Approved and Adopted May 4, 2004
This Code of Business Conduct and Ethics (the ďCodeĒ) sets forth legal and ethical standards of conduct for employees, officers, and directors of OPNET Technologies, Inc. and its worldwide subsidiaries (ďOPNETĒ). This Code is intended to deter wrongdoing and to promote the conduct of all OPNET business in accordance with high standards of integrity and in compliance with all applicable laws and regulations. This Code applies to OPNET Technologies, Inc. and all of its subsidiaries and other business entities controlled by it worldwide.
If you have any questions regarding this Code or its application to you in any situation, you should contact your supervisor, OPNETís Corporate Counsel, or Executive Management. For purposes of this Code, Executive Management means the Chairman and CEO of OPNET or the President of OPNET.
OPNET requires that all employees, officers, and directors comply with all laws, rules and regulations applicable to OPNET wherever it does business. You are expected to use good judgment and common sense in seeking to comply with all applicable laws, rules and regulations and to ask for advice when you are uncertain about them.
If you become aware of the violation of any law, rule or regulation by OPNET, whether by its employees, officers, and directors, or any third party doing business on behalf of OPNET, or you have questions concerning whether the conduct by an employee, officer, director, or third party doing business with OPNET is lawful, it is your responsibility to promptly report the matter to your supervisor, OPNETís Corporate Counsel, or Executive Management, or the Chairman of the Audit Committee of OPNETís Board of Directors. While it is OPNETís desire to address matters internally, nothing in this Code should discourage you from reporting any illegal activity, including any violation of the securities laws, antitrust laws, environmental laws or any other federal, state or foreign law, rule or regulation, to the appropriate regulatory authority.
Employees, officers, and directors shall not discharge, demote, suspend, threaten, harass or in any other manner discriminate or retaliate against an employee because he or she reports any such violation, unless it is determined that the report was made with knowledge that it was false. This Code should not be construed to prohibit any employee, officer, or director from testifying, participating or otherwise assisting in any state or federal administrative, judicial or legislative proceeding or investigation.
Employees, officers, and directors must act in the best interests of OPNET. Employees, officers, and directors must refrain from engaging in any activity or having a personal interest that presents a ďconflict of interest.Ē A conflict of interest occurs when a personal interest of an employee, officer, or director interferes, or appears to interfere, with the interests of OPNET. A conflict of interest can arise whenever an employee, officer, or director takes action or has an interest that prevents the employee, officer, or director from performing his or her duties and responsibilities to OPNET honestly, objectively and effectively.
In the absence of mitigating facts, the following conduct is deemed a conflict of interest and is prohibited:
The term ďimmediate familyĒ means a spouse, dependent child, parent, sibling, child, mother- or father-in-law, son- or daughter-in-law or brother- or sister-in-law whether or not such family member lives in the same home with the employee, officer, or director.
A ďdirect competitorĒ is any organization, determined by Executive Management, that licenses, sells, or develops software which is a reasonable substitute for or is an alternative to OPNETís software. OPNET shall maintain a confidential list of its direct competitors; such list shall not be disclosed except as approved by Executive Management. OPNET shall disclose and make available its list of direct competitors to all employees, officers, and directors who shall maintain the confidentiality of such list.
It is your responsibility as an employee to disclose to OPNETís Corporate Counsel any transaction or relationship that reasonably could be expected to give rise to a conflict of interest; OPNETís Corporate Counsel shall consult with Executive Management and the Board of Directors; the Board of Directors shall be responsible for determining whether such transaction or relationship constitutes a conflict of interest. In determining whether such transaction or relationship constitutes a conflict of interest the Board of Directors or a committee thereof shall obtain a complete disclosure of all material facts, and in reliance on such facts determine an appropriate resolution that is fair and in the best interests of OPNET.
Executive Management, the Chief Financial Officer, and directors shall disclose to OPNETís Corporate Counsel and the Chairman of the Audit Committee of the Board of Directors any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. The Chairman of the Audit Committee of the Board of Directors shall be responsible for determining whether such transaction or relationship constitutes a conflict of interest.
Employees, officers, and directors who have material non-public information about OPNET or other companies, including OPNETís suppliers and customers, as a result of their relationship with OPNET are prohibited by law and OPNET policy from trading in securities of OPNET or such other companies, as well as from communicating such information to others who might trade on the basis of that information. To help ensure that you do not engage in prohibited insider trading and avoid even the appearance of an improper transaction, OPNET has adopted an Insider Trading Policy, which is available in OPNETís Policies and Procedures in the Human Resources section of OPNET Intranet.
If you are uncertain about any purchase or sale of OPNET securities or the securities of any other company that you are familiar with by virtue of your relationship with OPNET, you should contact OPNETís Corporate Counsel before making any such purchase or sale.
Employees, officers, and directors must maintain the confidentiality of confidential information entrusted to them by OPNET or other companies, including OPNETís suppliers and customers, except when disclosure is authorized by Executive Management or legally mandated. Unauthorized disclosure of any confidential information is prohibited. Additionally, employees must take appropriate precautions to ensure that confidential or sensitive business information, whether it is proprietary to OPNET or another party, is not communicated within OPNET except to employees who have a need to know such information to perform their responsibilities for OPNET. All employees and contractors must sign a written confidentiality agreement approved by OPNET as condition to having access to any proprietary or confidential information
OPNET information, data, software and other materials which are not publicly disseminated as general release information, or distributed to its customers under a license as licensed material (directly or through intermediaries), shall be maintained by employees, both during the term of employment and thereafter, as proprietary and confidential. All proprietary and confidential information, whether created by an employee or others, which shall come into the custody or possession of the employee, shall not become the property of employee, and shall to be used by employees only in the performance of their authorized duties for OPNET.
Employees must abide by any lawful obligations to a former employer, and all employees are required to disclose to OPNET any lawful obligations they may have to a former employer. These obligations may include restrictions on the use and disclosure of confidential information, restrictions on the solicitation of former colleagues to work at OPNET and non-competition obligations. Employees are prohibited from any disclosure to or use of confidential or proprietary information belonging to any other party in connection with their employment at OPNET and must not disclose to OPNET, or induce OPNET to use, any confidential or proprietary information or material belonging to any previous employer or others.
Third parties may ask you for information concerning OPNET. Subject to the exceptions noted in the preceding paragraph, employees, officers, and directors shall not discuss internal OPNET matters with, or disseminate internal OPNET information to, anyone outside OPNET, except as authorized and required in the performance of their OPNET duties and after an appropriate confidentiality agreement is in place. All responses on behalf of OPNET to inquiries must be made only by OPNETís authorized spokespersons. If you receive any inquiries from any third party concerning nonpublic OPNET information, you must decline to comment and refer the inquirer to Executive Management. OPNETís policies with respect to internal and external communications, confidentiality and privacy are described more fully in OPNETís Policies and Procedures Handbook in the Human Resources section of OPNETís Intranet.
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At all times employees, officers and directors shall deal honestly, ethically and fairly with OPNETís suppliers, customers, competitors, and employees. Statements regarding OPNETís products and services must not be untrue, misleading, deceptive or fraudulent. Employees, officers, and directors must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.
Employees, officers, and directors should seek to protect OPNETís assets. Theft, carelessness and waste have a direct impact on OPNETís financial performance. Employees, officers, and directors must use OPNETís assets and services solely for legitimate business purposes of OPNET and not for any personal benefit or the personal benefit of anyone else.
Employees, officers, and directors must advance OPNETís legitimate interests when the opportunity to do so arises. You must not take for yourself any personal opportunities that are discovered through your position with OPNET or through the use of property or information of OPNET.
It is unacceptable for any employee to download, possess, or use any software on or with any computer resource owned or leased by OPNET for which an appropriate license was not in effect at the time of download, possession, or use. Employees shall not, in connection with any work performed for on behalf of OPNET, download, possess, or use any software, not properly licensed to OPNET or the user at the time download, possession, or use occurs. All computer resources owned and leased by OPNET are intended for business use only. OPNETís policies with respect to computer resources are described more fully in OPNETís Policies and Procedures Handbook in the Human Resources section of OPNETís Intranet.
The use of OPNET funds or assets for gifts, gratuities or other favors to employees or government employees or officials is prohibited, except to the extent such gifts are in compliance with applicable law, the value of the gift is $150 or less, and the gift is not given in consideration or expectation of any action by the recipient.
Employees, officers, and directors must not accept, or permit any member of his or her immediate family to accept, any gifts, gratuities or other favors from any customer, supplier or other person doing or seeking to do business with OPNET, other than items of having a value of $150 or less for which no expectation of any action by the recipient is expected or required. Any gift valued at more than $150 should be returned immediately and reported to your supervisor. If immediate return is not practical, the gift item should be delivered to OPNETís Corporate Counsel for disposition as directed by OPNETís Executive Management.
Common sense and moderation should prevail in business entertainment engaged in on behalf of OPNET. Employees, officers, and directors may provide, or accept, business entertainment to or from anyone doing business with OPNET only if the entertainment is infrequent, modest and intended to serve legitimate business goals.
Bribes and kickbacks are criminal acts, strictly prohibited by law. You must not offer, give, solicit or receive any form of bribe or kickback anywhere in the world.
Employees, officers and directors must honestly and accurately report all business transactions. You are responsible for the accuracy of any records or reports you prepare or submit including but not limited to any request for reimbursement of expenses. Accurate information is essential to OPNETís ability to meet its legal and regulatory obligations.
All OPNET books, records and accounts shall be maintained in accordance with OPNETís accounting policies and applicable regulations and standards and shall accurately reflect the true nature of the transactions they record. The financial statements of OPNET shall conform to generally accepted accounting principles and OPNETís accounting policies. No undisclosed or unrecorded account or fund shall be established for any purpose. No false or misleading entries shall be made in OPNETís books or records for any reason, and no disbursement of corporate funds or other corporate property shall be made without adequate supporting documentation.
It is the policy of OPNET to provide full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the Securities and Exchange Commission and in other public communications.
Employees with concerns regarding questionable accounting or auditing matters or complaints regarding accounting, internal accounting controls or auditing matters may confidentially, and anonymously if they wish, submit such concerns or complaints in writing to the Chairman of the Audit Committee of the Board of Directors. See Reporting and Compliance Procedures below. A record of all complaints and concerns received and an explanation of OPNETís response shall be provided to the Audit Committee each fiscal quarter. The Audit Committee will evaluate the merits of any concerns or complaints received by it and authorize such follow-up actions, if any, as it deems necessary or appropriate to address the substance of the concern or complaint. OPNET shall not discipline, discriminate against or retaliate against any employee who reports a complaint or concern, unless it is determined that the report was made with knowledge that it was false.
No employee, officer, or director shall, directly or indirectly, make or cause to be made a false or misleading statement to an accountant in connection with (or omit to state, or cause another person to omit to state, any material fact necessary in order to make statements made, in light of the circumstances under which such statements were made, not misleading to, an accountant in connection with) any audit, review or examination of OPNETís financial statements or the preparation or filing of any document or report with the SEC. No employee, officer, or director shall, directly or indirectly, take any action to coerce, manipulate, mislead or fraudulently influence any independent public or certified public accountant engaged in the performance of an audit or review of OPNETís financial statements.
Any employee or officer who believes that an exception to any of these policies is appropriate in his or her case should first contact OPNETís Corporate Counsel who shall consult with Executive Management. If Executive Management believes that an exception is appropriate, the request for approval will be forwarded to the Board of Directors. The independent members of Board of Directors shall have sole discretion concerning the approval of any exception to this Code. OPNETís Corporate Counsel shall be responsible for maintaining a record of all requests for exceptions to any of these policies and the disposition of such requests.
In the event Executive Management, the Chief Financial Officer or director seeks an exception to any of these policies, he or she must contact the Board of Directors. Any waiver of this Code for Executive Management, the Chief Financial Officer or directors or any change to this Code that applies to Executive Management, the Chief Financial Officer or directors may be made only by the independent members of the Board of Directors of OPNET, and shall be disclosed as required by law or stock market regulation.
Every employee, officer, and director has the responsibility to ask questions, seek guidance, report suspected violations and express concerns regarding compliance with this Code. Any employee, officer or director who has actual knowledge or reasonably believes that any other employee, officer or director of OPNET has engaged or is engaging in OPNET-related conduct that violates applicable law or this Code should report such information as described below. You may report such conduct openly or anonymously without fear of retaliation. OPNET will not discipline, discriminate against or retaliate against any employee who reports such conduct, unless it is determined that the report was made with knowledge that it was false, or who cooperates in any investigation or inquiry regarding such conduct. Any supervisor who receives a report of a violation of this Code must immediately disclose the report to OPNETís Corporate Counsel.
You may report violations of this Code, on a confidential or anonymous basis, by contacting OPNETís Corporate Counsel by fax at (240) 497-1062 or by e-mail at firstname.lastname@example.org or William F. Stasior, Chairman of the Audit Committee of the Board of Directors, by e-mail at email@example.com. While we prefer that you identify yourself when reporting violations so that we may follow up with you, as necessary, for additional information, you may report violations or suspected violations anonymously if you wish. Reports of violations or receipt of information concerning alleged violations shall be promptly acknowledged when the identity of the sender is voluntarily disclosed.
If OPNETís Corporate Counsel or the Chairman of the Audit Committee receives information regarding an alleged violation of this Code, he or she shall as appropriate and in a timely manner, (a) consult with outside legal counsel and evaluate such information, (b) if the alleged violation involves Executive Management, the Chief Financial Officer or a director, promptly inform the Chief Executive Officer and Board of Directors of the alleged violation, (c) determine whether it is necessary to conduct an informal inquiry or a formal investigation and, if so, initiate such inquiry or investigation and (d) report the results of any such inquiry or investigation, together with a recommendation as to disposition of the matter, to the Chief Executive Officer, the President and the Board of Directors for action in a timely manner, or if the alleged violation involves Executive Management, the Chief Financial Officer or a director, report the results of any such inquiry or investigation to the Board of Directors or a committee thereof in a timely manner. Employees, officers, and directors are expected to cooperate fully with any inquiry or investigation by OPNET regarding an alleged violation of this Code. Failure to cooperate with any such inquiry or investigation may result in disciplinary action, up to and including discharge.
OPNET shall determine whether violations of this Code have occurred and, if so, shall determine the disciplinary measures to be taken against any employee who has violated this Code. In the event that the alleged violation involves Executive Management, the Chief Financial Officer or a director, the independent directors of the Board of Directors not involved in the alleged violation, shall determine whether a violation of this Code has occurred and, if so, shall determine the disciplinary measures to be taken against such member of Executive Management, the Chief Financial Officer or director.
Failure to comply with the standards outlined in this Code will result in disciplinary action including, but not limited to, reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, discharge and restitution. Certain violations of this Code may require OPNET to refer the matter to the appropriate governmental or regulatory authorities for investigation or prosecution. Moreover, any supervisor who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not immediately report it to OPNETís Corporate Counsel, will be subject to disciplinary action, up to and including discharge.
This Code shall be distributed to each new employee, officer and director of OPNET upon commencement of his or her employment or other relationship with OPNET and shall also be distributed annually to each employee, officer and director of OPNET, and each employee, officer and director shall certify that he or she has received, read and understood the Code and has complied with its terms.
OPNET reserves the right to amend, alter or terminate this Code at any time for any reason. The most current version of this Code can be found in the Human Resources section of OPNETís Intranet and on OPNETís web site (www.opnet.com).
This document is not an employment contract between OPNET and any of its employees, officers, or directors.
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Approved and Adopted by the Board of Directors May 4, 2004