Code of Business Conduct and Ethics

Section II
A. Corporate Opportunities
     Officers, directors and employees owe a duty to the Company to advance the Company’s legitimate business interests when the opportunity to do so arises. Officers, directors and employees are prohibited from taking for themselves (or directing to a third party) a business opportunity that is discovered through the use of Company property, information or position, unless the Company has already been offered the opportunity and turned it down. More generally, officers, directors and employees are prohibited from using Company property, information or position for personal gain or competing with the Company.
     Sometimes the line between personal and Company benefits is difficult to draw, and sometimes both personal and Company benefits may be derived from certain activities. The only prudent course of conduct is to make sure that any use of Company property or services that is not solely for the benefit of the Company is approved beforehand through the Business Conduct and Ethics Officer.

B. Confidentiality
     In carrying out the Company’s business, officers, directors and employees often learn confidential or proprietary information about the Company, its customers, prospective customers or other third parties. Officers, directors and employees must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. Confidential or proprietary information includes, among other things, any non-public information concerning the Company, including its businesses, financial performance, results or prospects, and any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed.

C. Equal Employment Opportunity and Harassment
     Our focus in personnel decisions is on merit and contribution to the Company’s success. Concern for the personal dignity and individual worth of every person is an indispensable element in the standard of conduct that we have set for ourselves. The Company affords equal employment opportunity to all qualified persons without regard to any impermissible criterion or circumstance. This means equal opportunity in regard to each individual’s terms and conditions of employment and in regard to any other matter that affects in any way the working environment of the employee. We do not tolerate or condone any type of discrimination prohibited by law, including harassment.

D. Protection and Proper Use of Company Assets
     All officers, directors and employees should protect the Company’s assets and ensure their efficient use. All Company assets should be used for legitimate business purposes only.