This Code of Business Conduct and Ethics (the “Code”) applies to all directors, officers and employees (“Employees”) of Rudolph Technologies, Inc. (“RTEC”). The Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but sets out basic principles to guide all employees, executive officers and directors of RTEC. Use the Code as a standard and a tool, along with other RTEC policies, and your own best judgment. All Employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior.
If a policy in this Code conflicts with the law, you must comply with the law; however, if the Code conflicts with a local custom or policy, you must comply with the Code. If you have any questions about these conflicts, are faced with a potential conflict between your ethical standards and the conduct of others at RTEC or if you are in a situation which you believe may violate or lead to a violation of this Code, follow the Compliance Procedure guidelines of this Code set forth below.
Those who violate the standards in this Code shall be subject to disciplinary action up to and including termination of employment.
Code of Business Conduct and Ethics
All Employees must be knowledgeable of and comply with the basic principles of the Code as follows:
- Compliance with Laws, Rules and Regulations: While conducting business on behalf of RTEC, Employees must respect, obey and comply with the laws, rules and regulations of the cities, states and countries in which the company operates.
- Conflicts of Interest: Employees are to avoid any actual or apparent conflicts of interest (other than conflicts of interest that have received appropriate approval) such as taking actions or having interests that may interfere with performing one’s work objectively and effectively or where one receives improper personal benefits as a result of their position with RTEC.
- Open and Honest Dealing: RTEC encourages an open and honest atmosphere within the company such that Employees are to freely exchange with and disclose important information to management and refrain from purposely providing any kind of misleading information.
- Insider Trading: Employees who have access to RTEC’s confidential information are not permitted to use or share that information for stock trading purposes (“Insider Trading”) or for any purpose except the conduct of the company’s business.
- Fair Disclosure: Employees are prohibited from making statements regarding material, non-public information about the company or its securities to the financial community, company stockholders or the press without the express authorization of the CEO, CFO or General Counsel.
- Payments to Agencies/Consultants: All payments and arrangements with outside agents, consultants, contractors and other parties should be per a written agreement.
- Corporate Opportunities: Employees are prohibited from taking personal advantage of opportunities that are discovered, developed or known through the use of corporate property, information or their position without the appropriate approval at RTEC.
- Competition and Fair Dealing: Employees are expected to respect the rights of and deal fairly with RTEC’s customers, suppliers, competitors and Employees.
- Gifts, Gratuities and Entertainment: As part of RTEC’s business, Employees may only offer, give, provide or accept reasonable gifts or business entertainment in order to create good will and sound working relationships, and never to gain unfair advantage with customers.
- Political Contributions: While RTEC encourages all Employees to vote and be active in the political process, it is RTEC’s policy not to contribute any company funds, assets or services to any political party, committee, organization, or candidate for any office at any level in any country.
- Discrimination and Harassment: Employees are prohibited from participating in any form of harassment, retaliation, or discrimination because of race, color, national origin, sex, religion, creed, age, disability, sexual orientation, marital status, military service or any other basis protected by federal, state or local laws.
- Health and Safety: Employees are responsible for maintaining a safe and healthy workplace following safety and health rules and practices, appropriately reporting issues and refraining from any violent or threatening behavior.
- Record-Keeping: Where an Employee is required to make a record of or report on any form of business information, such record/report must be made honestly and accurately in order to make responsible business decisions.
- Confidentiality: Employees are required to maintain the confidentiality of confidential information entrusted to them by RTEC or its customers, unless disclosure is appropriately authorized.
- Protection and Proper Use of RTEC Assets: Employees must protect RTEC’s assets, including Employee work product and company proprietary information, to ensure its continued and efficient use and security.
- Payments to Government Personnel: Employees are prohibited from giving and/or offering money or anything of value, directly or indirectly, to a foreign or domestic governmental official, agency, party, official or candidate under any circumstances in order to induce the recipient to give RTEC business, purchase RTEC’s products or otherwise benefit RTEC’s business in their country.
Attachment A provides additional guidance, descriptions, insights and specific examples related to each of these principles.
Waivers of the Code of Business Conduct and Ethics
Any waiver of this Code for an Employee may be made only by RTEC’s board of directors (the “Board”) or a Board committee and will be promptly disclosed, along with the reasons for the waiver, as required by applicable law, rule, regulation, and the applicable listing standards of the Nasdaq Stock Market.
All Employees must work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or concern.
These are the steps to keep in mind:
- Make sure you have all the facts: In order to reach the right solutions, we must be as fully informed as possible.
- Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
- Discuss the problem with your supervisor or manager: The basic guidance for all situations is to ask first and act later. In many cases, your supervisor or manager will be more knowledgeable about the question, and will appreciate being included in the decision-making process. Remember that it is your supervisor/manager’s responsibility to help solve problems.
- Seek help from RTEC resources: In the case where it may not be appropriate to discuss an issue with your supervisor or where you do not feel comfortable approaching your supervisor with your question, you can discuss it with a Human Resources representative or senior management.
- Reporting improper behavior: The section below on reporting presents the procedure for reporting incidents or activities relating to unethical or improper behavior.
Reporting any Illegal or Unethical Behavior
All RTEC Employees are encouraged to report either orally or in writing to their immediate supervisor, or alternate line of authority as described below, all evidence of activity by an RTEC department or Employee that may constitute:
- A violation of RTEC’s Code of Business Conduct and Ethics or RTEC’s Financial Code of Ethics;
- Any other instances of corporate fraud or unethical business conduct;
- A violation of State or Federal law;
- A violation of any SEC or NASDAQ regulation; or
- Substantial and specific danger to an Employee’s or public’s health and safety.
RTEC has made available a variety of alternative reporting mechanisms to allow Employees the ability to report any of the above activities in a manner with which they are comfortable. Any Employee who wants to report evidence of alleged improper activity as described can choose from the following:
- Contact his/her immediate supervisor, or the supervisor’s manager.
- In instances where the Employee is not satisfied with the supervisor or manager’s response, or is uncomfortable for any reason addressing such concerns to their supervisor or the supervisor’s manager, the Employee may alternatively contact the Human Resources department, General Counsel’s office or a member of senior management.
- Call the confidential, global, toll-free phone number dedicated to these reports that is listed on the RTEC Intranet website. Anonymous telephonic communications will be accepted.
- Address your concerns in writing to: The Office of General Counsel, Rudolph Technologies, Inc., One Rudolph Road, Flanders, New Jersey 07836. Anonymous written communications will be accepted.
- Address your concerns via email to email@example.com where the Employee can submit a report.
- Contact any of the members of the Board’s Audit Committee. Again, anonymous telephone communications will be accepted.
In filing a report, Employees are encouraged to provide as much specific information as possible including names, dates, places, and events that took place and the Employee’s perception of why the incident(s) may be a violation. Complaints of misconduct, harassment or discrimination will be kept confidential to the fullest extent possible consistent with the RTEC’s need to investigate the matter. Employees are also urged to keep all information regarding an internal investigation confidential and understand that they are expected to fully cooperate with any such investigation. Employees who choose to identify themselves will receive a reply to their report within twenty (20) working days or as soon as practical thereafter.
Employees who knowingly fail to report wrongdoing per any of the above steps will have such action considered in their job performance appraisal and such action may subject them to discipline, up to and including discharge.
It is important to be aware that you may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. As stated, RTEC does not permit retaliation, discharge, or other discrimination of any kind against Employees for good faith reports of ethical violations or incidents related to this Code.
Subject to the Board’s general authority to administer this Code, investigating violations and determining disciplinary action shall be the responsibility of the following parties:
Board of directors (or its designated committee): Matters involving members of the board of directors or executive officers.
Chief Financial Officer and the General Counsel: Matters involving other employees, agents or contractors.
The above responsible parties may designate others to conduct or manage investigations on their behalf and recommend disciplinary action. In addition, the Chief Financial Officer and the General Counsel will periodically report Code violations and the corrective actions taken to the Board or its designated committee. The Board reserves the right to investigate violations and determine appropriate disciplinary action on its own or to designate others to do so in place of, or in addition to, the Chief Financial Officer and the General Counsel.
Any suspected violations will be promptly investigated. If it is determined that evidence of a violation exists, the individual subject to investigation will be notified. The individual will have an opportunity to respond to any allegations made against them. A person suspected of violating the Code may be suspended with or without pay while an investigation is conducted.
RTEC will take appropriate action against any Employee whose actions are found to violate the Code. Disciplinary actions may include, at RTEC’s sole discretion, oral or written reprimand, suspension or immediate termination of employment or business relationship, or any other single or combine disciplinary action as deemed appropriate to the circumstances. A record of the disciplinary action will be retained in the Employee’s personnel file.
In determining what disciplinary action is appropriate in a particular case, RTEC will take into account all relevant information, including the nature and severity of the violation, any history of warnings and violations, whether the violation appears to have been intentional or inadvertent and whether the violator reported his or her own misconduct. RTEC will strive to enforce the Code in a consistent manner while accounting for all relevant information.
Where RTEC has suffered a loss, it may pursue its remedies against the individuals or entities responsible. Furthermore, certain violations of this Code may also be reported to the appropriate authorities and subject to civil or criminal prosecution by governmental authorities and others.