a reciprocal
basis. You must observe all applicable federal laws and regulations
relating to gifts and entertainment for public employees in the countries
involved. Tektronix policy is to avoid even the appearance of an improper
action.
More specifically, Tektronix's policies include the following:
- Individual gifts of nominal value (less than USD $50) are
permitted, provided they are given as a gesture of professional
friendship, do not involve a company commitment having to do with
the transaction of business, or could not be construed as
influencing business conduct.
- Cumulative annual gifts valued at over USD $100 should not be
accepted and should be reported to your manager.
- Hosted business-related entertainment (group events, conferences,
meals, etc.) may be accepted only if:
- Tektronix representatives are accompanied by the host
- Activity serves a valid business purpose (training,
relationship building, etc.)
- Activity represents ordinary and customary practice for
transaction, business relationship and local /
corporate environment
- Expenditure is reasonable and not excessive (for
example, event fee may be hosted, but travel
expenditures should be paid by Tektronix)
- Activity may not be construed as having undue influence
on business decisions
- Hosted events such as meals should be reciprocal, when
appropriate.
- In no event should a gift be accepted from a supplier or
potential supplier during, or in connection with, contract
negotiations.
- Under no circumstances may any Tektronix Representative give or
accept kickbacks in any form to or from a supplier,
subcontractor, customer, or any other party.
Page 18 of 31
(ENTERTAINMENT & GIFTS CONTINUED...)
- Presentations of a ceremonial nature in keeping with national or
cultural custom (such as Christmas/Holiday gifts, the Chinese
"Lai See" custom or the Japanese "Ochugun or Oseibo" customs) are
not encouraged. However, these gifts may be permitted as long as
what is accepted is not excessive, is not in violation of any
law, and cannot be construed as a bribe or a payoff.
- Neither the Representative nor his or her family members may
accept any discount on personal purchases that may be perceived
to be offered because of a supplier's or customer's relationship
with Tektronix, unless the same discount is available to all
Tektronix Representatives.
- Gifts to government officials outside the United States to obtain
business may violate the U.S. Foreign Corrupt Practices Act
(FCPA) which is referenced under the International Business
section of these Guidelines.
If you have any additional questions regarding the propriety of specific
situations, please contact your manager or the Chief Compliance Officer at
CHIEF-COMPLIANCE-OFFICE@TEK.COM.
Page 19 of 31
ENVIRONMENTAL HEALTH & SAFETY
(ENVIRONMENTAL HEALTH & SAFETY GRAPHIC)
Proper management of health, safety and the environment is a Tektronix
expectation and a sound business practice. It reduces Tektronix'
liabilities, saves resources, and protects the well being of our
Representatives, customers, shareholders, and the world in which we live.
Tektronix establishes and maintains sound management practices to promote
workplace health & safety and responsible interaction with the environment.
Those practices include:
- Identification, reduction, and management of the environmental
impacts of our operations.
- Identification, reduction, and management of Health and Safety
risks at our facilities.
- Development of programs to identify and ensure compliance with
applicable laws, regulations, and orders.
- Auditing and self-assessment for continual improvement.
- Employee training in proper Environmental Health & Safety
practices.
Responsibility for compliance with Tektronix' Environmental Health & Safety
policies and guidelines extends to all levels of Representatives at
Tektronix and its subsidiaries. Each Tektronix and subsidiary
Representative has the responsibility to be aware of and follow
Environmental Health & Safety policies and guidelines and the
responsibility to use sound judgment. Tektronix recognizes the importance
of providing a safe workplace and a work environment that minimizes health
risks to Representatives. Every Representative has the responsibility to
communicate with area management about possible unsafe or hazardous
conditions in the workplace, as well as incidents that result in injuries,
illness, or damage.
Failure to meet our responsibilities under the Environmental and Health &
Safety laws, regulations, and orders can have serious consequences,
including civil and criminal sanctions against Tektronix and its
Representatives and may require substantial expenditures for cleanup and
compensation. Sanctions could affect Tektronix' ability to maintain market
competitiveness and our reputation as a responsible corporate citizen.
Business partners and Tektronix Representatives are also expected to live
up to these obligations.
Additional information on Environmental, Health & Safety responsibilities
and programs is available at: http://fp-ehs.tek.com/ehs/index.htm.
Page 20 of 31
EXTERNAL PATENTS, COPYRIGHTS & TRADEMARKS
Just as Tektronix regards its patents, trade secrets, trademarks and
copyrights as valuable corporate assets, we must respect the valid
intellectual property rights of other companies and persons. Tektronix will
not knowingly infringe on others' patents, trademarks or copyrights, or
misappropriate others' trade secrets. For procedures for the proper
licensing or other permitted use of these assets please contact the IP
attorney for your business. Of particular importance to day-to-day
operations, and something that must be avoided by each Representative, is
the unauthorized copying of books, computer software or any other
copyrighted material including music, movies, and other artistic works.
Refer to the Law Department website for further guidance. Tektronix has
entered into licensing agreements that permit photocopying and electronic
copying of many magazines and articles. If you have questions about whether
a particular magazine is covered, please contact the Law Department.
All users of computer equipment at Tektronix are responsible for making
certain that the computer equipment being used does not have unauthorized
or undocumented software on a hard disk or otherwise accessible for use.
Representatives must not make, store, transmit or make available
unauthorized copies of copyrighted material using Tektronix, computers,
networks or storage media. Representatives must not use peer-to-peer file
transfer services or take other actions likely to promote or lead to
copyright infringement.
Computer software licensed by Tektronix must not be illegally copied for
personal, company, or customer use. Using illegally copied software is a
violation of federal law and carries with it the possibility of criminal
penalties. Violating a license agreement (such as making more copies than
the license permits) is wrong, and if done willfully, could expose the
Company and the violator to substantial damages, including punitive
damages.
Most commercial software marketed today is covered by copyright and by a
license agreement that must be accepted by the purchaser before the
software is put into use. (In many cases, the license may be accepted by
the act of opening the package or using the software. Such agreements are
often referred to as shrink-wrap or break-the-seal licenses.) License
agreements typically limit the use of the software to a specific computer
or a specified number of individual personal computers.
Tektronix Representatives who use a personal computer or workstation at
Tektronix may be required from time to time to sign a statement
acknowledging that knowledge of the company policy and certifying that all
computer equipment in use complies with the policy requirement. The Law
Department is available to provide specific advice regarding the company's
rights and responsibilities under the copyright law and under specific
license agreements.
Page 21 of 31
ILLEGAL OR IMPROPER ACTS INCLUDING FRAUD & SIMILAR IRREGULARITIES
Tektronix Representatives are prohibited from engaging in illegal or
improper acts. Engaging in such acts will serve as justification for
termination of employment for cause. Such acts include but are not limited
to:
- Conviction or plea of "guilty" or "no contest" to any crime
constituting a felony in the jurisdiction in which committed, any
crime involving moral turpitude (whether or not a felony), or any
violation of criminal law involving dishonesty or willful
misconduct (whether or not a felony)
- Repeated failure or refusal to perform your duties in an
acceptable manner, or to follow the lawful and proper directives
of the Board of Directors or your supervisor(s) or manager(s)
- Breach of your obligations or any action you take which results
in Tektronix' breach of its obligation under any confidentiality
agreements or provisions, or proprietary information agreements
- Failure to disclose side agreements or "understandings" with a
customer, supplier or partner that are outside the terms of the
contract
- Knowingly providing, or failing to report, false or materially
misleading information with respect to Tektronix' financial
statements or other public disclosures
- Other misconduct that has or could discredit or damage Tektronix.
Tektronix prohibits fraudulent activities. You should be cognizant of the
existence of fraud and should follow procedures concerning the recognition,
reporting and investigation of suspected fraud. Fraud includes, but is not
limited to:
- Dishonest or fraudulent acts
- Embezzlement
- Forgery or alteration of negotiable instruments such as company
checks and drafts
- Misappropriation of company, employee, customer, partner or
supplier assets
- Conversion to personal use of cash, securities, supplies or any
other company asset
- Unauthorized handling or reporting of company transactions
- Falsification of company records or financial statements for
personal or other reasons
- Consistent violations of any company policy such as travel and
entertainment
- Fraudulent submission of timesheets or expense reports
- Acceptance of offers of kickbacks from contractors, customers,
partners or suppliers.
Managers are responsible for knowing fraud exposures for their areas and
for detecting suspected wrongdoing. Each manager best knows standard
operating procedures in their area, and therefore, is most capable of
identifying a transaction that is out of the ordinary. Managers should not,
under any circumstances, attempt to cover up wrongdoing. Managers should
not conduct investigations, nor should they confront the suspected
individual or directly question strange, odd or curious transactions. If a
Representative reports wrongdoing by another Representative, partner,
supplier or customer, the Manager should direct them to immediately report
the incident as described at reporting and investigation
(http://tek.com/ir/business/reporting_violations.html).
Page 22 of 31
INTERNATIONAL BUSINESS
As a global company, Tektronix sells its products to governments and
private entities worldwide. However, United States law specifically forbids
certain practices relating to international business, of which all company
Representatives must be aware.
- CUSTOMS
Tektronix will comply with customs laws and regulations wherever
we do business. Generally, the laws require that the company make
complete and accurate statements to customs authorities about the
value, kind, and origin of goods that Tektronix imports for
manufacturing and sale. And, in many parts of the world, imported
goods must be marked with their country of origin. Tektronix must
also ensure that statements made on customs invoices to our
customers who import our products are accurate and comply with
local customs laws. It is against Tektronix policy to accommodate
requests to lower customs values or describe a product in
misleading terms. Failure to make correct statements or
mismarking imported goods can lead to fines, penalties and/or
incarceration. Further, violations can potentially affect the
ease and timeliness of the import process for Tektronix and our
customers. Any questions or possible violations relative to
customs laws should be directed to Tektronix Customs Department.
- EXPORT CONTROL
The United States prohibits, regulates and licenses the export of
many products, services and technologies to foreign countries.
These regulations extend to the release of certain Tektronix
proprietary information abroad, but also to foreign national
Representatives of Tektronix in the United States. Many of these
U.S. prohibitions and suspensions apply to Tektronix'
subsidiaries worldwide. In addition, other countries, as well as
the United Nations, may from time to time regulate exports to
certain countries.
Most foreign countries in which Tektronix does business also
maintain controls over exports of certain Tektronix products,
including certain measurement products which can be used in
military and nuclear weapons development and testing programs.
Also, the United States and many allied foreign governments have
end user controls which prohibit the export of any Tektronix
products with knowledge they are intended for: (1) foreign firms
sanctioned by the U.S.; (2) agents of foreign governments the
subject of U.S. or international trade embargoes; or (3) foreign
entities involved in nuclear, chemical, and biological weapons,
or missile programs in targeted countries. Tektronix may from
time to time prohibit transactions to specific persons, entities
or destinations as a matter of policy, regardless of other
government controls. For more detailed information, see the
Export Control Policy for more information at:
http://fp-trade.tek.com/trade/.
Tektronix Export Control maintains a list of "Red Flags", or
suspicious signs of a potential violation of export regulations.
Red Flags are indications that a violation may occur or that
circumstances don't add up (Export Enforcement describes them as
anything that causes you to think "hmmm...."). The Department of
Commerce publishes a non-exhaustive list of red flags that might
indicate a problem. Red Flags are listed on the export control
website at http://fp-trade.tek.com/trade/red_flags.html. A red
flag creates a positive obligation to ask more questions. Anyone
who touches a transaction (export or domestic sale) has
responsibility to identify and resolve red flags. A red flag does
not necessarily mean that something is wrong - it can be overcome
if further research explains the circumstance and allays
suspicions of a violation.
Page 23 of 31
(INTERNATIONAL BUSINESS CONTINUED...)
(- EXPORT CONTROL CONTINUED...)
If a Tektronix Representative sees a red flag, they must ask for
details. We may not shield ourselves from red flags by avoiding
certain information. If a Representative still has suspicions
about a customer's information, stop the business and tell
Tektronix' Export Control. Any and all questions or possible
violations relative to export controls should be directed to
Tektronix Export Control Department.
- FOREIGN CORRUPT PRACTICES ACT
The Foreign Corrupt Practices Act (FCPA) applies to Tektronix and
its majority-owned subsidiaries worldwide. The FCPA prohibits any
person acting on behalf of Tektronix from making a payment to a
foreign official to obtain or keep business. Company policy
strictly forbids these payments. The legal penalties involved may
be severe for both the individual and the Company. Tektronix'
policy and guidelines for compliance with the FCPA are set forth
in its Foreign Corrupt Practices Act Compliance Policy, located
at:
http://eurotekweb.tek.com/eurotekweb/legal/l_foreign_corrupt/
foreign_ corrupt_practices_act.html.
Any Representative acting on behalf of Tektronix in the United
States must comply with the FCPA.
There are certain other types of payments, sometimes called
"facilitating" payments, which may be required to be made in
countries outside of the United States in order to have minor
government officials perform nondiscretionary duties that they
might otherwise delay or fail to undertake. "Facilitating"
payments as described under the FCPA, are generally small and in
the nature of "tips." Such payments are permitted or expected by
local custom and generally are not treated as illegal by local
law enforcement agencies. Tektronix discourages such payments,
but recognizes they may be necessary to do business in certain
jurisdictions. If a facilitating payment falls within the limits
described above as allowed under the FCPA, is not intended for
improper purposes and has been approved by senior management, it
is permitted.
Because the status of certain types of payments may be unclear,
Representatives must review with the Law Department the nature of
any questionable payments before they are made. Representatives
are prohibited from paying any bribe, kickback or other similar
unlawful payment to any public official, or government, or other
individual, regardless of nationality, to secure any concession,
contract or favorable treatment for Tektronix or the
Representative.
Page 24 of 31
MEDIA & INVESTOR INQUIRIES
- PRESS, RADIO, TV
Tektronix values its relationships with those in the media and
will endeavor to provide full and prompt disclosure of all
material developments or events. Media relations are the
responsibility of the Corporate Communications Department. All
statements to the media or responses to inquiries from the media
shall be handled through that department.
In the event the media inquiry relates to a pending or threatened
legal matter, media communications should also be coordinated
with the Law Department.
Any Representative asked for a statement from any member of the
media should respond by explaining this policy and advising the
questioner to contact the Corporate Communications Department or
visit their website at: http://fp-corpcomm.tek.com/corpcomm/
- SHAREHOLDERS / INVESTORS
Tektronix is a publicly traded company, and the securities laws
regulate communications with Tektronix shareholders.
Communication from any shareholder or investment advisor
requesting information relating to Tektronix should be forwarded
to Tektronix' Investor Relations Department for proper handling.
Please see contact information at the following link:
http://www2.tek.com/wwwcontact/Contact.Us?pg=frameset&geo=
413&chnl=13
Page 25 of 31
POLITICAL ACTIVITIES
Tektronix encourages all employees to vote and be personally active in the
political process. The national and local laws in many countries, however,
significantly restrict use of Tektronix funds and resources in connection
with political activities. For example, United States federal laws severely
limit the use of corporate funds or resources in support of federal
elections campaigns. These U.S. laws are broadly applied and cover most
direct uses of Tektronix funds, facilities, and equipment or Representative
time. They also cover indirect political contributions, such as including a
contribution on an employee's expense account causing Tektronix to
reimburse the employee for that expense.
Because the laws regarding corporate involvement in political activity are
very complex and violation can have severe consequences, before using any
Tektronix resources (including funds, facilities, equipment or employee
work-time) in connection with any political activity (including national or
local election campaigns or government lobbying activity), the details of
the proposed use should be discussed in advance with and approved by your
manager and the Law Department.
The political process has become highly regulated. If you have any
questions about what is or is not proper you should consult with the Legal
Department before agreeing to do anything that could be construed as
involving Tektronix in any political activity at either the federal, state,
or local level, or in any foreign country. See discussion above about the
Foreign Corrupt Practices Act.
- LOBBYING
Lobbying is strictly governed by the laws of the United States
and other countries. Lobbying is generally defined as contact
with elected officials regarding legislative or regulatory issues
impacting the Company. While the specific rules vary widely, the
trend has been toward expanding significantly the definition of
who is a lobbyist, who must register as a lobbyist, and what
constitutes lobbying. In short, Tektronix is required by law to
disclose lobbying-related information in great detail. Contact
the Legal department in advance of any planned lobbying
activities on behalf of Tektronix. Further, the Legal Department
must be consulted prior to contracting with any external lobbyist
or lobbying firm.
Page 26 of 31
PRODUCT SAFETY
Tektronix intends to research, design, develop, manufacture, market and
sell products that are safe for their intended and reasonably foreseeable
uses. All Tektronix products will meet or exceed all applicable safety and
product compliance regulatory standards and requirements in every place
where they are to be marketed and sold.
This statement applies to all products whether manufactured or purchased
for resale from third parties, including supplies and accessories, and
regardless of the method of distribution by Tektronix -- direct, indirect,
sold, leased, loaned, donated or used for demonstration.
Page 27 of 31
QUALITY ASSURANCE
(100% GRAPHIC)
Tektronix is committed to developing, manufacturing, and delivering high
quality services and products, including hardware and software that meet
Tektronix' own quality standards. To ensure compliance with our quality
standards and to meet our customers requirements, Tektronix has developed
and implemented an extensive quality management system that includes
design, manufacturing, service, and support process control procedures.
No Representative may violate or circumvent either the letter or the spirit
of these procedures. You should bring to management's attention any lapse
in quality assurance or process control procedures, including testing and
inspection. If you are not satisfied with actions taken or explanations
provided, you must bring the matter to the attention of the next level of
management, or Human Resources. You may also report your concern
confidentially on the Employee Access Line.
Submitting or knowingly permitting others to submit any fraudulent
documents relating to Tektronix' products or replacement parts is
prohibited. Such acts carry potential penalties, which could result in the
criminal prosecution of Tektronix and the Representative(s) involved.
Managers must avoid placing or seeming to place pressure on Representatives
that could cause them to violate applicable regulations or acceptable
standards of conduct. Even with increased production, standards of quality
and conduct must be maintained.
Shortcuts in operations (including production and testing) must be avoided
if they violate contract terms in any respect. However, our customers
expect us to be alert for methods and processes that improve quality and
reduce the cost of operations. Any ideas related to improving quality
and/or reducing the cost of operations should be discussed with appropriate
management prior to implementing.
No Representative may violate or circumvent either the letter or the spirit
of these procedures. You should bring to management's attention any lapse
in quality assurance or process control procedures, including testing and
inspection. If you are not satisfied with actions taken or explanations
provided, you must bring the matter to the attention of the next level of
management, Human Resources or the Chief Compliance Office
(chief-compliance-office@tek.com). You may also report your concern
confidentially to Ethicspoint at www.ethicspoint.com or on the Employee
Access Line at (http://tek.com/ir/business/reporting_violations.html).
The Quality Management System (QMS) homepage, including detailed policies,
is located at: http://www2.cse.tek.com/Quality/wwqs/policies/. Tektronix'
Quality Manual can be found at:
http://jp.cse.tek.com/ematrix/edpm/ViewUnrestrictedDocument.jsp?name=
QMS-2000" target="_blank"
Page 28 of 31
SELLING TO THE GOVERNMENT
(SELLING TO THE GOVERNMENT GRAPHIC)
Tektronix carefully follows the laws and regulations that govern
acquisition of its goods and services by the U.S. or any foreign
government. Representatives involved in negotiating contracts must ensure
that all statements, communications, and representations to government
representatives are accurate and truthful.
On U.S. government cost-based contracts, properly reporting and charging
all costs to the appropriate account, regardless of status of the budget or
account, is essential. Every Representative is responsible for ensuring
that time is reported promptly and accurately with respect to such
contracts.
Tektronix has specific guidelines regarding dealings with the government
and furnishes guidelines to Representatives involved in this part of
Tektronix' business. For more information, please visit:
http://fp-law.tek.com/law/selling_to_usgov.html
Page 29 of 31
TRADING IN TEKTRONIX STOCK
It is Company policy that a Representative who has material nonpublic
information relating to Tektronix may not buy or sell securities of the
Company or engage in any other action to take advantage of that information
or pass that information on to others. Even the appearance of an improper
transaction must be avoided to preserve the Company's reputation of
adhering to the highest standards of conduct. This policy also applies to
material nonpublic information relating to any other company, including our
customers or suppliers, obtained in the course of employment. Tektronix'
Stock Trading Policy is located at:
http://fp-law.tek.com/law/tek_stock_trading.html
- COMPANY ASSISTANCE
Any person who has any questions about specific transactions may
obtain additional guidance from the Law Department. The ultimate
responsibility for adhering to the Policy Statement and avoiding
improper transactions rests with each Representative. In this
regard, it is imperative that Representatives use their best
judgment.
- MATERIAL INFORMATION
Material non-public information is any information that has not
been disclosed to the general public and that a reasonable
investor would consider important in a decision to buy, hold, or
sell stock. In short, material information is any information
which could reasonably affect the price of the stock. If a
securities transaction becomes the subject of scrutiny, it will
be viewed after-the-fact with the benefit of hindsight. As a
result, before engaging in any transaction, a Representative
should carefully consider how regulators and others might view
the transaction in hindsight.
Common examples of information that will frequently be regarded
as material are: projections of future earnings or losses, order
levels, anticipated growth rates, negotiations, discussions, and
agreements regarding significant acquisitions, orders or
strategic relationships, changes in management, significant new
products, the gain or loss of a substantial customer or supplier
and information regarding stock offerings or other financings.
Either positive or negative information may be material.
For example, if you learn in a meeting that Tektronix was
expected to post a loss for the quarter, and if that information
has not been disclosed in a press release, you cannot share this
news with friends, nor trade in Tektronix stock as the
information you overheard is considered "material". The buying or
selling of Tektronix stock after you have gained knowledge of
information that has not been publicly disclosed, would be in
violation of U.S. law.
- DIRECTORS, OFFICERS & OTHER INSIDERS
Tektronix has an Insider Trading Policy applicable to directors,
officers and other potential insiders. For more detailed
information review the policy at:
http://fp-law.tek.com/law/insider_trading.html
Page 30 of 31
(TRADING IN TEKTRONIX STOCK CONTINUED...)
- POTENTIAL LIABILITIES
Representatives may be subject to substantial criminal and civil
liability for engaging in transactions in the Company's shares at
a time when material information regarding the Company is known
to the insider but has not been disclosed to the public. In
addition, Representatives may be liable for the improper
transactions of other persons (commonly referred to as "tippees")
to whom they have disclosed material information regarding the
Company not previously disclosed to the public.
- PUT OR CALL OPTIONS
Because we believe it is improper and inappropriate for any
Representatives to engage in short-term or speculative
transactions involving Company stock and the high level of risk
of misuse of undisclosed material information about the Company,
it is the Company's policy that Representatives not engage in any
short sales of Company stock and not purchase or sell put or call
options on the Company's stock. This policy does not apply to
exercises of stock options under the Company's option plans.
- STOCK OPTION PURCHASE/ESPP
Purchases of stock upon exercise of stock options or through the
Employee Stock Purchase Plan (but not sales of the purchased
shares, and not "cashless" exercises of options) are exempt from
the rule against transacting in company stock while in possession
of material, non-public information.
- TIPPING INFORMATION TO OTHERS
Representatives are prohibited from sharing with anyone
(including family members and others living in a Representative's
household) information that could have an impact on the Company's
stock price. The above liabilities can apply, whether or not a
Representative derives any benefit from another's actions.
Page 31 of 31