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1.
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Compliance
with Laws, Rules and Regulations (Including Insider Trading
Laws)
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(a)
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All
officers and employees who are involved in the Company’s securities and
regulatory disclosure processes must maintain familiarity with the
disclosure requirements applicable to the Company under applicable federal
and state laws, rules and
regulations.
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(b)
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All
directors, officers and employees must cooperate fully with the people
responsible for preparing reports filed by the Company with the Securities
and Exchange Commission (“SEC”) and regulatory authorities and all other
materials that are made available to the public to make sure those people
are aware in a timely manner of all information that might have to be
disclosed in those reports or other materials or that might affect the way
in which information is disclosed in such reports or
materials.
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(c)
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All
directors, officers and employees shall strive to provide full, accurate,
timely and understandable disclosure in the reports filed by the Company
with the SEC.
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(a)
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Directors,
officers and employees should avoid conflicts of interest or the
appearance of conflicts of interest with the
Company.
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(i)
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A
“conflict of interest” exists when an individual’s private interest
interferes, or even appears to interfere in any way with the Company’s
interest. Conflict situations include, but are not limited to,
situations:
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(1)
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When
a director, officer or employee, or a member of his or her family, will
benefit personally from something the director, officer or employee does
or fails to do that is not in the Company’s best
interests,
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(2)
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When
a director, officer or employee takes actions or has interests that may
make it difficult to perform his or her Company work objectively and
effectively, and
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(3)
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When
a director, officer or employee, or a member of his or her family,
receives improper personal benefits as a result of his or her position in
the Company.
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(b)
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If
a conflict of interest arises, a director or officer must promptly report
the conflict of interest to the Company’s board of directors (“Board”),
and an employee other than a director or officer must promptly report the
conflict of interest to such employee’s supervisor (or, if reporting to
the supervisor would be inappropriate, then to the general counsel of the
Company). In each instance the director, officer or employee
will work with the individual or individuals to whom a conflict of
interest is reported to devise an arrangement by which (i) that individual
or those individuals (or their designee) will monitor the situation which
creates, or gives the appearance of creating, a conflict of interest, (ii)
the director, officer or employee who has a conflict will, to the fullest
extent possible, be kept out of any decisions that might be affected by
the conflict of interest, (iii) arrangements will be made to ensure that
the director, officer or employee will not profit personally from the
situation that causes the conflict of interest, and (iv) every reasonable
effort will be made to eliminate the conflict of interest as promptly as
possible.
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(i)
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Unless,
after full disclosure to the Governance Committee (or the Board of
Directors, if no Governance Committee exists), and approval of the Board
of Directors of the Company, which has expressly decided not to attempt to
take advantage of an opportunity, take for himself or herself personally
any Corporate Opportunity discovered through the use of Company property,
information or position;
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(ii)
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use
Company property, information or position for personal gain;
or
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(iii)
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compete
with the Company generally or with regard to specific transactions or
opportunities.
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(b)
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Directors,
officers and employees owe a duty to the Company to advance its legitimate
interests when the opportunity to do so
arises.
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(a)
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Each
employee, officer and director will at all times deal fairly with the
Company’s customers, suppliers, competitors and
employees. While employees, officers and directors are expected
to work diligently to advance the interests of the Company, they are
expected to do so in a manner that is consistent with the highest
standards of integrity and ethical
dealing.
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(b)
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No
employee, officer or director is to take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of facts or any other unfair-dealing
practice.
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(a)
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Directors,
officers and employees must maintain the confidentiality of all
information entrusted to them by the Company or its customers that is
treated by them as confidential or is considered confidential under
applicable law (such as the Health Insurance Portability and
Accountability Act), except when disclosure is authorized by the Company
or legally mandated.
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•
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Confidential
information includes all information that may be of use to the Company’s
competitors, or that could be harmful to the Company or its customers, if
disclosed. Confidential information also includes all
non-public personal
information.
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(b)
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Directors,
officers and employees must comply with all confidentiality policies
adopted by the Company from time to time and with confidentiality
provisions in agreements to which they or the Company are
parties.
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(a)
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Directors,
officers and employees will in all practicable ways protect the Company’s
assets and ensure their efficient
use.
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(b)
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Directors,
officers and employees will use the Company’s assets only for the
Company’s legitimate business
purposes.
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(a)
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Any
waiver of any provision of this Code must be approved by the Governance
Committee (or the Board of Directors if no such Committee exists), or if
any of its members will be personally affected by the waiver, by a
committee consisting entirely of independent directors (within the meaning
of the New York Stock Exchange listing standards) who will not be
personally affected by the waiver.
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(b)
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No
waiver of any provision of this Code with regard to a director or
executive officer will be effective until that waiver has been reported to
the individual responsible for the preparation and filing with the SEC of
the Company’s reports on Form 8-K (or any successor to that form) or for
disclosure on the Company’s website in sufficient detail to enable that
individual to prepare the appropriate disclosure with respect to the
waiver.
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(c)
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Any
change in or waiver of provisions of this Code will be promptly reported
in filings with the SEC on Form 8-K or disclosed on the Company’s website
to the full extent required by the SEC’s rules and by any applicable rules
of any securities exchange or securities quotation system on which the
Company’s securities are listed or
quoted.
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9.
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Compliance
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(a)
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In
accepting a position with the Company, each officer, director and employee
becomes accountable for adhering to this
Code.
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(b)
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Directors,
officers and employees must report promptly any violations of this Code
(including any violations of the requirement of compliance with
law). Failure to report a violation can lead to disciplinary
action against the individual who failed to report the violation which may
be as severe as the disciplinary action against the individual who
committed the violation.
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(c)
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Possible
violations of this Code by an employee other than an officer or director
may be reported to the supervisor of the employee who commits the
violation. Possible violations of this Code by a director or an
officer should be reported to the general counsel of the
Company. If a person believes that in a particular situation it
would not be appropriate to report a possible violation by a director or
officer to the general counsel, or if the general counsel is not
available, the person may report the possible violation to the CEO, the
chairman of the Governance Committee (or the Board of Directors if no such
committee exists) or to any other officer or director to whom the person
believes it would be appropriate to report the possible
violation.
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(d)
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The
identity of the employee who reports a possible violation of this Code
will be kept confidential, except to the extent the employee who reports
the possible violation consents to be identified or the identification of
that employee is required by law.
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(e)
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Possible
violations may be reported orally or in writing and may be reported
anonymously as described above.
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(f)
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The
Company will not allow retaliation for reports of possible violations made
in good faith.
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(g)
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The
Board shall determine, or designate appropriate persons to determine,
appropriate actions to be taken if this Code is violated. Such
actions shall be reasonably designed to deter wrongdoing and to promote
accountability for adherence to this Code and may include termination of
employment or service as a
director.
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10.
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Terms
used in this Code
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(a)
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“Affiliate”
means, with respect to any Person, any other Person that, directly or
indirectly through one or more intermediaries, controls, is controlled by,
or is under common control with, the first named
Person.
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(b)
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“Company”
means Optex Systems Holdings Corporation and all of its direct and
indirect subsidiaries.
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(a)
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Any
opportunity to engage in a business activity of which a director or senior
officer of the Company becomes aware, either (1) in connection with the
performance of functions as a director or senior officer of the Company,
or under circumstances that should reasonably lead the director or senior
officer to believe that the Person offering the opportunity expects it to
be offered to the Company; or (2) through the use of corporate information
or property, if the resulting opportunity is one that the director or
senior officer should reasonably be expected to believe would be of
interest to the Company; or
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(b)
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Any
opportunity to engage in a business activity of which a senior executive
of the Company becomes aware and knows is closely related to a business in
which the Company is engaged or expects to
engage.
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(d)
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“Director,
officer or employee of the Company” means a director or officer of Optex
Systems Holdings Corporation or an employee of the Company or of any of
its subsidiaries.
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(e)
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“Person”
means an individual, a partnership, a corporation, a limited liability
company, an unlimited liability company, an association, a joint stock
company, a trust, a joint venture, an unincorporated organization or any
governmental authority.
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