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    Code of Conduct

    Code of Business Conduct and Ethics
    Effective Date: May 1, 2004

    Introduction

    It is the policy of TESSCO Technologies Incorporated (“TESSCO” or the “Company”) that each TESSCO team member, including all officers and directors, observe the highest standards of ethical behavior in the performance of his or her duties for the Company.  This Code of Business Conduct and Ethics (the “Code”) does not cover every issue that may arise, but it sets out basic principles to guide all TESSCO team members, including officers and directors.

    This Code embodies principles to which TESSCO’s Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and other team members performing similar functions (collectively, the “Senior Financial Officers”), in particular, are expected to adhere, in order to maintain our standards of business conduct and to ensure compliance with legal requirements (including Section 406 of the Sarbanes-Oxley Act of 2002 and the Rules of the Securities Exchange Commission (“SEC”) promulgated thereunder).

    TESSCO has also adopted other policies that provide guidelines for the conduct of team members in specific areas of the Company business.  The following policies, among others, can be found in the TESSCO And You Handbook, but should also be considered as part of this Code:

    • Conflict of interest
    • Insider trading
    • Press inquiries-corporate communications
    • Harassment-respect of individuals
    • Electronic communications
    • Drug and alcohol
    • Confidentiality

    Ethical Conduct

    It is the policy of TESSCO that all TESSCO team members, including all officers and directors shall:

    • Act honestly and ethically, avoiding actual or apparent conflicts of interest between personal and professional relationships, including disclosure to the Company’s Chief Executive Officer, Chief Financial Officer or any member of the Audit Committee, of any material transaction or relationship that reasonably could be expected to give rise to such a conflict of interest;
    • Act at all times in furtherance of the Company policy that shareowners be provided with information that is full, fair, accurate, timely and understandable, including information contained in our public communications and documents that are filed with the SEC;
    • Comply with applicable governmental laws, rules and regulations;
    • Act in good faith, responsibly, with due care, competence and diligence;
    • Protect the Company’s assets and ensure their efficient use, and advance the Company’s legitimate business interests when the opportunity to do so arises;
    • Respect the confidentiality of information acquired in the course of his or her work, except when authorized or otherwise legally obligated to disclose, and not to use such confidential information for personal advantage; and
    • Report promptly any conduct that he or she believes to be a violation of the Code, it being against TESSCO’s policy to retaliate in any way against such person for good faith reporting of violations of this Code.

    Accountability

    Any TESSCO team member who becomes aware of any existing or potential violation of this Code, or who is otherwise called upon by this Code to report any conduct or activity, should promptly notify the Company’s Chief Executive Officer or Chief Financial Officer, or alternatively, any member of the Audit Committee of the Board of Directors.  Confidentiality regarding those who make reports under this Code and those potentially involved will be maintained to the extent practicable during an investigation.

    Actual violations of this Code, including failures to report apparent violations by others, can lead to disciplinary action at the Companys’ or at the Board of Directors’ discretion, including censure, suspension or termination.

    Waiver and Amendment of the Code

    We are committed to review and update from time to time our policies and procedures.  Accordingly, this Code is subject to modification.  Any amendment, modification or waiver of any of the elements of this Code must be approved in writing by the Company’s Board of Directors and be promptly disclosed to shareowners, or be made publicly available, as and to the extent required by law or stock exchange regulation.



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