INTRODUCTION

This document provides information about our Code of Business Conduct and Ethics. All directors, officers and employees are individually and collectively responsible for managing our business activities in full compliance with the Code and applicable law. You should carefully review this document. By accepting a position or continuing to serve as a director, officer or employee, you are agreeing to comply with the Code. Failure to read or acknowledge the Code will not exempt any employee from the responsibility to comply with the Code, applicable laws and all other policies applicable to his or her employment.

WHO MUST COMPLY WITH THE CODE?

The Code applies to the Company. Any reference to “employees” including directors, officers and employees of the Company.

HOW TO USE THE CODE

The Code summarizes various legal and regulatory requirements and business practices applicable to business activities conducted on behalf of the Company. It should be treated as a guide in making day-to-day business decisions. It is not intended to address every legal or ethical question that may arise, nor does it replace other more detailed policies. Individual business units may also adopt standards or codes of conduct applying to their activities and employees.

HOW TO ASK QUESTIONS AND COMMUNICATE CONCERNS

If you want guidance regarding a particular practice or compliance issue, or if you wish to report a violation or questionable behavior, you should contact your supervisor in the event you are unable to discuss the issue with your supervisor see Human Resources department.

To the extent it is legally possible to do so, the Company will maintain the confidentiality of anyone who is requesting guidance or who is reporting a violation or other questionable behavior. The Code prohibits any employee from retaliation or taking any other adverse action against another for reporting a violation or raising a legal or ethical concern.

HONEST AND ETHICAL CONDUCT

We will exhibit and promote the highest standards of honor and ethical conduct in all of our dealings relating to the business of the Company. That means, among other things, that we will work to develop business relationships through open and honest communication. No one should take unfair advantage of another through manipulation, concealment or abuse of privileged information, misrepresentation of material facts or any other unfair practice.

CONFLICTS OF INTEREST

We will act, at all times, in the Company’s best interest and will use our best efforts to avoid the appearance of, as well as any actual, conflict of interest.


A “conflict of interest” may exist whenever an employee’s private interests interfere or conflict in any way with the interests of the Company as a whole. A conflict may exist when an employee takes actions or has interests that make it difficult to perform his or her work objectively and effectively. Conflicts may also arise when an employee or a member of his or her family receives an improper personal benefit as a result of the employee’s position in the Company, whether received from the Company or a third party.


Each employee should promptly report any situation, which may involve an actual or potential conflict of interest to his or her supervisor. Any transaction or other conflict of interest situation involving an employee, if fully disclosed and approved by an appropriate Company decision-maker, will not be deemed to violate this Code.

GIFTS AND PAYMENTS

We will not offer, give, solicit or accept any form of bribe, payoff, unlawful gratuity or kickback to or from any person. In addition to being a violation of this Code, such conduct may subject the Company and the involved individuals to criminal penalties. Employees also should refrain from making or receiving gifts in circumstances that may give rise to an actual or apparent conflict of interest.


Employees may give or accept gifts so long as doing so (i) complies with applicable law, (ii) does not violate any company policy applicable to the giver or the receiver of the gift and (iii) is consistent with accepted business practices and customs, including practice and custom in the locale where business is being conducted. The Company encourages discretion and moderation when providing or accepting gifts or entertainment.


Illegal payments to government officials are strictly prohibited. With respect to foreign activities, the U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to foreign government officials or foreign political candidates in order to obtain or retain business

CORPORATE OPPORTUNITIES

We owe a duty to the Company to advance its legitimate business interests. That means, among other things, that no employee should take for his or her own benefit (or direct 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 rejected it. It may be difficult to determine what benefits are personal and what benefits properly belong to the Company, and there may be activities in which there are both personal and Company benefits. Questions as to whether a proposed action that is not solely for the benefit of the Company should be referred, in advance of the taking of that action, to your supervisor.

CONFIDENTIAL OR PROPRIETARY INFORMATION

e will maintain the confidentiality of all proprietary or confidential information belonging to the Company, except when disclosure is authorized or legally required. Confidential information may include, for example, non-public information that might be of use to a competitor of the Company, or harmful to the Company, if disclosed. Confidential information obtained in the course of employment with the Company may not be used for personal gain during or after the term of employment.


We will comply with laws and other legal requirements governing rights to and protection of patents, copyrights, trademarks, trade secrets and other forms of intellectual property owned by the Company and third parties. We will use software and information only in accordance with applicable licenses or other rights of use.

PROTECTION AND PROPER USE OF THE COMPANY’S ASSETS

We will protect the Company’s assets and will use our best efforts to ensure their proper and efficient use. Company assets should be used for legitimate business purposes, except (when properly authorized) for limited personal use that does not interfere with the Company’s business.

COMPLIANCE WITH LAWS AND REGULATORY REQUIREMENTS

We will respect and comply with the laws, rules and regulations of the United States and the states, counties, cities, countries and other jurisdictions in which the Company conducts its business, or which are otherwise applicable to the Company.

REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

Each employee has the right and the obligation to seek and obtain guidance about a compliance issue or business practice. Employees should contact the human resource (HR) department concerning observed illegal or unethical behavior. Employees also may discuss these matters with their direct supervisor or other manager.

NO RETALIATION

The Company will not permit retaliation against any employee who, in good faith, seeks advice concerning, or who reports or complains of violation of this Code or other illegal or unethical conduct. If, however, an employee makes a false report of a violation or of questionable behavior for the purpose of harming another person, the reporting employee will be subject to disciplinary action, up to and including termination.

AMENDMENT, MODIFICATION AND WAIVER

This Code may be amended, modified or waived by the Human Resources of the Company. Any waiver of the Code for directors or executive officers of the Company will be disclosed as required by applicable rules or laws.

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