1. Teradyne Code of conduct: Making the right choices
2018 Contractor Training

2. They are vital to our continued success and growth.
Message from our CEO
“Integrity and ethical behavior are hallmarks of Teradyne’s corporate culture and business conduct.
They are vital to our continued success and growth.
Ultimately, we must all assume personal responsibility for ensuring that the Company’s practices, and our well founded reputation for integrity and ethical behavior, remain intact.”
Mark Jagiela
CEO and President

3. You play an important role
You must always:
Actions to take:
Comply with the Code of Conduct
Abide by applicable laws and regulations
Act ethically and responsibly – do the right thing
Participate in compliance training and education
Co-operate with all internal and external audits and investigations
Report any actual or suspected compliance violations

4. ReportING Potential Violations
Possible violations of Teradyne’s Code of Conduct or of laws or regulations can be reported to:
Your Manager
Human Resources
Legal
Confidentially and Anonymously at:
Web:
Hotline , 24 hours
Retaliation against anyone making a good faith report of a violation will not be tolerated
Misconduct must be reported

5. Let’s review two topics in more detail:
Harassment in the workplace
Cyber-security
Bribery
Protecting Confidential Information
Conflicts of Interest

6. Harassment in the
Workplace

7. Harassment Verbal Harassment can be: Physical Visual
Any discussion of a sexual nature
Demeaning Jokes
Off Color Humor
Verbal
Harassment can be:
Unwanted Touching
Repeated “inadvertent contact”
Violation personal space
Physical
Visual
Pornography in the workplace
Sexually suggestive imagery or s
Engaging in sexual behavior
A reasonable person would find it offensive
May be based on a protected characteristic (gender, age, race, religion, disability, sexual orientation etc.)
Is unwelcome
Severe or pervasive – may be a single offensive incident or pattern of repeated misconduct

8. Harassing or bullying via electronic means
Digital Harassment
Harassing or bullying via electronic means
Using social media to spread gossip or innuendo against an employee
Sending unwanted texts, s, Facebook/Twitter/Instagram posts and direct messages

9. Abuse of authority Harassment
When someone in authority requests sexual favors or engages in unwelcome advances or other sexually related behavior
The submission to or rejection of the behavior by the employee is used as a basis for employment action
Hiring or firing
Promotion or demotion
Undesirable reassignment or project

10. Cyber-Security

11. Unauthorized access to our data network is a real daily threat.
CYBER-SECURITY
Unauthorized access to our data network is a real daily threat.
Data breaches are on the rise,
Attackers have success in all industries and
Attacks are more sophisticated than ever.
Human Error is the most common cause of cyber security breaches.
Inappropriate or thoughtless use of Teradyne resources can put both the individual and the company at risk.
Cause of Cyber Incident
Source: Baker & Hostetier LLP

12. Human Error is the GREATEST RISK
Human Error is the most common cause of cyber security breaches.
Inappropriately or thoughtlessly using Teradyne resources can put both Teradyne and individuals at risk. This is unacceptable work behavior.
Examples of Human Error:
Sending sensitive information to the wrong recipient
Downloading files to unsecure hard drive or flash drive.
Uploading files to the cloud or an unsecure location.
Losing a mobile device (phone, tablet, laptop)
Leaving mobile devices unlocked and unattended.
Clicking on Phishing s
Downloading unknown programs onto devices used for work
Cause of Cyber Incident
Source: Baker & Hostetier LLP

13. do your part to Reduce Human Error
Quickly report any lost or stolen devices that have Teradyne information on them (cell phones, tablets, computers).
Don’t use ‘jail broken’ devices for business purposes.
Do not save Teradyne information to unsecure devices, portable media or in the cloud.
Use Encryption.
Keep your device software current.
Think before you click.

14. Protecting Customer Confidential Information

15. Confidential customer information
Customers take protection of confidential information seriously:
Confidential information is one of their most valuable assets.
Our customers are each others competitors.
Rumors and leaks have a significant adverse affect on customers’ business.
Our agreements with customers may include significant penalties for disclosing customer confidential information.
We want to develop and maintain strong relationships with our customers, so we must also take the protection of their confidential information seriously.
Help us build long and successful relationships with our customers! 15

16. examples of Customer Confidential information
Customer Confidential Information will vary across customers and projects, but in general these areas are typically covered:
Customer product roadmaps and delivery schedules
Customer pricing and cost information
Forecasted or historical production volumes
Customer hardware, software or prototypes
Customer technical specifications and drawings
Observations during visits to customer facilities
Access to information about a customer on internal systems such as document libraries, Lotus Notes databases, capacity planning spreadsheets
Remember, if you are unsure you can always
ask the Program Manager or Project Leader!

17. A few scenarios… Say this: Not this: Say this: Not this:
CONVERSATIONS:
Say this:
“Teradyne creates test solutions for the semi-conductor industry. I work on helping our customers get their products to market.”
Not this:
“Well, I’d like to tell you more about what I work on, but it’s a top secret project for a very special customer. I bet you are holding one of their products right now.”
Say this:
“My new project is very interesting. I like the team. What’s new with you?”
Not this:
“You’re not going to believe this new project I’m working on – let’s just say I’ll have the inside scoop on a major customer’s product innovations”.

18. A few scenarios …. MEETINGS: E-MAIL: DOCUMENTS:
When you schedule or attend a meeting that will involve a discussion of Customer Confidential Information, you should Confirm that all of the invitees have been cleared for access to the information in advance of the meeting or before beginning a confidential discussion.
Remember, these same guidelines apply to impromptu meetings and hallway conversations!
Before sending an containing Customer Confidential Information, you should:
Confirm that all of the recipients have been cleared for access prior to sending or responding to a confidential discussion.
Use code names for customers or projects in s and be sensitive to disclosing any customer confidential information in s only as needed.
When forwarding customer s, remove the customer header.
Securely delete your s and do not retain s with Customer Confidential information longer than necessary.
DOCUMENTS:
When preparing any documents that contain Customer Confidential Information:
Only disclose Customer Confidential Information that is absolutely necessary, Use code names, and Mark the presentation or document “Contains Customer Confidential Information”.
Ensure that your laptop is encrypted if it contains any customer confidential information. 18

19. Bribery

20. What is bribery?
Bribery is offering, giving, receiving or soliciting anything of value to induce another person to do something or not do something in order to gain a benefit or advantage.
Inducements can be gifts, loans, fees, rewards, donations, services, etc.
Bribery is not only about money exchanged in brown envelopes. It can be anything of value, such as a holiday for a purchasing manager disguised as a business trip.

21. What is bribery?
Bribery can be directed towards a customer, a supplier or a government official such as a customs agent.
A bribery payment can also be made through an intermediary or an agent. Channeling a bribe through a 3rd party will not protect you or Teradyne.
Teradyne can be prosecuted for paying bribes anywhere in the world by employees or by third parties on Teradyne’s behalf.
Bribery can take many forms, including but not limited to: Gifts, political donations, charitable contributions, enhanced commissions, employing relatives, and facilitation payments.
Copyright “Grantland" comics

22. gift giving MAY CREATE BRIBERY RISK
Although gift giving is common in some countries, gifts may be considered bribes under certain circumstances.
Gifts must not be given in order to influence business decisions.
Always follow Teradyne’s Gift Giving (and Receiving) Guidelines*, posted on the Legal-Compliance website
*Local requirements may differ if the recipient is a government official. Check with Finance or the Legal Department if unsure."

23. Conflict of Interest

24. Conflict of Interest Situations
A conflict of interest:
occurs when your personal interest is at odds with the interests of Teradyne.
can arise whenever you take action or have an interest that prevents you from performing your Teradyne duties and responsibilities honestly, objectively and effectively.
Avoid situations where your loyalties may be divided between Teradyne’s interests and your own.
Consider how the situation appears to others — inside and outside of Teradyne.
A conflict of interest may lead to legal ramifications as well as job loss.

25. Some Conflict of interest Examples
“I evaluated the marketplace and determined that my sister-in-law’s company is the best choice. Can I award the business to his company? “
Conducting Teradyne business with related parties (family members, personal friends or members of your economic household) or with businesses in which you or related parties have a significant interest is a conflict of interest.
“I‘m interviewing for jobs outside the company. I have gathered a few Teradyne documents including product roadmaps and plan to use this to get the job I’ve always wanted.” You are not allowed to use Teradyne, customer or supplier confidential information for your own benefit or for use unrelated to company business, during and after your employment or affiliation with Teradyne.
Review all the facts with your manager and obtain approval before proceeding.

26. Thank you for Reviewing the Code of Conduct Training Materials
Remember:
Ask questions or report any actual or suspected compliance violation to your Manager, Human Resources, Legal, or confidentially and anonymously at: or
Web: or
Confidential hotline , 24 hours