Corporate Opportunities and Duty of Loyalty

You have a duty of loyalty to the Company, which includes a duty to advance the Company’s legitimate interests when the opportunity to do so arises.  Accordingly, you may not use your position or the Company’s name, property, information or good will for personal gain or for the gain of others.  You are further prohibited from taking advantage of an opportunity that is discovered through the use of any corporate property, information, contacts or your position with the Company.  All such opportunities, actual or perceived, should be reported to your immediate supervisor.

The Audit and Corporate Governance Committee of the Board of Directors is charged with the responsibility of reviewing relationships with any non arms-length party and it will consider such matters as a part of its periodic review of the relationship.

Outside directors of the Company may have a variety of other business relationships involving duties of loyalty.  In addition, outside directors do not, as a general matter, have the same obligation as officers and employees to bring corporate opportunities to the Company.  For these reasons, the Code does not apply to outside directors of the Company with respect to issues involving duties of loyalty or corporate opportunities and such issues, to the extent they arise, are to be resolved directly with the Board of Directors.