Exhibit
14.1
PLASTRON
ACQUISITION CORP. II
CORPORATE
CODE OF ETHICS AND CONDUCT
Approved:
December 31, 2007
TABLE
OF CONTENTS
1.
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General
Policy |
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2
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2.
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Compliance
with the Law |
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3
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3.
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Stocks |
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3
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4.
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Confidential
Information |
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3
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5.
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Special
Ethical Obligations For Employees With Public Reporting
Responsibilities |
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4
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6.
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Continuing
Disclosure Obligations and Accuracy of Business Records |
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5
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7.
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Protection
and Proper Use of Company Assets |
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5
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8.
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Corporate
Opportunities |
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6
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9.
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Fair
Dealing |
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6
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10.
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Conflicts
of Interest |
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6
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11.
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Gifts,
Meals and Entertainment |
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7
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12.
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Interacting
with the Government |
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8
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13.
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Privacy
and Employee Relations |
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8
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14.
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Market
Competition |
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8
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15.
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Purchasing |
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9
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16.
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Political
Contributions |
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9
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17.
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Exports
and Imports |
|
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9
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18.
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Media/Public
Relations and Governmental Inquiries |
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10
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19.
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Response
to Investigations or Government Inquiries |
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10
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20.
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Document
Retention Policy |
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11
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|
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Amendments
And Waivers |
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11
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Employee
Certification and Agreement of Compliance
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12
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Plastron
Acquisition Corp. II
Corporate
Code of Ethics and Conduct
1. General
Policy
It
is the
policy of Plastron Acquisition Corp. II (“we”,
“us”, “our,” or the
“Company”) to conduct business in compliance with all applicable laws, rules and
regulations. Further, it is our policy to conduct business with integrity.
We
make this commitment to our customers, to our partners, to our shareholders,
to
our community, to those government agencies that regulate the Company, and
to
ourselves.
Each
Company employee, officer and director, as well as agents and contractors
working on behalf of the Company, must work to comply with the policies set
forth in this Code of Ethics and Conduct (the “Code”). All employees, officers
and directors should review this Code and make sure that these policies guide
their actions. Because of the complex and changing nature of legal requirements,
each member of the Company must be constantly vigilant to ensure that their
conduct complies with the Code. If any employee, officer or director becomes
aware of an issue of legal compliance which is not adequately addressed in
this
Code, you should notify your supervisor or the Chief Financial Officer.
The
Company takes compliance with laws, regulations, rules and the Code seriously.
Any violation of such will result in disciplinary action. Such action may
include an oral or written warning, disciplinary probation, suspension,
reduction in salary, demotion, or dismissal from employment. These disciplinary
actions also may apply to an employee’s supervisor who directs or approves the
employee’s improper actions or is aware of those actions, but does not act
appropriately to correct them or fails to exercise appropriate
supervision.
If
a
question arises as to whether any action complies with the Company policies
or
applicable law, an employee, officer or director should present that question
directly to the Company’s General Counsel (the “Compliance Officer”). The
Compliance Officer’s telephone number (the “Compliance Line”) is (212) 277-5301.
The Compliance Officer may also be contacted at the following e-mail address:
callen@broadbandcapital.com. Concerns about violations of any part of this
Code
made to the telephone number may be made anonymously. Any
calls, detailed notes and/or emails will be dealt with confidentially. Simply
ask your question or give any information you may have. In raising an issue,
you
may remain anonymous, although you are encouraged to identify yourself. Should
you choose to identify yourself, your identity will be kept confidential to
the
extent feasible or permissible under the law. All employees, officers and
directors and agents of the Company have the commitment of the Company and
of
the Audit Committee of the Company’s Board of Directors that they will be
protected from retaliation. However,
the Company reserves the right to discipline anyone who knowingly makes a false
accusation, provides false information to the Company or has acted
improperly. Failure
to report known or suspected wrongdoing of which any member of the Company
has
knowledge may, by itself, subject that person to disciplinary
action.
This
Code
highlights important legal principles with which employees, officers and
directors and agents are expected to be familiar. The fact that this Code does
not specifically reference other applicable laws (some of which may be covered
in other the Company policies), does not diminish their importance or
application.
2. Compliance
with the Law
The
Company seeks to comply with all applicable government laws, rules and
regulations. We need the cooperation of all employees, officers and directors
to
do so and to bring lapses or violations to light. While some regulatory schemes
may not carry criminal penalties, they control the licenses and certifications
that allow the Company to conduct its business. The Company’s continued ability
to operate depends upon your help for compliance.
3. Stocks
Because
our stock may become a publicly traded security, certain activities of the
Company are subject to certain provisions of the federal securities laws. These
laws govern the dissemination or use of information about the affairs of the
Company or its subsidiaries or affiliates, and other information which might
be
of interest to persons considering the purchase or sale of our stock. Violations
of the federal securities laws could subject you and the Company to stiff
criminal and civil penalties. Accordingly, the Company does not sanction and
will not tolerate any conduct that risks a violation of these laws.
a. Disclosure
of Transactions in Company’s Securities
The
Securities and Exchange Commission (“SEC”) requires continuing disclosure of
transactions in the Company’s publicly traded securities by the Company, its
directors, officers, major shareholders and other affiliated persons. We are
committed to complying with obligations related this disclosure.
b. Insider
Trading
It
is
illegal for any person, either personally or on behalf of others, (i) to buy
or
sell securities while in possession of material nonpublic information, or (ii)
to communicate (to “tip”) material nonpublic information to another person who
trades in the securities on the basis of the information or who in turn passes
the information on to someone who trades. All directors, officers, employees
and
temporary insiders, such as accountants and lawyers, must comply with these
“insider trading” restrictions.
4. Confidential
Information
You
may
be entrusted with the Company’s confidential business information. You are
required to safeguard and use such information only for the Company’s purposes.
Confidential information includes all non-public information that might be
of
use to competitors, or harmful to the Company or its customers, if disclosed.
You are expected to maintain the confidentiality of any and all such information
entrusted to you by the Company or our customers or partners. Examples of
confidential business information include, but are not limited to: the Company’s
trade secrets, business trends, information on clinical trial results, the
status of regulatory approvals for our product candidates, product development
programs, detailed sales and cost figures, new product or marketing plans,
research and development ideas or information, manufacturing or drug discovery
processes, and information about potential collaborations, joint ventures,
acquisitions, divestitures and investments. Failure to observe this duty of
confidentiality may compromise our competitive advantage over competitors and
may additionally result in a violation of securities, antitrust or employment
laws. It may also violate agreements providing for the protection of such
confidential information the Company has entered into with third parties. You
should not discuss confidential Company information outside the Company, even
with your own family.
The
business purpose of the Company is to seek the acquisition of, or merger with,
an existing company. As a result, confidentiality becomes a particularly
sensitive matter once negotiations have commenced and/or when the Company enters
into a letter of intent concerning any target business. The Company’s business
information and all related and ancillary documents contain information that
is
of a confidential nature which therefore must be treated in a confidential
manner. You may not, directly or indirectly, disclose or permit affiliates
or
representatives to disclose any of such information to any other person or
reproduce such information in whole or in part, without the prior written
consent of the Company.
At
any
time prior to a potential merger transaction, the lack of public trading does
not in any way effect your obligation and responsibility to maintain all
information as highly confidential. You may also possess sensitive, privileged
information about our partners. These parties properly expect that this
information will be kept confidential. The Company takes very seriously any
violation of a partner’s confidentiality and will not tolerate such conduct.
5. Special
Ethical Obligations for Employees with Public Reporting
Responsibilities
We
are
also committed to carrying out all continuing disclosure obligations in a full,
fair, accurate, timely and understandable manner. Depending on their position
with the Company, employees, officers or directors may be called upon to provide
information to assure that the Company’s public reports are complete, fair and
understandable. The Company expects all of its personnel to take this
responsibility very seriously and to provide prompt and accurate answers to
inquiries related to the Company’s public disclosure requirements.
Employees,
officers and directors should promptly report to the Compliance Officer any
conduct that the individual believes to be a violation of law or business ethics
or of any provision of the Code, including any transaction or relationship
that
reasonably could be expected to give rise to such a conflict. Violations,
including failures to report potential violations by others, will be viewed
as a
severe disciplinary matter that may result in personnel action, including
termination of employment.
6. Continuing
Disclosure Obligations and Accuracy of Business
Records
In
order
to support all our disclosure obligations, it is our policy to record and report
our factual information honestly and accurately. Failure to do so is a grave
offense and will subject an individual to severe discipline by the Company,
as
well as possible criminal and civil penalties.
Compliance
with established accounting procedures, the Company’s system of internal and
disclosure controls and generally accepted accounting principles are necessary
at all times. In order to achieve such compliance, the Company’s records, books
and documents must accurately reflect the transactions and provide a full
account of the Company’s assets, liabilities, revenues and expenses. Knowingly
entering inaccurate or fraudulent information into the Company’s accounting
system is unacceptable and may be illegal. Any individual that has knowledge
that an entry or process is false and material are expected to consult the
Compliance Officer. In addition, it is the responsibility of each member of
the
Company to give their cooperation to the Company’s authorized internal and
external auditors.
Every
individual should also be aware that almost all business records of the Company
may become subject to public disclosure in the course of litigation or
governmental investigation. Records are also often obtained by outside parties
or the media. Employees should therefore attempt to be as clear, concise,
truthful and accurate as possible when recording any information. They must
refrain from making legal conclusions or commenting on legal positions taken
by
the Company or others. They must also avoid exaggeration, colorful language,
and
derogatory characterizations of people and their motives. The Company will
not
tolerate any conduct that creates an inaccurate impression of the Company’s
business operations.
7. Protection
and Proper Use of Company Assets
Employees,
officers and directors should protect the Company’s assets and ensure their
efficient use. Theft, carelessness and waste have a direct impact on the
Company’s profitability. All Company assets should be used for legitimate
business purposes.
a. Computers,
the Internet and Email
Everyone
who works with the Company’s computer-based resources is responsible for their
appropriate use and protection from theft, damage or loss. Employees should
take
care to understand the risks and protect and ensure that the security features
of the computer-based resources are not compromised. Information created,
transmitted or accessed on Company networks is Company property and the Company
reserves the right to monitor or restrict access to it.
Computer
software used in connection with the Company’s business must be properly
licensed and used only in accordance with that license. Using unlicensed
software could constitute copyright infringement. If an employee has any
questions as to whether his or her use of computer software is licensed, he
or
she should consult with the Company’s Information Technology
Department.
The
same
level of care should be taken when using the Company’s e-mail, internet and
voice mail systems as is used in written documents. For example, confidential
information about the Company should not be disclosed on electronic bulletin
boards, in chat rooms or posted on an internet website.
8. Corporate
Opportunities
Employees,
officers and directors are prohibited from (a) taking for yourself personally
opportunities that you discover through the use of Company property, information
or position, (b) using Company property, information or position for personal
gain, and (c) competing with the Company. An employee, officer or director
owes
a duty to the Company to advance its legitimate interests when the opportunity
to do so arises.
9. Fair
Dealing
Employees,
officers and directors should endeavor to deal fairly with the Company’s
customers, partners, suppliers, competitors and employees. You should not take
unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
unfair-dealing practices.
10. Conflicts
of Interest
The
Company employees, officers and directors should avoid all potential conflicts
of interest or situations that give the appearance of such conflict of interest.
A conflict of interest occurs when the private interest of a the Company
employee (or an immediate family or household member or someone with whom you
have an intimate relationship) interferes, in any way -- or even appears to
interfere -- with the duties performed by the Company employee or with the
interests of the Company as a whole. A conflict situation can arise when an
employee, officer or director takes actions or has interests that may make
it
difficult to perform his or her work objectively and effectively. A conflict
of
interest may also arise when an employee, officer or director, or a member
of
his or her family, receives improper personal benefits as a result of his or
her
position in the Company. Loans to, or guarantees of obligations of, such persons
are of special concern.
There
may
be a conflict of interest between our management and our non-management
stockholders. A
conflict of interest creates the risk that management may have an incentive
to
act adversely to the interests of other investors. A conflict of interest may
arise between our management's personal pecuniary interest and its fiduciary
duty to our stockholders. Further, our management's own pecuniary interest
may
at some point compromise its fiduciary duty to our stockholders. In addition,
the Company’s officers and directors are currently involved with other publicly
held, non-trading companies and conflicts in the pursuit of business
combinations with such other companies with which they and other members of
our
management are, and may be the future be, affiliated with may arise. Our
officers and directors therefore should use the utmost care to ensure they
use
their best efforts to comply with the obligations set forth above.
11. Gifts,
Meals and Entertainment
a. Entertainment
and Gifts
The
Company recognizes that in some instances, gifts and entertainment can provide
an entirely appropriate means of furthering a business relationship. However,
no
employee, officer or director should accept or provide gifts of more than $50
in
connection with their business dealings. The offer or receipt of any such gift
over $50 should be reported immediately to the Compliance Officer. Normal
business courtesies involving no more than ordinary amenities (such as lunch,
dinner, a spectator event, or a golf game) are permitted, as are token non-cash
gifts of nominal value. The guiding principle and spirit of this code is that
no
gift, favor or entertainment, whether a single event or a pattern of behavior,
should be accepted or provided if it will obligate, or appear to obligate,
the
recipient. If you are uncertain about the propriety of a gift, you should
contact the Compliance Officer for guidance.
b. Relationships
with Government Personnel
Separate
and more stringent gift, meals, and entertainment rules apply to dealings with
government officials. Federal and state anti-kickback laws prohibit the Company
and its representatives from knowingly and willfully offering, paying,
requesting, or receiving any money or other benefit, directly or indirectly,
in
return for obtaining or rewarding favorable treatment in connection with the
award of a government contract. Any employee who becomes aware of any such
conduct should immediately report it to the Compliance Officer.
The
anti-kickback laws must be considered whenever something of value is given
or
received by the Company or its representatives or affiliates that is in any
way
connected to work performed for the government. There are many transactions
that
may violate the anti-kickback rules. As a result, no one acting on behalf of
the
Company may offer or accept gifts, loans, rebates, services, or payment of
any
kind to or from government suppliers and vendors without first consulting the
Compliance Officer.
c. Business
Dealings in Foreign Countries
Federal
law prohibits U.S. companies, and those acting on their behalf, from bribing
foreign officials to obtain or retain business. Foreign officials include
officers and employees of a foreign government or of a foreign governmental
department or agency. Indirect payments including those to agents or third
parties with the knowledge that at least a portion of the payment will be given
to a foreign official for an illegal purpose are prohibited. The Company will
not tolerate any conduct that violates this law.
12. Interacting
with the Government
We
are
committed to being a “good corporate citizen” and the Company values its good
relations with local, state, federal and foreign governments.
The
Company’s policy is to deal honestly and fairly with government representatives
and agents and to comply with valid and reasonable governmental requests and
processes. Be truthful and straightforward in your dealings with governmental
representatives and do not direct or encourage another Company employee (or
someone else) to provide false or misleading information to any government
agent
or representative. Do not direct or encourage anyone to destroy records relevant
to a fact-finding process.
In
recent
years certain foreign governments have sought to restrict opportunities for
local companies to become public trading companies in the United States,
including through the reverse merger process, which may be a manner in which
we
complete a business combination with such a foreign enterprise.
The
foregoing obligations are important in the face of these additional restrictions
and our employees, officers and directors are strongly encouraged to work with
capable representatives to assist in assuring that all transactions with foreign
companies fully comply with local law.
13. Privacy
and Employee Relations
Even
though an employee’s non-work-related activities outside of the Company are
considered personal business, employees should always remember that they are
a
representative of the Company. All employees, officers and directors should
review the Company’s policies regarding diversity, discrimination, workplace
harassment (including sexual harassment), health and safety and related
matters.
14. Market
Competition
The
Company is committed to complying with all state and federal antitrust laws.
The
purpose of the antitrust laws is to preserve the competitive free enterprise
system. The antitrust laws in the United States are founded on the belief that
the public interest is best served by vigorous competition, free from collusive
agreements among competitors on price or service terms. The antitrust laws
help
preserve the country’s economic, political, and social institutions; the Company
is firmly committed to the philosophy underlying those laws.
While
the
antitrust laws clearly prohibit most agreements to fix prices, divide markets,
and boycott, they also proscribe conduct that is found to restrain competition
unreasonably. This can include, depending on the facts and circumstances
involved, certain attempts to tie or bundle services together, certain
exclusionary activities, and certain agreements that have the effect of harming
a competitor or unlawfully raising prices. Any questions that arise in this
area
should be addressed to the Compliance Officer.
15. Purchasing
Purchasing
decisions must be made in accordance with applicable Company policy. In
addition, the prohibitions discussed in Section 11 of this Code, entitled
“Gifts, Meals and Entertainment” apply to purchasing decisions made on behalf of
the Company. Purchasing decisions must in all instances be made free from any
conflicts of interest that could affect the outcome. The Company is committed
to
a fair and objective procurement system which results in the acquisition of
quality goods and services for the Company at a fair price.
16. Political
Contributions
The
Company believes that our democratic form of government benefits from citizens
who are politically active. For this reason, the Company encourages each of
its
employees to participate in civic and political activities in his or her own
way.
The
Company’s direct political activities are, however, limited by law. Corporations
may not make any contributions -- whether direct or indirect -- to candidates
for federal office. Thus, the Company may not contribute any money or products,
or lend the use of vehicles, equipment, or facilities, to candidates for federal
office. Nor may the Company make contributions to political action committees
that make contributions to candidates for federal office. Neither the Company,
nor supervisory personnel within the Company, may require any employees to
make
any such contribution. Finally, the Company cannot reimburse its employees
for
any money they contribute to political candidates or campaigns.
Many
state laws also limit the extent to which corporations and individuals may
contribute to political candidates. Any question about the propriety of
political activity or contribution should be directed to the Compliance
Officer.
17. Exports
and Imports
There
are
many U.S. laws governing international trade and commerce which serve to limit
the export of certain products to certain countries. The Company is committed
to
complying with those laws. Under no circumstances will the Company make sales
contrary to U.S. export laws. Because these regulations are complicated and
change periodically, employees and agents seeking to make a sale to a customer
in a foreign country must first confirm the legal trade status of that country.
If an employee or agent is uncertain about whether a foreign sale complies
with
U.S. export laws, he or she must contact the Compliance Officer for guidance.
The Company employees and agents should be aware that there are also many U.S.
laws that govern the import of items into the United States. Among other things,
these laws control what can be imported into the United States, how the articles
should be marked, and the amount of duty to be paid. The Company complies with
all U.S. import laws. If an employee or agent is uncertain about whether a
transaction involving the importation of items into the United States complies
with these laws, he or she must contact the Compliance Officer for
guidance.
18. Media/Public
Relations and Governmental Inquiries
When
the
Company provides information to the news media, securities analysts and
stockholders, it has an obligation to do so accurately and completely. In order
to ensure that the Company complies with its obligations, employees receiving
inquiries regarding the Company’s activities, results, plans or position on
public issues should refer the request to the Company’s Chief Executive Officer,
Chief Financial Officer, or the designated corporate spokesperson. The Company
employees may not speak publicly for the Company unless specifically authorized
by senior management.
Although
unlikely, a government representative may seek to interview an employee
regarding the Company’s business activities or an employee’s work at the
Company. If an employee is contacted by a government agent or representative
and
asked to provide information, contact the General Counsel at (212)
277-5301.
Occasionally,
someone will arrive unexpectedly or a government representative may seek to
inspect Company property. If this happens, an employee should immediately notify
his or her manager or supervisor and contact the General Counsel at (212)
277-5301.
19. Response
to Investigations or Government Inquiries
Numerous
state and federal agencies have broad legal authority to investigate the Company
and review its records. The Company will comply with subpoenas and respond
to
governmental investigations as required by law. The Compliance Officer is
responsible for coordinating the Company’s response to investigations and the
release of any information.
If
an
employee or officer receives an investigative demand, subpoena, or search
warrant involving the Company, it should be brought immediately to the
Compliance Officer. No documents should be released or copied without
authorization from the Compliance Officer or the Company’s legal counsel. If an
investigator, agent or government auditor comes to the Company’s corporate
headquarters, the Chief Executive Officer should be contacted immediately.
In
the absence of the Chief Executive Officer, contact the Company’s Compliance
Officer. Ask the investigator to wait until the contacted individual arrives
before reviewing any documents or conducting any interviews. The Compliance
Officer, his designee, or the Company’s legal counsel is responsible for
assisting with any interviews. If the Company’s employees are approached by
government investigators and agents while they are away from the Company’s
premises and asked to discuss Company affairs, the employee has the right to
insist on being interviewed during business hours with a supervisor or counsel
present. Alternatively, any employee may choose to be interviewed or not to
be
interviewed at all. The Company recognizes the choice of how to proceed in
these
circumstances is left entirely to the employee. If an employee chooses to speak
with government personnel, it is essential that the employee be truthful.
Questions may be directed to the Compliance Officer.
The
Company employees are not permitted to alter, remove, or destroy documents
or
records of the Company except in accordance with regular document retention
and
destruction practices.
20. Document
Retention Policy
The
Company has a document retention policy in place to provide reasonable and
consistent standards and procedures for the retention and disposal of accounting
and financial documents and that provide a routine business practice of
maintaining records for a predetermined period of time.
21. Amendments
and Waivers
This
Code
applies to all the Company employees, officers and directors and will be
distributed to each new employee, officer and director upon commencement of
his
or her employment or other relationship with the Company. The Company reserves
the right to amend, alter or terminate this Code at any time for any reason.
There shall be no substantive amendment or waiver of any part of the Code
affecting the directors, senior financial officers, or executive officers,
except by a vote of the Board of Directors, which will ascertain whether an
amendment or waiver is appropriate and ensure that the amendment or waiver
is
accompanied by appropriate controls designed to protect the Company.
In
the
event that any substantive amendment is made or any waiver is granted, the
waiver will disclosed as required by law or regulations of the NASDAQ National
Market.
This
document is not an employment contract between the Company and any of its
employees, officers or directors
EMPLOYEE
CERTIFICATION AND AGREEMENT OF COMPLIANCE
I
certify
that I have read the Company’s “Corporate Code of Ethics and Conduct” (the
“Code”) and fully understand the obligations set forth in that
document.
The
Code
includes a statement of the Company’s policies, which are designed to ensure
that the Company and its employees conduct the Company’s business in compliance
with all federal and state laws governing its operations and the conduct is
consistent with the highest standards of business and professional ethics.
I
understand that the Code obligates all employees to carry out their duties
for
the Company in accordance with these policies and with applicable laws. I
further understand that any violation of these policies or applicable laws,
or
any deviation from appropriate ethical standards, will subject an employee
to
disciplinary action. Indeed, I understand that even a failure to report such
a
violation or deviation may, by itself, subject an employee to disciplinary
action.
I
am also
aware that in the event that I have any question about whether an action
complies with the Company’s policies or applicable law, I should present that
question to my supervisor or, if appropriate, directly to the Company’s
Compliance Officer.
With
these understandings of my obligations, I agree to act in accordance with the
Company policies set forth in the Code. Having read the Code, I am not currently
aware of any matter that should be brought to the attention of Compliance
personnel as a violation or suspected violation of this Code.
Signed:
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