Code of Ethics

White Electronic Designs Corporation, including its subsidiaries, (“White” or the “Company”) is committed to achieving and maintaining the highest professional and ethical standards in the conduct of its business. An uncompromising adherence to ethical excellence is integral to creating and sustaining a top-level business culture at the Company. This document has been adopted by White’s Board of Directors as the Company’s Code of Ethics and Business Conduct.
The term “ethics” refers to principles that define behavior as right, good and proper. Such principles do not always dictate a single “moral” course of action, but provide a means of evaluating and deciding among competing courses of action. There are six pillars of ethical values that we believe help us filter through these choices:

• Trustworthiness - When others trust us, they give us greater leeway because they feel we do not need monitoring to ensure that we will meet our obligations.
• Respect - Everyone has a right to be treated with dignity and respect. In doing so, we have a responsibility to be the best we can be in all situations, even when dealing with challenging or unpleasant people.
• Responsibility - The conduct of business, and life in general, is full of choices. Being responsible means being in charge of our choices and thereby, our lives. It means being accountable for what we do and who we are.
• Fairness - Acting and making decisions based on fairness implies an adherence to a balanced standard of justice without reference to one’s own bias or interests.
• Caring - It is the heart of ethics, because ethics is ultimately about good relations with other people.
• Citizenship - These are civic virtues and duties that prescribe how we ought to behave as part of a community.
  

This Code is intended to conform to the requirements of the Sarbanes-Oxley Act of 2002 in that it applies to the Company’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, any other executive officer of the Company who may hold office from time to time, any division controller of the Company and any other person performing functions similar to those of a senior financial officer of the Company. This Code also applies to each other officer and each employee and director of the Company. All of the people covered by this Code are considered "Covered Persons."

This Code is available for viewing on the Company’s internet website at www.wedc.com and may be filed each year as an exhibit to the Company’s Annual Report on Form 10-K. The Company will publicly disclose (i) any change to this Code that applies

to any officer or director of the Company, or any other person performing functions similar to those of a senior financial officer, and (ii) the grant of a waiver to any such individual of any provision of this Code (which waiver will be subject to prior approval by the Company’s independent directors). Such public disclosure will be made by the filing with the Securities and Exchange Commission (the “SEC”) of a Report on Form 8-K and/or the prompt disclosure of such change on the Company’s internet website.

Code of Ethics and Business Conduct

The Covered Persons, while they are engaged to work for or on behalf of the Company, must at all times conduct themselves and their activities on behalf of the Company with uncompromising honesty and integrity. Covered Persons are expected to adhere to the highest ethical standards regardless of personal interests, industry customs or the demands of others.
They are expected to be honest and forthright in dealing with each other and with the Company’s customers, vendors, advisors and other third parties. This Code is intended to promote not only ‘doing things right’, but also ‘doing the right things’ to maintain the corporate integrity of the Company and the personal integrity of each Covered Person. Our philosophy is that the Company’s business practices should be compatible with the commercial, economic and social priorities of any locale in which we operate.

While the style of commercial dealings may vary among certain industries and in different cultures, we believe that honesty and integrity must always characterize our business activity and will never be the subject of criticism.

Every Covered Person is at all times expected to:

• Act with honesty and integrity, avoiding actual or apparent conflicts of interest between personal and professional relationships, and, in cases where an actual or apparent conflict of interest arises, taking appropriate and timely action to notify management of such conflict and to remove him or herself from the situation that gives rise to the conflict;
• Comply fully with all applicable laws, regulations and rules of federal, state, local and foreign governments and regulatory authorities;
• Ensure that information provided in the Company’s periodic reports filed with the SEC and in other public communications is accurate, complete, fair, objective, relevant, timely and understandable;
• Act responsibly and in good faith in the execution of his or her duties, with due care, competence and diligence, without misrepresenting material facts or allowing one’s independent judgment to be compromised;
• Respect applicable obligations of confidentiality when dealing with Company or third party information in the course of one’s work, and not use any such information for personal advantage or gain;
• Proactively promote ethical behavior as a responsible partner among peers in the workplace, including promptly reporting to appropriate persons within the Company any actual or suspected violation of this Code (see “Reporting Ethical Violations” below); and
• Make responsible use of the Company’s assets and resources.
  

There is no finite list of actions that constitute ethical conduct or unethical conduct. The practice of conducting oneself ethically and with integrity comes not from a guidebook but from one’s own system of well-formed beliefs and values. That being said, at a minimum, the following are a number of specific rules of conduct that are expected to be adhered to at all times by all Covered Persons.

View our entire Code of Ethics and Business Conduct documentation