Exhibit 14.2
(TEKTRONIX(R) LOGO)
Enabling Innovation
(LOGO 1)
(LOGO 2)
BUSINESS PRACTICES GUIDELINES
Page 1 of 25
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 25
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 to your managers, the Chief
Compliance Officer, or EthicsPoint (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 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 25
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 Ethics &
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:
(GRAPHIC)
- 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.
ACCOUNTING CONTROLS & ILLEGAL ACTS ....................................... 6
INTERNAL CONTROLS ..................................................... 6
ACCOUNTING ACCURACY ................................................... 6
AUTHORIZATION ......................................................... 6
AUDITORS .............................................................. 6
RECORD RETENTION ...................................................... 7
EXPENSE REIMBURSEMENT & TRAVEL ........................................ 7
PRESERVING TEKTRONIX' ASSETS .......................................... 7
ILLEGAL OR IMPROPER ACTS INCLUDING FRAUD & SIMILAR IRREGULARITIES ..... 7
BUSINESS RELATIONSHIPS ................................................... 9
CUSTOMERS ............................................................. 9
SELLING TO THE GOVERNMENT ............................................. 9
ADVERTISING ........................................................... 9
SUPPLIERS ............................................................. 10
CONFLICTS OF INTEREST ................................................. 10
ENTERTAINMENT & GIFTS ................................................. 11
TRADE REGULATIONS ........................................................ 13
CUSTOMS ............................................................... 13
EXPORT CONTROL ........................................................ 13
FOREIGN CORRUPT PRACTICES ACT ......................................... 14
ANTITRUST LAWS ........................................................ 14
ANTI-BOYCOTT .......................................................... 14
Page 4 of 25
CONFIDENTIAL AND PROPRIETARY INFORMATION ................................. 15
TEKTRONIX' CONFIDENTIAL & PROPRIETARY INFORMATION ..................... 15
GATHERING COMPETITIVE INFORMATION ..................................... 15
TRADE SECRETS ......................................................... 16
EXTERNAL PATENTS, COPYRIGHTS & TRADEMARKS ............................. 16
INFORMATION SECURITY .................................................. 17
MANUFACTURING QUALITY AND SAFETY ......................................... 18
ENVIRONMENTAL HEALTH & SAFETY ......................................... 18
PRODUCT SAFETY ........................................................ 18
QUALITY ASSURANCE ..................................................... 18
EMPLOYEE RELATIONS ....................................................... 20
NON-USA EMPLOYEES ..................................................... 20
ALCOHOL AND DRUG USE .................................................. 20
ELECTRONIC COMMUNICATION POLICY ....................................... 20
EMPLOYEE DATA PRIVACY ................................................. 20
EQUAL EMPLOYMENT OPPORTUNITY & AFFIRMATIVE ACTION ..................... 20
HARASSMENT ............................................................ 21
SEXUAL HARASSMENT ..................................................... 21
REPORTING HARASSMENT .................................................. 21
RELATIONSHIPS ......................................................... 22
COMPANY AND EMPLOYEE ACTIVITIES .......................................... 23
- MEDIA & INVESTOR INQUIRIES ....................................... 23
- COMMUNITY RELATIONS .............................................. 23
- POLITICAL ACTIVITIES ............................................. 23
- LOBBYING ......................................................... 24
- TRADING IN TEKTRONIX STOCK ....................................... 24
- MATERIAL INFORMATION ............................................. 24
- DIRECTORS, OFFICERS & OTHER INSIDERS ............................. 25
- POTENTIAL LIABILITIES ............................................ 25
- PUT OR CALL OPTION ............................................... 25
- STOCK OPTION PURCHASE/ESPP ....................................... 25
- TIPPING INFORMATION TO OTHER ..................................... 25
- COMPANY ASSISTANCE ............................................... 25
Page 5 of 25
ACCOUNTING CONTROLS & ILLEGAL ACTS
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 25
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.
Tektronix' Loss of Equipment and Information Policy can be found at:
http://tekwiki.tek.com/display/infosec/Home
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
Page 7 of 25
- 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.
Page 8 of 25
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.
Customers of Tektronix will be provided accurate, timely 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 appropriate relief. In short, Tektronix is committed to ensuring
that its customers obtain full value and are dealt with fairly and
honestly.
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. 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
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 are to be marketed on the
basis of our price, quality and service. 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 not disparage the products, 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
must be fair and accurate, and must be supported by objective, verifiable
information. In addition, direct comparisons to competitor products may be
subject to governmental regulation, particularly when the comparative
advertising is directed to audiences outside of the U.S. You should review
any comparative advertising with the Law Department and the appropriate
Marketing Communications personnel. Similarly, misrepresentations made by
others regarding Tektronix products should be brought to the attention of
management.
Use of Tektronix' trademarks and trade names shall be in accordance with
the company's policies governing such use.
Advertising promotional allowances are subject to regulation under
antitrust laws, and should only be offered to Tektronix business partners
after consultation with the Law Department.
All estimates supplied to any customer or supplier, including forecasted
delivery dates, must be fair, reasonable, and supported by objective facts,
experience and the exercise of good judgment. The party 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 inaccuracies in the estimated
information.
Page 9 of 25
For more detailed information on Tektronix' advertising policies and
related laws, please visit:
http://fp-law.tek.com/law/advertising.html
See related information regarding Tektronix' Entertainment & Gifts and the
Foreign Corrupt Practices Act (FCPA) Guidelines.
SUPPLIERS
Suppliers to Tektronix will always be treated fairly and honestly. They
will receive clear instructions and timely feedback to allow them to
perform at their best. Goods and services acquired for Tektronix should be
selected based on their price, quality, suitability, delivery schedule and
service, using the highest ethical business practices in source selection,
negotiation, and administration. Purchase agreements should be in writing
and clearly identify the material terms of what we expect from the
supplier, as well as what they expect from us. Pricing must be appropriate
to the services or products provided.
Reasonable efforts should be made to carefully consider and evaluate
competing offers from other companies. The same specifications or
information and instructions will be provided to each competing supplier
for a proposed purchase.
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 the relevant business unit, as described under the Conflicts of Interest
Guideline.
A supplier's proprietary information given to Tektronix will be protected
in accordance with our agreements with them, as described under the
Gathering Competitive Information section of the Confidential Information
Guideline.
CONFLICTS OF INTEREST
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 the
relevant business unit.
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
(See additional information under Tektronix' Entertainment and
Gifts Guideline);
- 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.
Page 10 of 25
- 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 the
relevant business unit.
ENTERTAINMENT & GIFTS
(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.
Although there may be some cultural differences, 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. For example,
conferences accompanied by a meal with suppliers or customers are often
necessary and desirable. Whenever appropriate, these activities should be
on a reciprocal basis and Representatives must ensure that business and
personal integrity are strictly maintained when either accepting or paying
for any business entertainment
You must observe all applicable federal laws and regulations relating to
gifts and entertainment for public employees in the countries involved. In
addition, Tektronix' policy is to avoid even the appearance of an improper
action. Excessive entertainment or gift-giving of any kind is not
acceptable.
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 be
reported to and approved by your manager or returned.
- 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
Page 11 of 25
- 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.
- 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).
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 @tektronix.com
Page 12 of 25
TRADE REGULATIONS
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.
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.
Page 13 of 25
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_corrup
t_practices_act.html.
Any Representative acting on behalf of Tektronix 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.
ANTITRUST LAWS
In marketing and selling Tektronix products, Representatives must comply
with global antitrust laws. Tektronix supports the antitrust laws and is
committed to the philosophy of competition and free enterprise that
underlies them.
Violation of antitrust laws is a serious offense and can result in severe
criminal and civil penalties, including discharge, fines and imprisonment.
The antitrust laws generally prohibit agreements or actions in restraint of
trade. Among the activities found to be clearly anti-competitive and in
violation of the law are agreements or understandings among competitors to
fix or control prices; to boycott suppliers or customers; to allocate
product, territories, or markets; or to limit or reduce production. Such
actions must be avoided.
More information about antitrust laws and Tektronix' polices can be found
at: http://fp-law.tek.com/law/antitrust.html
ANTI-BOYCOTT
Representatives and agents shall 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 it
has regarding such a boycott; including any request it may receive to
support one. Requests may be 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.
Page 14 of 25
CONFIDENTIAL AND PROPRIETARY INFORMATION
(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.
TEKTRONIX' CONFIDENTIAL & PROPRIETARY 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. In
addition, any financial information not already published in Tektronix'
public documents is confidential. This includes, for example: orders,
sales, strategies and business unit or functional performance. See
additional information under the Material Information section of the
Trading in Tektronix Stock Guideline.
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
Non-Disclosure Agreement or "NDA" (also referred to as Confidential
Information Agreement or "CIA") and comply with the directions for its use,
including having it signed by someone with proper authority. NDAs or CIAs
offered by a third party must always be reviewed by a Tektronix attorney.
Contact the attorney responsible for NDAs/CIAs in the Law Department with
questions or if you need an outside agreement reviewed.
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, the
Controller in the organization they serve, or the Law Department.
More information about protecting Tektronix' confidential information and
the Economic Espionage Act can be found at:
http://fp-law.tek.com/law/ip/TradeSecrets.htm
GATHERING COMPETITIVE INFORMATION
Representatives may not use improper means to gather information about
competitors. Theft, illegal entry and electronic eavesdropping are
unacceptable means of searching for competitive intelligence. In addition,
Representatives may not misrepresent themselves or their situation (by
posing as a customer, for example) in order to convince another person to
release information, or engage a third party to do so. This is known a
pretexting and is illegal under the Federal Trade Commission Act.
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.
General business information about competitors, customers and vendors,
which is appropriate to obtain includes information that is: generally
accessible to the public, provided at public meeting or through government
filings, or obtained through any other publicly available source. Always
check to ensure there is no notification that the information is
proprietary, or that a confidential relationship is breached by obtaining
the information.
Tektronix' Privacy Statement is located at:
http://www.tek.com/Measurement/privacy/privacy_truste.html
Page 15 of 25
TRADE SECRETS
Under the Economic Espionage Act of 1996, 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 you have any questions about the
information, how it was obtained, or if it is confidential, you should
contact the Law Department.
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 16 of 25
INFORMATION SECURITY
Information is an asset that, like other important business assets, is
essential to Tektronix' business and must be protected. This is especially
important in the increasingly interconnected business environment, in which
information is exposed to a growing number and wider variety of threats and
vulnerabilities.
Information can exist in many forms, including, but not limited to,
information that is: written on paper, stored electronically, transmitted
by post or electronically, reflected as images (films, video, graphics,
etc.), or provided verbally. Whichever form the information takes, or means
by which it is shared or stored, it must be appropriately protected.
Information security is the protection of information from a wide range of
threats and exposures to ensure business continuity, minimize business
risk, and maximize return on investment and business opportunities.
Information security is achieved by establishing and executing controls,
including policies, processes, procedures, organizational structures, and
software and hardware functions. All Representatives are responsible for
taking proper steps to secure our information and comply with specific
controls applicable to their business and information.
Tektronix' Information Security Policies address, for example: information
access, password management and physical security. Details of these and
other Information Security policies are located at:
http://tekwiki.tek.com/display/infosec/Tektronix+Information+Security+
Policy.
Page 17 of 25
MANUFACTURING QUALITY AND 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. 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.
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.
QUALITY ASSURANCE
(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.
Page 18 of 25
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 Ethics & Compliance Office. You may also
report your concern confidentially to EthicsPoint or on the Employee Access
Line.
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
Page 19 of 25
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,
including permissible and non-permissible uses of email. Employees are
expected to be familiar with the policies established by Tektronix as it
relates to Electronic Communication and Internet Access. Improper use of
electronic communication may include, but is not limited to: personal
profit-making ventures, political activities and unauthorized destruction,
deletion or dissemination of electronic communication. Detailed policies,
including these and other examples of improper uses of electronic
communication, are located at the following link:
http://fp-hr.tek.com/hr/usa/ER_Policies/Electronic_Communications.htm
Additional information may be found under the Information Services website
at http://it-home.tek.com/
EMPLOYEE DATA PRIVACY
Tektronix is committed to respecting the privacy rights of our employees
and 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. Access to and use of employee and
information is limited to only that which is required to do your job.
Employee 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 Statement, located at:
http://www.tek.com/Measurement/privacy/privacy_truste.html
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
Page 20 of 25
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 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
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%20
and%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.
Page 21 of 25
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 Ethics &
Compliance Office or EthicsPoint, our confidential, 3rd party employee
access website or toll-free access line. (See instructions at Reporting
Violations).
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 Ethics &
Compliance Office.
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.
Page 22 of 25
COMPANY AND EMPLOYEE ACTIVITIES
MEDIA & INVESTOR INQUIRIES
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/
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
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://fp-hr.tek.com/hr/usa/ER_Policies/Tek_Foundation.htm
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
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.
Page 23 of 25
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.
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 doing business.
Tektronix' Stock Trading Policy is located at:
http://fp-law.tek.com/law/tek_stock_trading.html
- 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 that 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. Therefore, 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.
Page 24 of 25
- 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://www.tek.com/ir/business/insider_trading.html
- 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 shall not engage in any short
sales of Company stock and shall 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 stock 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.
- COMPANY ASSISTANCE
Any person who has 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. It is imperative
that Representatives use their best judgment.
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