CONFLICTS OF INTEREST

INSIDER TRADING

PROTECTING CONFIDENTIAL INFORMATION

GOVERNMENT RELATIONS

FAIR TRADE PRACTICES

Agreements requiring a buyer or seller to deal exclusively with one source may be subject to greater antitrust scrutiny than non-exclusive arrangements depending upon how much of the market share is held by the parties involved. Prior approval from the Corporate Legal Department should be obtained before any type of exclusive agreement is entered into by the Company.

Monopolization

Having a significant share of some market segment or "market power" is not illegal. Monopolization involves achieving or maintaining market power through abusive tactics. Accordingly, employees must avoid any tactics that could be construed as being designed to exclude or destroy competition.

Government Representatives

From time to time, the Company has business and regulatory contacts with federal, state, local and foreign governmental agencies and representatives. Employees are prohibited from offering or giving anything of value to, or accept anything of value from, any official, employee, or agent of any governmental entity with which the Company does business, is seeking to do business, or has a regulatory relationship.

INVESTOR RELATIONS AND PUBLIC AFFAIRS

It is very important that the information disseminated to financial markets about the Company be both accurate and consistent. For this reason, the Corporate Finance Department is responsible for public communications with stockholders, analysts, the media, local communities, government officials and any other interested members of the financial community. News that can be expected to influence investors or have an impact on the market for Gerber stock may be released only through designated representatives in Corporate Finance. The Corporate Finance Department serves as the spokesperson in both routine and non-routine situations.

FINANCE & ACCOUNTING PRACTICES

Accuracy of Company Records

We all rely on the accuracy and completeness of our business records to produce accurate financial reports, make management decisions, and analyze Company operations. The Company and each of its subsidiaries are responsible for maintaining books, records and accounts that in reasonable detail accurately and fairly present the transactions and disposition of the assets of the Company. We must maintain our books in accordance with generally accepted accounting principles, the
Company’s system of internal controls, and all regulatory requirements that apply to a multinational, U.S. publicly traded company.

While many of our employees may not be familiar with accounting procedures, it is the responsibility of each employee to make sure that every business record he or she deals with is accurate, complete and reliable. Many of these records are critical to the management of our business. False, misleading, or incomplete information undermines the Company’s ability to make good decisions about resources, employees, and programs and, in some cases, violates the law. It is the responsibility of each employee to have all reports, vouchers, bills, time reports, payroll and service records, measurement and performance records, and other essential data prepared carefully and honestly.

Disclosure Policies and Controls

The continuing excellence of the Company's reputation depends upon our full and complete disclosure of important information about the Company that is used in the securities marketplace. Our financial and non-financial disclosures and filings with the Securities and Exchange Commission (the "SEC") and in other public communications made by the Company must be fair, accurate, timely and understandable. The disclosure process is designed to record, process, summarize and report material information as required by all applicable laws, rules and regulations. Employees who are involved in this process are responsible for maintaining familiarity with the disclosure requirements applicable to the Company.

It is against Company policy to knowingly misrepresent or omit material facts about the Company to others, within or outside the Company, including the Company’s external auditors. Proper reporting of reliable, truthful and accurate information is a complex process involving cooperation between many departments and disciplines. We must all work together to insure that reliable, truthful and accurate information is disclosed to the public.

Record Retention

The Company has developed document retention policies to establish retention periods for records created or received in the normal course of business. A record is any information, regardless of physical format, that has been created or received in the transaction of Company business. Physical format of a record includes hard copy, electronic, magnetic tape, disk, audio, video, optical image, etc. Each department is responsible for the maintenance, retrieval, transfer, and destruction of its records in accordance with the established filing procedures, records retention schedules and procedures. The Company’s detailed record retention policies are available on the Company’s Intranet site.

The alteration, destruction or falsification of corporate documents or records may constitute a criminal act. Destroying or altering documents with the intent to obstruct a pending or anticipated official government proceeding is a criminal act and could result in large fines and a prison sentence. Document destruction or falsification in other contexts can result in a violation of the federal securities laws or the obstruction of justice laws.

Before destruction of any documents or records, you should consult the Company's document retention procedures. If the procedure is not clear, questions arise, or there is a pending or anticipated official proceeding, then the Corporate Legal Department must give written approval for any document destruction.

Safeguarding of Company Assets

We have an obligation and responsibility to investors to protect the Company’s assets. You are personally responsible and accountable for the proper expenditure of Company funds, including money spent for travel expenses or for customer entertainment. You are also responsible for the proper use of property over which you have control, including both Company property and funds and property that customers or others have entrusted to your custody. You are expected to keep these items in good condition while they are in your possession. Company assets should be used only for legitimate Company business purposes and should not be sold, loaned or given away regardless of condition or value, without proper authorization.

Financial Code of Conduct and Ethics for Chief Executive Officer and Senior Financial Officers

In addition to being bound by this Code's provisions about ethical conduct, conflicts of interest and compliance with law, the Company has adopted a "Financial Code of Conduct and Ethics for Chief Executive Officer and Senior Financial Officers" (the "Financial Code") specifically for our Senior Financial Officers. The Financial Code addresses honest and ethical conduct, including the avoidance of conflicts of interest; full, fair, accurate, timely and understandable disclosure in periodic reports filed by the Company; compliance with laws, rules and regulations; the timely reporting of Financial Code violations; and personal accountability for compliance with the Financial Code. The Financial Code can be viewed on the Company’s website.

Duty to Report Questionable Accounting or Auditing Matters

All employees are responsible for reporting any questionable situation or concern regarding the Company’s accounting, internal accounting controls or auditing matters that comes to their attention. You should be asking the right questions at the right time if you become aware of situations such as the following:

• financial results that are inconsistent with underlying business performance;

• inaccurate financial records, including expense reports, time sheets or invoices;

• the circumvention of established review and approval procedures;

• transactions that appear inconsistent with good business economics;

• the absence or weakness of processes or controls to protect assets from risk of loss;

• the destruction of any record or document with the intent to obstruct a pending or contemplated audit, review or federal investigation;

• employees seeking to improperly influence the work of our external or internal auditors; or

• confidential information being released to unauthorized third parties.

If any such questions or concerns arise, you should report it to your management, or to one of the Company’s compliance functions, such as the Corporate Legal Department or the Corporate Audit Director, in accordance with the procedures outlined in the Company’s "Policy for Handling Complaints."

EMPLOYMENT POLICIES

Fair Employment

As a Gerber employee, your individual commitment, creativity, skills and energy are critical to our leadership in the markets we serve and our ongoing business success. In order to maximize the professional growth and job satisfaction of our employees, we encourage a teamwork approach. Your success as part of this team depends on your contribution and ability to inspire the trust and confidence of your co-workers and supervisors. Respect for the rights and dignity of others and a dedication to the good of our Company are essential. We must each respect the rights of others while working as a team to fulfill our objectives. To best function as part of a team, you must be trustworthy and dedicated to high standards of performance. The relationships between business groups also require teamwork.

The Company values a diverse workforce. To facilitate respect among our employees and create an environment where they can maximize their potential, we have implemented the following employment policies:

• to hire, pay and assign work on the basis of qualifications and performance;

• not to discriminate on the basis of race, religion, ethnicity, national origin, color, gender, age, citizenship, veteran status, marital status, sexual orientation, disability, or any other factor prohibited by law;

• to attract and retain a highly talented workforce;

• to encourage skill growth through training and education, and through promotional opportunities;

• to encourage an open discussion between all levels of employees and to provide an opportunity for feedback from the top to the bottom and from the bottom to the top;

• to prohibit any sexual, physical, verbal or any other kind of harassment;

• to make the safety and security of our employees while at Company facilities a priority;

• to recognize and reward additional efforts that go beyond our expectations; and

• to respect all workers' rights to dignity and personal privacy by not disclosing confidential employee information, including protected health information, unnecessarily.

Unlawful Harassment

Sexual harassment in any form is strictly prohibited. The following are against Company policy: unwelcome sexual flirtations, advances or propositions; verbal abuse of a sexual nature; subtle pressure or requests for sexual activities; unnecessary touching of an individual; graphic or verbal comments about an individual's body; sexually degrading words to describe an individual; a display in the workplace of sexually suggestive objects or pictures; sexually explicit or offensive jokes; or physical assault. Innocent comments regarding an individual’s appearance are not, in and of themselves, inappropriate. For example, it is not improper to tell an employee that a particular dress or suit looks nice. However, the manner in which comments are made, or their content, if sexually suggestive or otherwise offensive, can run afoul of the law.

Similarly, racial and other forms of harassment, including racially derogatory language or conduct, create a hostile or offensive workplace and will not be tolerated.

When conducting employment interviews, in general, a person is prohibited from asking questions that may identify an employment applicant as a member of a particular race, color, religion, creed, etc. Some examples of what we are prohibited from asking are:

• race, creed, religion, color, national origin, ancestry, age, or marital status.

• applicant's birthplace or the birthplace of his/her parents (may identify national origin or ancestry).

• photographs (may identify race or color).

• other physical characteristics that may identify a person as a member of a particular race (e.g., color of eyes or hair).

• private organizational affiliations or political affiliations, clubs, social fraternities, societies, lodges or other organizations excluding professional, trade or service organizations (may identify religion or creed).

• an applicant's citizenship, except to the extent necessary to determine whether the applicant's status permits him/her to work in the applicable country.

• questions regarding an applicant’s military service should be confined to his/her work experience in the particular country’s armed forces.

• whether an applicant has an arrest record. However, you may ask whether an applicant has ever been convicted of a crime.

It is important to remember that the legal restrictions on what may be asked extend to verbal questioning during an interview. The point is, don't ask for any information for which you are not legally permitted to ask.

Apart from being unlawful, harassment and discrimination are extremely disruptive and contrary to the Company’s mission. The Company will take affirmative action to see that harassment and discrimination do not occur. Violations of this policy will result in disciplinary action, including termination of employment where appropriate.

The law protects people who have complained about discriminatory or harassment practices. It is unlawful to discriminate against someone because he/she has opposed an unlawful discriminatory practice or because he/she has made a charge, testified or participated in an investigation, proceeding or hearing involving a discrimination or harassment charge.

For example, if an applicant should mention that he/she is engaged in litigation against a previous employer arising out of alleged discrimination, you should neither discuss the matter further nor base your evaluation of the applicant on this knowledge.

Obviously, it is unlawful to retaliate against an employee who has complained about a prohibited practice, or against another employee who has supported the complaint.

Employment of Relatives and Personal Relationships Among Co-Workers

To avoid conflicts of interest, the Company discourages hiring close relatives in the same business unit. However, the employment of relatives of employees is permitted by the Company as long as qualifications for the position are met and, in the opinion of the Company, employing the relative will not create an actual or perceived conflict of interest.

Managers who, at any time, seek to hire, transfer, promote, conduct performance appraisals, set compensation and benefit levels for or participate in the evaluation for any purpose of their own relatives, relatives of other managers, or any employee with whom they have a personal relationship, must obtain prior written approval from their manager and the Executive Director of Human Resources. In cases where the second level of review (or higher level of review where awards under Company incentive plans may be recommended) would involve a relative, the reviewing relative will defer to his or her immediate supervisor. In the event that the CEO would be the immediate supervisor, second level of review, or higher level of review for a relative, the CEO will defer to the Chairman of the Management Development and Compensation Committee, or, in the case of conflict, to another member of the Committee without a conflict. In cases where members of the Board of Directors would participate in decisions affecting the responsibilities, salary, bonus, promotion, specific benefits, awards or other career matters affecting a relative, such members of the Board of Directors will abstain from participating in discussions and voting concerning such decisions.

Definition of Relative

The term "Relative" includes spouse, parent, parent-in-law, child, grandparent, grandchild, sister/brother, sister-/brother-in-law, aunt/uncle, niece/nephew, and any individual with whom an employee has a personal relationship.

Definition of Personal Relationship

A personal relationship includes, but is not limited to, the following activities: regular dating, sharing the same household, or living together.

Notice

An employee must notify Human Resources if his or her relationship to another employee changes to fit the definition of "Relative" above, at which point the requirements described above will become applicable. If a personal relationship develops between a manager and a subordinate, both employees are required to inform the appropriate manager. This information will remain confidential.

Environment, Health and Safety

The Company is committed to managing and operating our worldwide assets in a manner that is protective of human health and safety and the environment. It is our policy to comply, in all material respects, with applicable health, safety and environmental laws and regulations. Each employee is also expected to comply with our policies, programs, standards and procedures.

Computer and Communication Systems

For business purposes, employees are provided telephones and computer workstations and software, including network access to computing systems such as the Internet and e-mail, to improve personal productivity and to efficiently manage proprietary information in a secure and reliable manner.

As with other equipment and assets of the Company, we are each responsible for the appropriate use of these assets. While you may occasionally use the Company’s computer and communication systems to send or receive personal messages, to access internet materials that are not directly business-related, or to create personal documents or files, you are required to keep these activities to a minimum. You must obtain permission from the Information Technology Department to install any software on any Company computer or connect any personal laptop to the Company network.

You may not use any Company resource to create, transmit, store or display messages, images or materials that are inappropriate in nature. The Company considers the following, without any intended limitation, to constitute inappropriate use:

• unauthorized access or attempts to access another employee's computer system or e-mail;

• transmission of the Company’s confidential or proprietary business information to any unauthorized person or organization;

• any use for personal gain or solicitations for commercial ventures, political activities or religious causes;

• any use which violates the Company’s policies or practices or this Code including, but not limited to, any separate Company policies regarding the use of electronic mail, Internet access, solicitation, equal employment opportunity, and racial, sexual or other harassment;

• any intentional use which knowingly restricts or inhibits any other user from using the Internet;

• knowingly posting or transmitting any illegal, unlawful, threatening, abusive, defamatory, sexually explicit or otherwise objectionable information or material of any kind;

• knowingly posting or transmitting any software containing a virus or other harmful component; or

• knowingly downloading, uploading, posting, publishing, transmitting, reproducing or distributing without authorization any information, software or other material that is protected by copyright without first obtaining permission of the rights holder.

Electronic Mail

Electronic mail is an increasingly important method of communication, both within the Company and with certain authorized recipients outside of the Company. Electronic mail sent or received by full-time employees, temporary employees and third-party contractors is treated no differently than other business records or correspondence. All types of business records are subject to inspection or disclosure without notice.

There are several considerations that you should bear in mind when using Company e-mail or accessing the Internet:

• E-mail can be forwarded to additional and unintended recipients without the knowledge of the original sender. In addition, it can be easily altered and forwarded to others in its modified form.

• E-mail communications and access to and information obtained from the Internet can create a permanent record, and deleting a message from your mailbox does not assure that the message has been eliminated or that it and attached information cannot be retrieved by other means.

• E-mails, despite their medium, should be considered "documents" for all intents and purposes. They are, as a result, subject to document subpoenas in both civil litigation and criminal investigations and, once created, are generally subject to the Company’s document retention policy.

• As a general rule, never transmit by e-mail messages that you do not want individuals other than your intended recipient to see.

Treat electronic communications with the same level of care as hard copy communications. This information is potentially long-lived and may be subject to legal discovery. Users should periodically maintain their electronic data while adhering to the Company’s record retention policies. Destroying electronic communications data relevant to any actual or anticipated governmental proceeding, investigation or litigation is prohibited.

Questions or concerns pertaining to electronic mail and/or access to the Internet, including any suspected violations, should be directed to your manager, the Information Technology Department, or the Corporate Legal Department.

Employees should not expect a right to privacy of their e-mail or Internet use, including personal documents or files stored on Company equipment. All e-mail and Internet use and creation of personal documents or files on Company equipment is subject to monitoring by the Company.

Employees who do not comply with these guidelines may lose usage privileges in addition to being subject to other possible disciplinary actions.

Systems Integrity

Personal passwords used to access any Company computer or database should not be shared or divulged. However, all such passwords must be disclosed by employees upon the request of their supervisor or manager. Any exceptions to this policy must be in writing and signed by a corporate officer or Business Unit President. Password access is not intended to be used by employees for the transmission or storage of personal or other information not related to the business of the Company.

Express authorization is required to access any system or database containing confidential information, including employee or personnel records; information pertaining to stock ownership or participation in employee stock option or other incentive programs; and personal electronic mail, personal pager and voicemail messages of other employees. In addition, software that may damage or disrupt the work environment should not be used or distributed.

Unauthorized access to such information is a significant violation of other employees’ privacy rights, and has the potential of being extremely disruptive to the Company's mission. Violations of this policy will be dealt with accordingly.

Prohibited Substances

The Company is committed to providing a safe work environment that is free from the effects of alcohol and drug abuse. The possession, distribution, or use of any illegal drugs on Company premises is strictly prohibited. The abuse of alcohol or other medications in the workplace is also a violation of this Code.

We have policies prohibiting the use of alcohol, illegal drugs or other prohibited items while on Company premises. We also prohibit the possession or use of firearms, weapons or explosives on our property unless authorized by an executive officer of the Company. You are also prohibited from reporting to work while under the influence of alcohol or illegal drugs. It is the Company's policy to perform drug testing as part of the employment hiring process, and to perform random drug testing where permitted by law.

COMPLIANCE WITH THIS CODE

Reporting of Code Violations

You should be alert and sensitive to situations that could result in actions that might violate federal, state, or local laws or the standards of conduct set forth in this Code. If you believe your own conduct or that of a fellow employee may have violated any such laws or this Code, you have an obligation to report the matter.

Generally, you should raise such matters first with an immediate supervisor or another member of management. However, if you do not believe management has dealt with the matter properly or if your concerns are so sensitive that you may not feel at ease going directly to management, the Company has implemented a process to facilitate anonymous, confidential reporting of such matters, which is described in the following section. The most important point is that possible violations should be reported, and we support all means of reporting them.

Anonymous Reporting

Under the Company’s "Policy for Handling Complaints," the Audit and Finance Committee of the Company's Board of Directors has established procedures for (1) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters, and alleged violations of this Code and the Company's Financial Code (collectively referred to as the "Codes"), and (2) the confidential, anonymous submission by employees and others of concerns regarding questionable accounting or auditing matters.

If you wish to report a suspected violation of the Codes anonymously, you may call the Confidential Employee Hotline toll free in the U.S. at 1-866-ETHICSP or access www.ethicspoint.com on the internet or via the link on the Gerber intranet. A list of international numbers for the Confidential Employee Hotline can be viewed on the Company’s website. These services are available 24 hours a day, 7 days a week, and 365 days a year. The Hotline and www.ethicspoint.com are staffed by independent, third-party resources that the Company has retained. All reports received on this hotline are referred directly to the Director of Corporate Audit and are also made available to the Company’s General Counsel, the Chairman of the Audit and Finance Committee, and the Chairman of the Company’s Board of Directors. You do not have to reveal your identity in order to make a report on this hotline. If you do reveal your identity, it will not be disclosed to the Audit and Finance Committee or the Company unless disclosure is unavoidable during an investigation.

Investigations and Discipline 

The Corporate Legal and Audit Departments, Human Resources and other relevant departments will work together as appropriate under the direction of the Audit and Finance Committee to promptly handle investigations and recommend corrective and disciplinary actions. Depending on the circumstances, in some cases senior managers and other officers will be involved to consider and determine the appropriate corrective or disciplinary action. The Director of Corporate Audit will periodically report Code violations and the corrective actions taken to the Audit and Finance Committee and the Chairman of the Board of Directors. In some cases, the Audit and Finance Committee or the full Board of Directors will be responsible to conduct the investigation and determine the actions to be taken. As appropriate, outside advisors may participate in investigations.

Anyone who violates the Codes or any related policy or procedure will be subject to disciplinary action up to and including termination of the offending individual’s relationship with the Company. Violations of the Codes are not the only basis for disciplinary action. The Company has additional guidelines and procedures governing conduct, and violations of those guidelines and procedures may also result in corrective or disciplinary action.

If a reporting individual was involved in improper activity, the individual may be appropriately disciplined even if he or she was the one who disclosed the matter to the Company. In these circumstances, we may consider the conduct of the reporting individual in reporting the information as a mitigating factor in any disciplinary decision.

Protection for Persons Reporting Questionable Behavior

Our commitment to promoting the highest ethical standards includes a responsibility to foster an environment that allows employees to report violations without the fear of retaliation or retribution. You will not be disciplined, lose your job, or be retaliated against in any other way for asking questions or voicing concerns about our legal or ethical obligations, as long as you are acting in good faith. "Good faith" does not mean that you have to be right—but it does mean that you believe that you are providing truthful information. The important thing is that you bring your question or concern to the Company’s attention through one of the available channels.

Employees must never be discouraged from using any available channel within the Company. Even simple questioning of a person reporting a violation can lead to unintentional retaliation, as it may make that person feel that he or she did something wrong by choosing one method over another. Any person reporting a violation under the Codes must be able to choose whichever method he/she is most comfortable with to communicate his/her concern to the Company.

Any employee who retaliates against another employee for reporting known or suspected violations of our legal or ethical obligations will be in violation of the Codes and subject to disciplinary action, up to and including dismissal. Retaliation may also be a violation of the law, and as such, could subject both the individual offender and the Company to legal liability.

Waivers and Amendments

It may be appropriate for a provision of the Codes to be waived in a particular circumstance. Any employee seeking a waiver should speak to his or her supervisor, who in turn should contact the Corporate Legal Department or Director of Corporate Audit to address the waiver request.

Any waiver of the Codes for the executive officers (including any senior officers who are otherwise not an executive officer) or directors of the Company must be made only by the Board of Directors or a committee of the Board of Directors and will be disclosed in accordance with the applicable requirements of the SEC and the New York Stock Exchange.

Any amendment to a provision of the Codes that applies to the senior officers will be disclosed in accordance with the applicable requirements of the SEC and the New York Stock Exchange.

CONCLUSION

The purpose of this Code is to provide a statement of certain key policies and procedures for conducting our Company’s business in a legally and ethically appropriate manner, but no document can achieve the level of principled compliance that we are seeking. In reality, each of us must strive every day to maintain our awareness of these issues and to comply with the Code's principles to the best of our abilities. Before we take an action, we must always ask ourselves:

• Does it feel right?
• Is this action ethical in every way?
• Is this action in compliance with the law?
• Could my action create an appearance of impropriety?
• Am I trying to fool anyone, including myself, about the propriety of this action?

If an action would elicit the wrong answer to any of these questions, do not take it. We cannot expect perfection, but we do expect good faith. If you act in bad faith or fail to report illegal or unethical behavior, then you will be subject to disciplinary procedures. We hope that you agree that the best course of action is to be honest, forthright and to do the right thing at all times.

ACKNOWLEDGEMENT OF RECEIPT

I have received the Gerber Scientific Code of Business Conduct and Ethics (the "Code"). I recognize that I have a responsibility to read the Code and familiarize myself with the policies of the Company. I further acknowledge that neither the Code, nor any Company policies referenced in it, constitute an employment contract or a guarantee of continued employment with Gerber Scientific, its subsidiaries and/or affiliates, and that the Company reserves the right to modify its policies and this Code at any time.