Attached files
file | filename |
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S-1 - ECOSCIENCES, INC. | v191950_s1.htm |
EX-5.1 - ECOSCIENCES, INC. | v191950_ex5-1.htm |
EX-3.1 - ECOSCIENCES, INC. | v191950_ex3-1.htm |
EX-3.2 - ECOSCIENCES, INC. | v191950_ex3-2.htm |
EX-14.1 - ECOSCIENCES, INC. | v191950_ex14-1.htm |
EX-23.1 - ECOSCIENCES, INC. | v191950_ex23-1.htm |
EX-3.1.1 - ECOSCIENCES, INC. | v191950_ex3-1x1.htm |
ON-AIR
IMPACT, INC.
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Code of Business Conduct
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CODE
OF BUSINESS CONDUCT
OF
ON-AIR
IMPACT, INC.
INTRODUCTION
ON-AIR
IMPACT, INC., a Nevada corporation, (the “Company”) has a commitment to moral
conduct, to ethical behavior and to operating within the letter and spirit of
the law.
This Code
is designed to promote honest, ethical and lawful conduct by all employees,
officers and directors of the Company and, specifically, to explain the
Company’s standards of ethical business practices and to stimulate awareness of
ethical and legal issues that may be encountered in carrying out
responsibilities on behalf of the Company.
The
Company recognizes that while it is not possible to define in this Code the
proper conduct and ethical behavior for every situation which may arise, the
Code and your own integrity should provide the answer in most situations. When
uncertainty arises, it is often helpful to reflect on the
following:
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1.
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Will
my action or decision result in my disobeying the law or Company
policy?
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2.
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Would
my action or decision be viewed as fair and appropriate to
others?
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3.
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Would
I feel good if my action or decision was published in the newspaper or if
my family knew about it?
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Whenever
there is doubt about the right ethical or legal choice to make, it is your
obligation to fully disclose the circumstances and seek guidance about the right
thing to do — and continue seeking until guidance is obtained.
Specifically,
if you are in a situation that you believe may involve or lead to a violation of
this Code, you have an affirmative duty to disclose to, and seek guidance from,
a responsible supervisor, the Legal Department, the Ethics Committee or other
appropriate internal authority. Failure to comply with this Code, the Company’s
other corporate policies and procedures, and with federal, state, local and any
applicable foreign laws, will result in disciplinary action which may include
termination of service and, in appropriate cases, referral to law enforcement
authorities.
The
Company encourages the communication of concerns relating to the lawful and
ethical conduct of business, and audit and accounting procedures or related
matters. It is the policy of the Company to protect those who communicate bona
fide concerns from any retaliation for such reporting. Confidential and
anonymous mechanisms for reporting concerns are available and are described in
this Code. However, anonymous reporting does not serve to satisfy your duty to
disclose your potential involvement in a conflict of interest or in unethical or
illegal conduct.
Page 2 of 11
Specific
policy reminders with respect to conflicts of interest (whether actual or
apparent), confidential information and other subjects are discussed below.
Always consult with the Employee Handbook and Policy Manual for additional
specific policies and procedures that supplement and expand on provisions of
this Code.
CONFLICTS OF
INTEREST
Employees,
officers and directors shall deal with suppliers, customers, and other persons
doing or seeking to do business with the Company in a manner that excludes
consideration of personal advantage. When you work with customers, suppliers and
others who want to do business with the Company, you may not benefit personally.
You should seek to avoid conflicts of interest (and even the appearance of
conflicts) which arise when you personally benefit from your position on behalf
of the Company or misuse the assets of the Company.
While
there is no “bright-line” test for what constitutes a conflict of interest and,
accordingly, not every situation that may give rise to a conflict of interest
can be described in this Code, employees, officers and directors should
avoid:
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1.
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Accepting
compensation from a person or entity (other than compensation from the
Company) for services performed in the course of your duties on behalf of
the Company;
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2.
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Soliciting,
directly or indirectly, from vendors, patrons, or others doing business or
seeking to do business with the Company any kind of gift, cash or other
personal benefit. Except in the instances of common courtesy associated
with accepted business practices and limited in value to an aggregate
amount from all sources of One Hundred Dollars ($100.00) during a twelve
month period, employees, officers and directors may not, directly or
indirectly, accept any gifts, payments, fees, services, privileges, or
trips without a business purpose, loans (other than conventional loans
from lending institutions) or other favors from any person or business
organization that does or seeks to do business with, or is a competitor of
the Company. Entertainment or something of value may never be accepted in
exchange for giving a vendor business or increasing the vendor’s current
level of business. Entertainment from a vendor may be accepted in limited
circumstances, when accompanied by the vendor, if it is related to a
business purpose, and is not excessive in nature (for example, a dinner or
a sports event). All gifts or entertainment received must be fully
described in a written log maintained by each employee, officer and
director, which log shall include a description, including approximate
value, of the gift or entertainment, the name and relationship of the
person or entity providing such gift or entertainment and the date of its
receipt. Under no circumstances may any vice president, director, manager
or any employee authorized to issue complimentaries accept any gratuity of
any kind from a client or vendor without the written permission of the
Chief Executive Officer and Chief Financial
Officer;
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Page 3 of 11
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3.
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Competing,
either directly or indirectly, with the Company or acquiring a financial
interest in an entity or entering into an association that interferes or
might reasonably be thought to interfere, with your independent exercise
of judgment in the best interests of the Company. Each manager and above
shall devote all of his/her business time and energy to the Company and
shall not engage in any other business activity without prior written
consent of the Chief Operating Officer, General Manager or the equivalent
thereof, obtained through the proper chain of
command;
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4.
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Engaging
in a consulting, managerial, employment or investing relationship with a
competitor, patron, vendor or other party dealing with the Company (other
than Minimal Ownership of publicly traded securities as a passive
investment). “Minimal Ownership” means the lesser of (a) under 1% of the
total outstanding class of securities or (b) 5% or less of the employee’s,
director’s or officer’s personal net worth. Employees, their relatives or
friends shall not own a significant financial interest in any business
organization that does or seeks to do business with or is a competitor of
the Company without full written disclosure to and the prior written
approval of the Chief Operating Officer, General Manager or the equivalent
thereof. For purposes of this policy, a relative shall mean a spouse,
parents, in-laws, siblings, children, aunts, uncles, nieces and nephews
and friends shall include a fiancée, business partner, room-mate, or other
close associate or personal friend;
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5.
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Taking
or otherwise appropriating for personal benefit, or for the benefit of any
other person or enterprise, any opportunity or potential opportunity that
arises or may arise in any line of business in which the Company engages
or is likely to engage without first notifying and obtaining the express
approval of the Board. (For example, acquiring, directly or indirectly,
real property, leaseholds, patents or other properties or rights in which
the Company has, or is likely to have, an interest is prohibited unless
approved by the Board.); and
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6.
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Misusing,
taking or otherwise appropriating for personal benefit, or for the benefit
of any other person or enterprise any Company assets or resources,
including but not limited to confidential and proprietary information. The
assets of the Company, including assets issued as complimentaries, are
only to be utilized to advance the business goals of the Company and not
to advance private economic
interests.
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In all
instances, should a conflict or potential conflict arise, the matter must be
disclosed promptly to the Ethics Committee and, if involving an officer the
Board of Directors.
PROPER ACCOUNTING AND RECORD
RETENTION
Employees,
officers and directors are responsible for maintaining all records in an
accurate manner and must fully and fairly disclose the financial condition of
the Company in accordance with all applicable laws, regulations, principles and
standards.
Page 4 of 11
Of
particular importance,
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1.
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The
establishment of any undisclosed or unrecorded fund or asset is
prohibited.
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2.
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The
making of any false or artificial entry on any book or record is
prohibited.
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3.
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The
making of any payment for any purpose other than stated on the document
supporting the payment is
prohibited.
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The
Company has document retention programs designed to retain those documents and
records required by applicable laws and regulations. Documents may only be
destroyed in compliance with these document retention programs. Notwithstanding
these programs, no document may ever be destroyed during a pending investigation
or litigation. Any belief that Company records are being improperly altered or
destroyed must be reported immediately, as set forth in Reporting Violations,
below.
DEALING WITH
AUDITORS
Employees,
officers and directors are prohibited from making false or misleading statements
to any internal auditor or investigator or to any independent auditor or
investigator properly engaged by the Company for a particular purpose.
Employees, officers and directors shall not conceal or fail to reveal any
information necessary to make the statements to such auditor or investigator not
false or misleading.
Furthermore,
no employee, officer or director of the Company shall influence, coerce,
manipulate or mislead any independent public or certified accountant that is
engaged in the performance of an audit of the Company’s financial statements for
the purpose of rendering the statements materially misleading in violation of
such rules as the Securities and Exchange Commission (the “SEC”) adopts.
Inquiries and concerns regarding questionable accounting or auditing matters
should be promptly submitted either through the confidential and anonymous
reporting system described in this Code or directly to the Ethics Committee or
the Chairman of the Audit Committee. (See Reporting Violations,
below.)
DEALING WITH THE
PUBLIC
Employees,
officers and directors represent the Company to the public and at all times are
expected to exhibit the highest standards of professionalism and courtesy and to
act within the bounds of their authority. That means showing our well-known
pride in the Company.
The
Company is committed to providing full, fair and accurate disclosure in all
public communications and in compliance with all applicable law, regulations and
rules. Consistent with this commitment and the Company’s policy regarding
Insider Trading and Fair Disclosure (see below), employees are not authorized to
answer questions from the media, analysts, investors or any other members of the
public.
If you
should receive an inquiry, you should notify the respective property’s Chief
Operating Officer, General Manager or the equivalent thereof of any media
inquiries and the Chief Financial Officer of any financial inquiries. Inquiries
about government regulatory interests, lawsuits and labor/employment issues
should be referred to the Legal Department.
Page 5 of 11
COMPLIANCE WITH LAWS AND
REGULATIONS
The
business of the Company shall always be conducted in full compliance with all
applicable laws, regulations and the policies contained herein. Of particular
importance:
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1.
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The
use of Company funds or assets for any unlawful purpose is
prohibited.
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2.
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Political
contributions by the Company may be made where permitted by law and only
after the Chief Executive Officer and the Chief Financial Officer have
specifically approved them in writing. The Company encourages employees,
officers and directors to participate in the political process in their
individual capacities, including voluntary contributions to candidates or
parties of their choice but only when and to the extent such activity is
allowed by law.
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3.
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Payments
for bribes, kickbacks, and other illegal payments, either directly or
indirectly, to individuals or other entities for any purpose are
prohibited.
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4.
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Delivering
any money or other thing of value to a labor organization or its officers
or agents.
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PROHIBITION ON LOANS TO
EXECUTIVE OFFICERS AND DIRECTORS
The
Company shall not, directly or indirectly, including through any subsidiary,
make or maintain any new extension of credit or arrange for the extension of
credit in the form of a personal loan to or for any director or executive
officer (or equivalent thereof) of the Company. This prohibition includes
corporate guarantees but excludes loans under the Company’s 401(k) plan,
reimbursable travel and similar expenses incurred while performing executive
responsibilities, reimbursable relocation expenses, use of company vehicles for
business purposes, and credit and charge cards used only in connection with
business and limited ancillary personal purposes (e.g., personal items included
in hotel room charges) settled within a reasonable time period (e.g.,
monthly).
CONFIDENTIAL AND PROPRIETARY
INFORMATION
The
Company is justifiably proud of its preeminent position in the airlines
operating and reservation systems industry. That leadership position has been
achieved because of the imagination, initiative and energy with which each
employee, officer and director does his/her job. As a result, the Company has
developed and continues to develop proprietary concepts, programs and approaches
to the business which has and will continue to place it on the leading edge. To
remain there and to protect our Company it is essential that we pay our utmost
attention to the possession, use, and disclosure of confidential
information.
Page 6 of 11
In
consideration of the foregoing, employees, officers and directors are
prohibited, both during and following employment, unless specifically authorized
by the Chief Executive or Operating Officers, from possessing off- Company
premises or disclosing, directly or indirectly, to anyone outside the Company or
to any other employee, officer or director who has no need for the information,
confidential information concerning the Company which has not been disclosed by
the Company to the general public.
Examples
of such information include:
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1.
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Financial
data (e.g., operating results, capital plans and expenditures, budgets,
relationships with vendors, etc.);
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2.
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Development
plans and strategies;
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3.
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Business
plans and strategies;
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4.
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Customer,
patron, outside consultant and supplier lists or
names;
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5.
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Marketing
plans, strategies, analyses and
research;
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6.
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Advertising
plans, strategies, analyses and research;
and
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7.
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Organization
charts, grade and salary data, and policy and procedures
manuals.
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Information
of this type is proprietary to the Company and critical to its success. These
examples are not intended as an exhaustive cataloging of confidential
information nor as a substitute for the exercise of good judgment by employees,
officers and directors concerning confidential information. Any questions as to
whether a proposed use or disclosure of information violates this policy should
be referred promptly to the Ethics Committee for resolution.
INSIDER TRADING AND FAIR
DISCLOSURE
Federal
and state laws prohibit buying, selling or making other transfers of securities
by persons who are aware of material information that is not generally known by,
or available to, the public. These laws also prohibit persons with material
nonpublic information from disclosing that information to others who may trade.
This type of conduct is referred to as “insider trading.” Federal law also
affects when and how a company or a person acting on its behalf may disclose
material nonpublic information to certain persons outside the Company, such as
investment analysts and shareholders. Information is material if there is a
substantial likelihood that a reasonable investor would consider it important in
deciding to buy, hold or sell a security (e.g., earnings estimates, significant
business investments, mergers, acquisitions, dispositions and other
developments, expansion or curtailment of operations, and other activity of
significance).
Accordingly,
no employee, officer or director of the Company may: (a) trade securities of the
Company or any other Company while in possession of material inside information
with respect to that Company; (b) recommend or suggest that anyone else buy,
sell, or hold securities of any Company while the employee is in possession of
material inside information with respect to that Company (this includes formal
or informal advice given to family, household members and friends); and (c)
disclose material inside information to anyone, other than those persons who
need to know such information in order for the Company to properly and
effectively carry out its business (e.g., to lawyers, advisers and other Company
employees working on the matter). Of course, where material inside information
is permitted to be disclosed, the recipient should be advised of its non public
nature and the limitations on its use. Any questions as to whether information
is material or non-public should be directed to the Company’s Legal
Department.
Page 7 of 11
All
employees, officers and directors must provide full, fair and accurate
disclosure in all government filings and public communications. Employees are
not authorized to answer questions from the media, analysts, investors or any
other members of the public. If you should receive such an inquiry, you should
notify the respective property’s Chief Operating Officer, General Manager or the
equivalent thereof of any media inquiries and the Chief Financial Officer of any
financial inquiries.
Inquiries
about government regulatory interests, lawsuits and labor/employment issues
should be referred to the Legal Department.
Additional
guidance regarding insider trading and full disclosure is provided in the
Company’s Policy on Insider Trading and Communications with the Public (the
“Insider Trading Policy”). Each employee, officer and director has an obligation
to read and understand the Insider Trading Policy, and certification of this
Code indicates such understanding.
EMPLOYMENT
PRACTICES
To
compete successfully, the Company must be a place where talent prevails and
where people are free to perform to their highest potential.
Basing
employment and advancement on anything other than a person’s ability and
performance is inexcusable and clearly against the Company’s best interests. As
has always been the case, we do not discriminate against job applicants or
employees because of race, religion, color, national origin, gender, age,
veteran status, handicap or disability. We will also not tolerate any behavior
which fosters an environment of harassment or “jokes” based on physical or
cultural differences. We demand the same from our suppliers and
vendors.
All
employees, officers and directors share the duty to see that our workplace stays
free of these obstacles to productivity.
RELATIONSHIPS WITH CUSTOMERS
AND VENDORS
Fair
Dealing
Employees,
officers and directors are expected to deal fairly with the Company’s suppliers,
customers, competitors and employees. No employee, officer or director should
take unfair advantage through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any other unfair-dealing
practice. We respect the confidentiality and privacy of our suppliers and
customers. Information about the Company’s suppliers, customers, competitors and
employees must be used in an ethical manner and in compliance with the law.
Under no circumstance should information be obtained through theft, illegal
entry, blackmail, or electronic eavesdropping, or through misrepresenting
affiliation with the Company or identity. Any confidential or proprietary
information should not be used if it is suspected that such information has been
obtained improperly.
Page 8 of 11
Similarly,
each employee, officer and director is expected to respect and protect any
confidential or proprietary information shared with the Company unless
disclosure is necessary to comply with statutory requirements, subpoenas, court
orders or other lawful process or properly authorized government investigations.
This information should not be released without proper authorization and should
be used for legitimate business purposes only. Employees and officers should not
divulge any proprietary information about their former employers, nor shall any
employee, officer or director ever ask them to.
Customers
and potential customers are entitled to receive accurate information regarding
prices, capabilities, terms and scheduling. The Company strives to produce
advertisements that are fair, accurate and lawful. False or misleading
statements to sell or market Company products or services are to be strictly
avoided. Immediate efforts should be made to correct any misunderstanding that
may exist with a customer or potential customer.
Antitrust
Antitrust
laws exist to promote competition in order to provide consumers with the best
combination of price and quality and to promote efficiency. The most frequent
antitrust violations involve agreements, whether written or oral, between
competitors that attempt to increase profits by fixing the terms on which they
will compete or by agreeing not to compete against one another in some way.
Employees may never discuss or agree with any competition concerning any of the
following:
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·
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Prices
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·
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Elements
of price
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Offers
or services available to the public
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Rules
or odds of the games
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·
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Comping
guidelines or other marketing
strategies
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Antitrust
is a complex area. If you are uncertain about certain activity, contact your
supervisor or the Legal Department before taking any action. Every employee,
officer and director is required to report promptly to the Legal Department any
misconduct of which he or she is aware, either inside or outside of the Company,
which raises antitrust concerns.
MISCELLANEOUS
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1.
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All
leases, contracts and agreements must be in writing and approved by the
Chief Operating Officer, General Manager or the equivalent thereof of the
Company prior to completion of formal
arrangements.
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Page 9 of 11
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2.
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Employees,
officers and directors shall only use or borrow Company property or assets
in accordance with procedures established
therefor.
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3.
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Any
work, invention, innovation, idea, or product of any kind developed or
produced by an employee or officer during or arising out of his/her
employment or engagement (“Work”) shall be and remain the exclusive
property of the Company. The foregoing applies whether or not such Work
was conceived or performed during Company hours or on Company equipment.
Employees must assist the company in obtaining patents, copyrights, or
other legal protection for such Work for the Company’s benefit (although
same will be the exclusive property of the Company whether or not patented
or copyrighted).
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4.
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In
order to provide the Company with the information necessary to maintain
its position in the industry, employees and officers have the affirmative
obligation to notify in writing the Board of Directors, in the event of
any of the following:
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·
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He/she
is named in a lawsuit as defendant, plaintiff or third-party related to
Company business.
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·
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He/she
is arrested, indicted or convicted of any crime or disorderly persons
offense, excluding traffic
violations.
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·
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He/she
is subpoenaed to testify or produce evidence in any matter related to
Company business.
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·
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He/she
is the subject of an investigation or questioned by any law enforcement or
regulatory agency related to Company
business.
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·
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He/she
is named in a complaint filed by any regulatory
agency.
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5.
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All
computer software and similar materials necessary for an employee to
perform his/her duties will be provided by the Company. No employee,
officer or director shall copy any such software or bring into the
workplace software or other materials not provided by the
Company.
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6.
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All
employees shall comply with all policies and procedures of the Company and
shall notify their supervisor of any known non-compliance by the Company
or other employees.
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7.
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Only
the Chief Operating Officer, General Manager or the equivalent thereof, or
above, has the authority to enter into any agreement concerning employment
of any individual and must do so in
writing.
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SCOPE
This Code
is not meant to be, and in no way could be, all-inclusive. If you have a
question regarding your business conduct, do not hesitate to discuss the
question either with the person to whom you report, or any vice president of the
Company. Designated personnel will be requested to sign a certification at the
time of their initial hiring and periodically thereafter, affirming a knowledge
and understanding of this policy on business conduct and stating they have fully
complied with the policy and, to the extent they have a knowledge of any
violations of the policy, they have reported the same in writing to the Ethics
Committee.
Page 10 of 11
Allegations
of Code violations will be reviewed and investigated by the Company’s Board of
Directors or committee of the Board appointed to serve as the Company’s Ethics
Committee, or, in appropriate circumstances (the “Ethics Committee”), by the
Company’s Audit Committee. Violations of this Code may result in, among other
actions, suspension of work duties, diminution of responsibilities or demotion,
and termination of employment. Any waivers of this Code may be made only by the
Board of Directors. Any waivers for officers or directors must be promptly
disclosed as required by applicable law and/or stock exchange
regulation.
REPORTING
VIOLATIONS
Employees,
officers and directors have a strict obligation to promptly report any known or
suspected conflict or potential conflict of interest or other infraction or
potential infraction of this Code, whether involving self or others, to the
Board of Directors or Ethics Committee. (Employees, officers and directors may
report directly to the Chairman of the Board of Directors or use the
confidential and anonymous reporting system described below. Note that anonymous
reporting does not satisfy an Officer’s obligation to self-report his or her own
violations or potential violations.)
Suspected
policy violations and complaints regarding accounting, internal accounting
controls or auditing matters may be reported (including confidential and
anonymous reports) by telephone, email or letter to the Board of Directors or
Ethics Committee. If the recipient concludes that an asserted
violation of this Code involves a Vice President of the Company or above or
involves a violation or potential violation of the Company’s Code of Ethics for
Principal Officers, he or she shall immediately report such asserted violations
to the Chief Executive Officer and Board of Directors.
Reprisals
for reporting an actual or possible violation of this Code are strictly
prohibited. The Board of Directors shall take appropriate disciplinary action,
including, potentially, dismissal of an employee, officer or director who has
violated this Code and, if called for, refer the matter to regulatory and law
enforcement officials.
***
Page 11 of 11