Code of Business Conduct and Ethics
 

The following scenarios are prohibited for antitrust or anti-competition reasons:
• Proposals or agreements or understanding-express or implied, formal or informal, written or oral-with any competitor regarding any aspect of   competition between the Company and the competitor for sales to third parties.
• Proposals or agreements or understanding with customers which restrict the price or other terms at which the customer may resell or lease any   product to a third party.
• Proposals or agreements or understanding with suppliers which restrict the price or other terms at which the Company may resell or lease any   product or service to a third party.
The following arrangements could raise anti-competition or antitrust law issues. Before entering into them, consult with the Legal department:
• Exclusive arrangements for the purchase or sale of products or services.
• Bundling of goods and services.
• Technology licensing agreements that restrict the freedom of the licensee or licensor.
• Agreements to add an emploee of the Company to another entity's board of Directors.

BRIBERY
You are strictly forbidden from offering, promising or giving money, gifts, loans, rewards, favors or anything ofvalue to any governmental official, employee, agent or other intermediary (either inside or outside the United States)which is prohibited by law. Those paying a bribe may subject the Company and themselves to civil and criminal penalties. When dealing with government customers or officials, no improper payments will be tolerated. If you receive any offer of money or gifts that is intended to influence a business decision, it should be reported to your supervisor or the General Counsel immediately. The Company prohibits improper payments in all of its activities, whether these activities are with governments or in the private sector.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS
The Company's goal and intention is to comply with the laws, rules and regulations by which we are governed. Infact, we strive to comply not only with requirements of the law but also with recognized compliance practices. Allillegal activities or illegal conduct are prohibited whether or not they are specifically set forth in this Code. Where law does not govern a situation or where the law is unclear or conflicting, you should discuss the situation with your supervisor and management should seek advice from the Legal department. Business should always be conducted in a fair and forthright manner. Directors, officers and employees are expected to act according to high ethical standards.

COMPUTER AND INFORMATION SYSTEMS
For business purposes, officers and 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 productivityand to efficiently manage proprietary information in a secure and reliable manner. You must obtain the permissionfrom the Information Technology Services department to install any software on any Company computer or connectany personal laptop to the Company network. As with other equipment and assets of the Company, we are eachresponsible for the appropriate use of these assets. Except for limited personal use of the Company's telephones and computer/e-mail, such equipment may be used only for business purposes. Officers and employees should not expect a right to privacy of their e-mail or Internet use. All e-mails or Internet use on Company equipment is subject to monitoring by the Company.

CONFIDENTIAL INFORMATION BELONGING TO OTHERS
You must respect the confidentiality of information, including, but not limited to, trade secrets and other information given in confidence by others, including but not limited to partners, suppliers, contractors, competitors or customers,just as we protect our own confidential information. However, certain restrictions about the information of others may place an unfair burden on the Company's future business. For that reason, directors, officers and employees should coordinate with the Legal department to ensure appropriate agreements are in place prior to receiving any confidential third-party information. These agreements must reflect a balance between the value of the information received on the one hand and the logistical and financial costs of maintaining confidentiality of the information and limiting the Company's business opportunities on the other. In addition, any confidential information that you may possess from an outside source, such as a previous employer, must not, so long as such information remains confidential, be disclosed to or used by the Company. Unsolicited confidential information submitted to the Company should be refused, returned to the sender where possible and deleted, if received via the Internet.

CONFIDENTIAL AND PROPRIETARY INFORMATION
It is the Company's policy to ensure that all operations, activities and business affairs of the Company and our business associates are kept confidential to the greatest extent possible. Confidential information includes all nonpublic information that might be of use to competitors, or that might be harmful to the Company or its customers if disclosed. Confidential and proprietary information about the Company or its business associates belongs to the Company, must be treated with strictest confidence and is not to be disclosed or discussed with others. Unless otherwise agreed to in writing, confidential and proprietary information includes any and all methods, inventions, improvements or discoveries, whether or not patentable or copyrightable, and any other information of a similar nature disclosed to the directors, officers or employees of the Company or otherwise made known to the Company as a consequence of or through employment or association with the Company (including information originated by the director, officer or employee). This can include, but is not limited to, information regarding the Company's business, products, processes, and services. It also can include information relating to research, development, inventions, trade secrets, intellectual property of any type or description, data, business plans, marketing strategies, engineering, contract negotiations, contents of the Company intranet and business methods or practices. The following are examples of information that is not considered confidential:
• Information that is in the public domain to the extent it is readily available;
• Information that becomes generally known to the public other than by disclosure by the Company or a director, officer or employee; or
• Information you receive from a party that is under no legal obligation of confidentiality with the Company with respect to such information.

We have exclusive property rights to all confidential and proprietary information regarding the Company or our business associates. The unauthorized disclosure of this information could destroy its value to the Company and give others an unfair advantage. You are responsible for safeguarding Company information and complying with established security controls and procedures. All documents, records, notebooks, notes, memoranda and similar repositories of information containing information of a secret, proprietary, confidential or generally undisclosed nature relating to the Company or our operations and activities made or compiled by the director, officer or employee or made available to you prior to or during the term of your association with the Company, including any copies thereof, unless otherwise agreed to in writing, belong to the Company and shall be held by you in trust solely for the benefit of the Company, and shall be delivered to the Company by you on the termination of your association with us or at any other time we request.


Go to Page 3