As an employee of the Company, you may from time to time learn non-public information about the Company or, in some cases, about other companies. It is the policy of the Company that such information may not be disclosed to any person for any purpose (other than authorized disclosures made within the scope of your employment) and you may not use such information for your personal gain.

Information covered by this policy includes all non-public information you learn as a result of your employment at the Company, including any information about the Company, its business, its technology and its securities. It may also include information about other companies and their securities learned as a result of your employment.

As applied to trading in the Company's common stock, the foregoing policy means that you may not purchase or sell the Company's common stock on the basis of material information which has not been disclosed to the public. Neither may you give such information to another person - a "tippee" - who uses it for trading purposes, regardless of whether or not the "tippee" is related to you or is an entity (e.g., a trust) in which you have an interest. You should be aware that violation of this restriction can result in criminal penalties, civil damages, and fines of up to three times the profit gained or loss avoided under the federal securities laws.

"Material information" includes any information which a reasonable person would want to know before making a decision to buy or sell the Company's securities. Furthermore, information unlikely to have a significant impact on the market price of the Company's securities is deemed material. Examples of information that would be deemed material, in most circumstances, include: information regarding potential acquisitions of other companies and dispositions of existing operations; the development of new products and the status of regulatory approvals; earnings statements or estimates; changes in dividend rates; declarations of stock splits and stock dividends; significant litigation; significant shifts in operating or financial circumstances, such as cash-flow reductions or major write-offs; significant changes in management; the possibility of a public offering of securities; and other similar types of information.

If you are in possession of material non-public information, you may trade in the Company's common stock only after official public disclosure of such information and then only when you are certain that the announcement has been sufficiently publicized so that the public has had the opportunity to evaluate the information.