EXHIBIT 14.1
PERSISTENCE SOFTWARE, INC.
CODE OF ETHICS
1. COMPLIANCE WITH APPLICABLE LAWS
All employees, officers and directors of the Company should comply with
all of the laws, rules and regulations of the U.S. and other countries, and the
states, counties, cities and other jurisdictions, applicable to the Company or
its business.
This Code of Ethics does not summarize all laws, rules and regulations
applicable to the Company and its employees, officers and directors. Please
consult Heller Ehrman White & McAuliffe LLP, the Company's outside counsel, and
the various guidelines which the Company has prepared on specific laws, rules
and regulations, including insider trading policies and the Company's employee
handbook.
The Company has designated the Vice President of Human Resources as
Compliance Officer to administer this Code. Employees, offices or directors may,
at their discretion, make any report or complaint provided for in this Code to
the Compliance Officer. The Compliance Officer will refer complaints submitted,
as appropriate, to the Board of Directors or an appropriate Committee of the
Board.
2. CONFLICTS OF INTEREST
All employees, officers and directors of the Company should strive to
avoid a conflict of interest with regard to the Company's interests. A "conflict
of interest" may exist whenever an individual's private interests conflict in
any way (or even appear to conflict) with the interests of the Company. A
conflict situation can arise when an employee, officer or director takes actions
or has interests that may make it difficult to perform his or her Company work
objectively. Conflicts of interest may also arise when an employee, officer or
director, or a member of his or her family, receives improper personal benefits
as a result of his or her position in the Company, whether received from the
Company or a third party. Loans to, or guarantees of obligations of, employees,
officers and directors and their respective family members may create conflicts
of interest. Federal law prohibits loans to directors and executive officers. In
addition, it is almost always a conflict of interest for a Company employee or
officer to work simultaneously for a competitor, customer or supplier.
Although it is not always possible to avoid conflicts of interest, it
is the Company's policy to minimize such conflicts when possible. Conflicts of
interest may not always be clear-cut, so if you have a question, you should
consult with a member of management or the Compliance Officer. Any employee,
officer or director who becomes aware of a conflict or potential conflict should
bring it to the attention of a supervisor, corporate officer or the Compliance
Officer.
3. CORPORATE OPPORTUNITY
Except as may be approved by the Board of Directors or a committee of
independent directors, employees, officers and directors are prohibited from (a)
taking for themselves personally opportunities that belong to the Company or are
discovered through the use of corporate property, information or position; (b)
using corporate property, information or position for personal gain; and (c)
competing with the Company.
4. CONFIDENTIALITY
All employees and officers, under the Confidentiality Agreement signed
when they joined the Company, and all directors, must maintain the
confidentiality of confidential information entrusted to them by the Company or
its suppliers or customers, except when disclosure is authorized by the Company
or required by laws, regulations or legal proceedings. As more fully described
in the Confidentiality Agreement, "confidential information" includes, but is
not limited to, non-public information that might be of use to competitors of
the Company, or harmful to the Company or its customers if disclosed. Whenever
feasible, employees, officers and directors should consult the Chief Financial
Officer if they believe they have a legal obligation to disclose confidential
information.
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5. FAIR DEALING
Each employee, officer and director should endeavor to deal fairly with
the Company's customers, suppliers, competitors, officers and employees. None
should take unfair advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts or any other
unfair dealing practice. Stealing proprietary information, misusing trade secret
information that was obtained without the owner's consent, or inducing such
disclosures by past or present employees of other companies is prohibited.
6. PROTECTION AND PROPER USE OF COMPANY ASSETS
All employees, officers and directors should protect the Company's
assets and ensure their efficient use. Theft, carelessness, and waste have a
direct impact on the Company's profitability. All Company assets should be used
for legitimate business purposes.
7. ACCOUNTING COMPLAINTS
The Company's policy is to comply with all applicable financial
reporting and accounting regulations applicable to the Company. Employees,
officers or directors who have concerns or complaints regarding questionable
accounting or auditing practices are encouraged to promptly submit those
concerns or complaints (anonymously, confidentially or otherwise) to the Audit
Committee of the Board of Directors which will, subject to its duties arising
under applicable law, regulations and legal proceedings, treat such submissions
confidentially. Such submissions shall be made and handled by documenting any
issues and placing them in a sealed envelope, addressed to the Compliance
Officer and delivered via U.S. mail or via interoffice mail to be left in the
Compliance Officer's mailbox. All such confidential communications will be
handled with utmost care. If the complaint is against the Compliance Officer him
or herself, please direct the confidential communication to the Chief Financial
Officer.
COMPLAINTS SUBMITTED THAT INVOLVE THE COMPANY'S ACCOUNTING, AUDITING,
AND INTERNAL AUDITING CONTROLS AND DISCLOSURE PRACTICES WILL BE PRESENTED TO THE
AUDIT COMMITTEE OF THE COMPANY'S BOARD OF DIRECTORS.
8. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR
Employees are encouraged to talk to supervisors, managers or other
appropriate personnel about observed illegal or unethical behavior and, when in
doubt, about the best course of action in a particular situation. Any employee,
officer or director who believes that a violation of this Code or other illegal
or unethical conduct by any employee, officers or director has occurred or may
occur should promptly contact a supervisor, a corporate officer, or the
Compliance Officer. Such reports may be made confidentially or anonymously.
Confidentiality will be protected, subject to applicable law, regulation or
legal proceedings.
9. NO RETALIATION
The Company will not permit retaliation of any kind by or on behalf of
the Company and its employees, officers and directors against good faith reports
or complaints of violations of this Code or other illegal or unethical conduct.
10. PUBLIC COMPANY REPORTING
As a public company, it is of critical importance that the Company's
filings with the Securities and Exchange Commission be accurate and timely.
Depending on their respective positions with the Company, employees, officers or
directors may be called upon to provide information necessary to assure that the
Company's public reports are complete, fair and understandable. The Company
expects employees, officers and directors to take this responsibility very
seriously and to provide prompt and accurate answers to inquiries related to the
Company's public disclosure requirements. The Company has formed a Disclosure
Committee consisting of Christopher Keene and Brian Tobin to oversee the
preparation and review of public disclosure documents.
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11. AMENDMENT, MODIFICATION AND WAIVER
This Code may be amended, modified or waived by the Board of Directors,
subject to the disclosure and other provisions of the Securities Exchange Act of
1934, and the rules thereunder and the applicable rules of the Nasdaq National
Market.
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