Exhibit 14

 

TECHSTACKERY, INC.

Code of Conduct and Ethics

 

I.  Introduction

 

The Company requires the highest standards of professional and ethical conduct from its employees, officers and directors. Our reputation for honesty and integrity is key to the success of its business. The Company intends that its business practices will comply with the laws of all of the jurisdictions in which it operates and that honesty, integrity and accountability will always characterize the Company’s business activity. No employee, officer or director may achieve results through violations of laws or regulations or unscrupulous dealings.

 

This Code reflects the Company’s commitment to this culture of honesty, integrity and accountability and outlines the basic principles and policies with which all employees, officers and directors are expected to comply. Therefore, we expect you to read this Code thoroughly and carefully.

 

In addition to following this Code in all aspects of your business activities, you are expected to seek guidance in any situation where there is a question regarding compliance issues, whether with the letter or the spirit of the Company’s policies and applicable laws. Cooperation with this Code is essential to the continued success of the Company’s business and the cultivation and maintenance of its reputation as a good corporate citizen. Misconduct is never justified, even where sanctioned or ordered by an officer or other individual in a position of higher management. No individual, regardless of stature or position, can authorize actions that are illegal, or that jeopardize or violate Company standards. We note that this Code sets forth general principles of conduct and ethics and is intended to work in conjunction with the specific policies and procedures that are covered in the Company’s compliance manual or in separate specific policy statements, such as the Securities Trading Policy and the Related Persons Transaction Policy, and you should refer to those policies and procedures for more detail in the specified context.

 

Nothing in this Code prohibits you from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. You do not need the prior authorization of the Company to make any such reports or disclosures and you are not required to notify the Company that you have made such reports or disclosures.

 

II. Conflicts of Interest

 

A conflict of interest occurs when your private interest interferes, appears to interfere or is inconsistent in any way with the interests of the Company. For example, conflicts of interest may arise if:

 

●	You cause the Company to engage in business transactions with a company that you, your friends or your relatives control without having obtained the appropriate prior approvals required.

 

●	You are in a position to (i) compete with, rather than help, the Company or (ii) make a business decision not on the basis of the Company’s interest but rather for your own personal advantage.

 

●	You take actions, or have personal or family interests, which may make it difficult to perform your work (or discharge your duties and obligations) effectively.

 

●	You, or any of your family members or affiliates, receive improper personal benefits other than gratuities and payments received or provided in compliance with the guidelines set forth in “Gifts and Entertainment” below, as a result of your position in the Company.

  

A conflict of interest may not be immediately recognizable, so potential conflicts must be reported immediately to the Secretary of the Company (the “Secretary”). Further, if you become aware of a conflict or potential conflict involving another employee, officer or director, you should bring it to the attention of the Secretary or a member of the Audit Committee of the Board of Directors at the principal executive offices of the Company. The Company’s Conflict of Interest Policy is attached hereto as Annex A.

 

 

If the concern requires confidentiality, including keeping particular individuals anonymous, then this confidentially will be protected, except to the extent necessary to conduct an effective investigation or as required by under applicable law, regulation or legal proceedings.

 

III. Related Party Transactions

 

The Company has adopted a Conflict of Interest Policy that requires the review and approval of any transaction, arrangement or relationship where the Company was, is or will be a participant and the amount involved exceeds $120,000, and in which any “Related Person” (generally defined as any director (or director nominee) or executive officer of the Company, beneficial owner of more than 5% of the Company stock, any immediate family member of the foregoing and any entity in which any of the foregoing persons is employed or is a partner or principal or in which that person has a 10% or greater beneficial ownership interest) had, has or will have a direct or indirect material interest.

 

Before entering any such transaction, arrangement or relationship, the Secretary must be notified of the facts and circumstances of the proposed transaction, arrangement or relationship. If the Secretary determines that a transaction, arrangement or relationship is indeed a related party transaction, then such transaction will be sent to the Audit Committee (or the Chair of such committee) for their review and approval. Only those transactions that are in the best interests of the Company shall be approved.

 

IV. Corporate Opportunities

 

When carrying out your duties or responsibilities, you owe a duty to the Company to advance its legitimate interests. The Company’s certificate of incorporation and corporate governance guidelines contain important policies with respect to corporate opportunities.

 

V. Public Reporting

 

Full, fair, accurate and timely disclosure must be made in the reports and other documents that the Company files with, or submits to, the SEC and in its other public communications. Such disclosure is critical to ensure that the Company maintains its good reputation, complies with its obligations under the securities laws and meets the expectations of its stockholders.

 

Persons responsible for the preparation of such documents and reports and other public communications must exercise the highest standard of care in accordance with the following guidelines:

 

●	all accounting records, and the reports produced from such records, must comply with all applicable laws;

 

●	all accounting records must fairly and accurately reflect the transactions or occurrences to which they relate;

 

●	all accounting records must fairly and accurately reflect in reasonable detail the Company’s assets, liabilities, revenues and expenses;

 

●	accounting records must not contain any false or intentionally misleading entries;

 

●	no transactions should be intentionally misclassified as to accounts, departments or accounting periods;

 

●	all transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period;

 

●	no information should be concealed from the internal auditors or the independent auditors; and

 

●	compliance with the Company’s internal control over financial reporting and disclosure controls and procedures is required.

 

 

VI. Confidentiality

 

Employees, officers and directors must maintain and protect the confidentiality of information entrusted to them by the Company, or that otherwise comes into their possession, during the course of their employment or while carrying out their duties and responsibilities, except when disclosure is authorized by the Company or legally mandated.

 

The obligation to preserve confidential information continues even after employees, officers and directors leave the Company.

 

Confidential information encompasses all non-public information (including, for example, “inside information” or information that third-parties have entrusted to the Company) that may be of use to competitors, or may otherwise be harmful to the Company or its key stakeholders, if disclosed. Financial information is of special sensitivity and should under all circumstances be considered confidential, except where its disclosure is approved by the Company or when the information has been publicly disseminated.

 

VII. Protection and Proper Use of Company Assets

 

All employees, officers and directors should promote and ensure the efficient and responsible use of the Company’s assets and resources by the Company. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any suspected incidents of fraud or theft should be immediately reported for investigation.

 

Company assets, such as proprietary information, funds, materials, supplies, products, equipment, software, facilities, and other assets owned or leased by the Company or that are otherwise in the Company’s possession, may only be used for legitimate business purposes and must never be used for illegal purposes.

 

Proprietary information includes any information that is not generally known to the public or would be valued by, or helpful to, our competitors. Examples of proprietary information are intellectual property, business and strategic plans and employee information. The obligation to use proprietary information only for legitimate business purposes continues even after individuals leave the Company.

 

VIII. Insider Trading

 

Insider trading is unethical and illegal. Employees, officers and directors must not trade in securities of a company while in possession of material non-public information regarding that company. It is also illegal to “tip” or pass on inside information to any other person who might make an investment decision based on that information or pass the information to third parties. The Company has an Insider Trading Policy, which sets forth obligations in respect of trading in the Company’s securities.

 

IX. Fair Dealing

 

Each employee, officer and director, in carrying out his or her duties and responsibilities, should endeavor to deal fairly with each other and the Company’s customers, suppliers and competitors. No employee, officer or director should take unfair advantage of anyone through illegal conduct, manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

 

X. Compliance with Laws, Rules and Regulations

 

Compliance with both the letter and spirit of all laws, rules and regulations applicable to the Company, including any securities exchange or other organization or body that regulates the Company, is critical to our reputation and continued success. All employees, officers and directors must respect and obey the laws of the cities, states and countries in which the Company operates and avoid even the appearance of impropriety.

  

Employees, officers or directors who fail to comply with this Code and applicable laws will be subject to disciplinary measures, up to and including discharge from the Company.

 

 

XI. Compliance with Antitrust Laws.

 

The Company believes in fair and open competition, and adheres strictly to applicable antitrust laws. It should be noted however that the following section is not an exhaustive summary of relevant antitrust laws. Additional antitrust considerations not covered in this section include participation in trade association, monopolization, price discrimination and other practices that affect competition.

 

As a general proposition, any contact with a competitor may be problematic under antitrust laws. Accordingly, all employees, officers and directors should avoid any such contact relating to the business of the Company or the competitor without first obtaining the approval of the Secretary. Any additional concerns relating to the aforementioned areas of potential antitrust breach should also be directed to the Secretary.

 

The Company notes below some general rules concerning contact with competitors:

 

●

Agreements among competitors, whether written or oral, that relate to prices are illegal per se. In other words, such agreements, by themselves, constitute violations of the antitrust laws. There are no circumstances under which agreements among competitors relating to prices may be found legal. Price fixing is a criminal offense, and may subject the Company to substantial fines and penalties and the offending employee to imprisonment and fines.

 

●

Antitrust laws may be violated even in the absence of a formal agreement relating to prices. Under certain circumstances, an agreement to fix prices may be inferred from conduct, such as the exchange of price information, and from communications among competitors even without an express understanding. Although exchanges of price information are permitted in certain circumstances, employees of the Company should not participate in such exchanges without first obtaining the approval of the Secretary.

 

●	It is a per se violation of antitrust laws for competitors to agree, expressly or by implication, to divide markets by territory or customers.

 

●	It is a per se violation of the antitrust laws for competitors to agree not to do business with a particular customer or supplier. As with agreements to fix prices, the antitrust laws can be violated even in the absence of an express understanding.

 

●	Any communication between competitors concerning problems with any customer or supplier may violate antitrust laws and should be avoided.

 

XII. [INTENTIONALLY OMITTED]

  

XIII. Discrimination and Harassment

 

The Company values a diverse working environment and is committed to providing equal opportunity in all aspects of our business. Abusive, harassing or offensive conduct is unacceptable, whether verbal, physical or visual. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances. The Company encourages the reporting of harassment when it occurs.

  

XIV. Safety and Health

 

The Company is committed to keeping its workplaces free from hazards. You should report any accidents, injuries or unsafe equipment, practices or conditions immediately to a supervisor or other designated person. Threats or acts of violence or physical intimidation are prohibited.

 

 

You must not engage in the use of any substance that could prevent you from discharging your work duties and responsibilities safely and effectively.

 

XV. Company Records and Document Retention

 

Records created, received or used during the conduct of Company business, including all communications sent or received using the Company’s email system, are at all times the property of the Company wherever those records may be located. At any time, the Company and, in certain circumstances, third parties (including government officials), may review, without prior notice to personnel, any and all firm records, including records marked “Personal” or “Private.”

 

Any records that you create and store are subject to this Code and may be demanded by third parties during the course of litigation or a government investigation or, in the case of records sent outside the Company, subject to the records retention policies of the recipients.

 

You should, therefore, avoid discriminatory remarks, harassment and threats of violence or similar inappropriate or unlawful conduct. This applies to communications of all kinds, including e-mail, instant messaging, voice mail messages, text messages, video recordings and informal notes or interoffice memos. Records should be retained and destroyed in accordance with the Company’s records retention policy.

 

XVI. Use of Electronic Media

 

The Company has developed a policy to ensure that you understand the rules governing your use of the Company’s computer network, and options for e-mail and voicemail or other messaging services, Internet access or other use of electronic media. All Company equipment, including desks, computers and computer systems, computer software, electronic storage devices, cellphones or other mobile devices, e-mail, voicemail and other physical items are for business use only. The Company at all times retains the right to access and search all such electronic media or other items contained in or used in conjunction with the Company’s computer, e-mail, voicemail and Internet access systems and equipment with no prior notice.

 

Like the Company’s computer network, e-mail and voicemail services, access to Internet services such as web-browsing or newsgroups is provided to employees by the Company only for business use. Any personal use must be infrequent and must not involve any prohibited activity, interfere with the productivity of the employee or his or her coworkers, consume system resources or storage capacity on an ongoing basis or involve large file transfers or otherwise deplete system resources available for business purposes.

 

Your messages and computer information are considered Company property and consequently, employees should not have an expectation of privacy in the context of computer and voice mail use. Unless prohibited by law, the Company reserves the right to access and disclose this information as necessary for business purposes. Use good judgment, and do not access, send messages or store any information that you would not want to be seen or heard by other individuals.

 

The Company also recognizes that many employees are choosing to express themselves by using Internet technologies, such as blogs, wikis, file-sharing, user generated audio and video, virtual worlds, and social networking sites, such as Facebook, LinkedIn and Twitter. Whether you choose to participate in such social networking outside of work on your own time is your own decision.

  

XVII. Business Gifts and Entertainment

 

Business gifts and entertainment are often customary courtesies designed to build goodwill among business partners and clients. However, issues may arise when such courtesies compromise, or appear to compromise, the recipient’s ability to make objective and fair business decisions. In addition, issues can arise when the intended recipient is a government official. Offering or receiving any gift, gratuity or entertainment that might be perceived to unfairly influence a business relationship should be avoided. These guidelines apply at all times, and do not change during traditional gift giving seasons, and apply equally to employees, officers or directors offering gifts and entertainment to the Company’s business associates.

 

 

The value of gifts should be nominal, both with respect to frequency and monetary amount. Frequent gifting to a recipient may be perceived as an attempt to create an obligation to the giver, and is therefore inappropriate. Likewise, business entertainment should be moderately scaled and intended only to facilitate legitimate business goals. For example, should tickets to a sporting or cultural event be offered, the offeror must attend the event as well. The following questions may provide guidance in the instance of doubt:

 

●	Is the action legal?

 

●	Does the action raise doubts or concerns?

 

●	Should another individual be consulted?

 

●	Is the action clearly business-related?

 

●	Is the action or gift moderate, reasonable, and in good taste?

 

●	Would public disclosure of the action or gift embarrass or harm the Company?

 

●	Is there an expectation of reciprocation or favors?

 

Strict rules apply when the Company does business with governmental agencies and officials, whether in the U.S. or in other countries, as discussed in more detail below.

 

Because of the sensitive nature of these relationships, you must seek approval from a supervisor and/or the Secretary before offering or making any gifts or hospitality to governmental officials or employees.

 

XVIII. Political Activities and Contributions

 

The Company respects the right of each of its employees to participate in the political process and to engage in political activities of his or her choosing; however, while involved in their personal and civic affairs employees must make clear at all times that their views and actions are their own, and not those of the Company. Employees may not use the Company’s resources to support their choice of political parties, causes or candidates.

 

The Company may occasionally express its views on local and national issues that affect its operations. In such cases, Company funds and resources may be used, but only when permitted by law and by Company guidelines. The Company may also make limited contributions to political parties or candidates in jurisdictions where it is legal and customary to do so. The Company may pay related administrative and solicitation costs for political action committees formed in accordance with applicable laws and regulations. Any use of Company resources for the Company’s political activities, including contributions or donations, requires advance approval by the Company’s Secretary.

 

XIX. Bribery and Corruption

 

Employees, officers and directors must comply with all laws prohibiting bribery, corruption and kickbacks, including laws prohibiting improper payments to domestic and foreign officials such as the U.S. Foreign Corrupt Practices Act (the “FCPA”). While this section focuses primarily on foreign officials, this Policy equally prohibits bribery of domestic officials and commercial or private sector parties.

  

The FCPA prohibits an offer, payment, promise of payment or authorization of the payment of any money or thing of value to a foreign official, foreign political party, official of a foreign political party or candidate for political office to induce or influence any act or decision of such person or party or to secure any improper advantage. The FCPA prohibits such conduct whether done directly or indirectly through an agent or other intermediary.

 

 

Although U.S. law does allow certain payments to foreign officials intended solely to expedite non-discretionary routine government action, sometimes called “grease” or “facilitating” payments, this exception is a narrow one and such payments are often illegal under other laws. Accordingly, the Company’s policy is to avoid such payments.

 

Therefore, no payment may be made to a foreign official even for non-discretionary action without first consulting with and obtaining written authorization from the Secretary or a Chief Executive Officer. If a facilitating payment is authorized, such payment must be accurately and fairly recorded in the Company’s books, records and accounts.

 

The FCPA further requires compliance by the Company with record keeping and internal controls requirements. The Company must maintain financial records which, in reasonable detail, accurately and fairly reflect transactions and disposition of corporate assets. In particular, all bank accounts that receive or disburse funds on behalf of the Company shall be properly authorized and any such transactions recorded on the official books and records of the Company. In addition, the Company must maintain a system of internal controls sufficient to provide reasonable assurances that the Company’s assets are used only in accordance with directives and authorizations by the Board of Directors and senior management, and that checks and balances are employed so as to prevent the by-passing or overriding of these controls.

 

Violation of the FCPA is an offense, subjecting the Company to substantial fines and penalties and any officer, director, employee or stockholder acting on behalf of the Company to imprisonment and fines. The FCPA prohibits the Company from paying, directly or indirectly, a fine imposed upon an individual pursuant to the FCPA. Violation of this policy may result in disciplinary actions up to and including discharge from the Company.

 

XX. Compliance with and Amendments of This Code

 

Failure to comply with this Code or applicable laws, rules or regulations may result in disciplinary measures, including discharge from your position with the Company. Violations of this Code may also constitute violations of law and may result in civil or criminal penalties for such person, such person’s supervisors and/or the Company. The Board of Directors will determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of a violation of this Code in relation to Executives and Directors. In determining what action is appropriate in a particular case, the Board of Directors or its designee will consider the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation was intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past. The Secretary will determine appropriate actions to be taken in the event of a violation of this code in relation to all other employees.

 

This Code cannot, and is not intended to, address all of the ethical complexities that may arise during the course of employment or association with the Company. There will be occasions where circumstances not covered by policy or procedure arise, and where a judgment must be made as to the appropriate course of action. In such circumstances, the Company encourages common sense decision-making, and consultation with a manager, member of human resources, or the Secretary for guidance pursuant to the methods discussed below in “Compliance and Contact Details”.

 

Any material amendment of this Code will be made only by the Board of Directors and will be promptly disclosed as required by law or stock exchange regulation.

 

XXI. Compliance and Contact Details

 

1. Confidential Advice

 

If you think that an actual or possible violation has occurred, it is important to report your concerns immediately. If you do not feel comfortable discussing the matter with your supervisor, manager or human resources, please contact the Secretary at 888-798-9100 or robert.gans@techstackery.com.

 

The Company strives to ensure that all questions or concerns are handled fairly, discreetly and thoroughly. You may choose to remain anonymous.

 

 

2. Employee Reporting

 

The Company proactively promotes ethical behavior and encourages employees, officers and directors promptly to report evidence of illegal or unethical behavior, or violations of this Code to the Secretary (at 888-798-9100 or robert.gans@techstackery.com). You may choose to remain anonymous in reporting any possible violation of this Code.

 

Once a report is made and received, the Company will investigate promptly and all employees, officers and directors are expected to cooperate candidly with relevant investigatory procedures. Appropriate remedial action may be taken, based on the outcome of such investigation.

 

The Company has a no-tolerance policy for retaliation against persons who raise good faith compliance, ethics or related issues. However, it is unacceptable to file a report knowing it to be false.

 

3. Waiver

 

Any waiver of this Code for any executive officer or director will be made only by the Nominating and Corporate Governance Committee and will be promptly disclosed as required by law or stock exchange regulation.

 

 

  

 Annex A

 

 CONFLICT OF INTEREST POLICY

 

A.	Policy Statement

 

TechStackery, Inc. (the “Company”) recognizes that Conflict of Interest Transactions (as defined below) may raise questions as to whether those transactions are consistent with the best interests of the Company and its stockholders. It is the Company’s policy to enter into or ratify Conflict of Interest Transactions only when the Board of Directors, acting through a committee of its directors who satisfy the independence standards of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and the independence standards that would be applicable if the Company’s common stock were listed on the New York Stock Exchange (whether or not the Company’s common stock is so listed) (the “Independent Director Committee”) determines that the Conflict of Interest Transaction in question is in, or is not inconsistent with, the best interests of the Company and its stockholders. Therefore, the Company has adopted the procedures set forth below for the review, approval or ratification of Conflict of Interest Transactions.

 

This policy has been approved by the Independent Director Committee. The Independent Director Committee will review and may amend this policy from time to time.

 

B.	Conflict of Interest Transactions

 

For the purposes of this policy, a “Conflict of Interest Transaction” means a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company was, is or will be a participant where the amount involved exceeds $120,000 and in which any Related Person (as defined below) had, has or will have a direct or indirect material interest.

 

For purposes of this Policy, a “Related Person” means:

 

1.

any person who is, or at any time since the beginning of the Company’s last fiscal year was, a director or executive officer of the Company, or a nominee to become a director of the Company;

 

2.

any person (a “Significant Holder”) who is known to be the beneficial owner of more than 5% of any class of the voting securities of the Company; and

 

3.

any immediate family member (which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law) of any of the foregoing persons and any person (other than a tenant or employee) sharing the household of any of the foregoing persons.

 

“Indirect interests” of a Related Person may include, but are not limited to, the interest of any firm, corporation or other entity (including the sponsor of the Company, ShiftPixy Investments, Inc., and its parent company, ShiftPixy, Inc.) in which any Related Person is employed or is a partner or principal or in a similar position or in which such Related Person has a 5% or greater beneficial ownership interest. However, it is recognized that where the interest arises only from a Related Person’s position as a limited partner in a partnership in which all Related Persons have an interest of less than 10%, and the Related Person is not a general partner of and does not hold another position in the partnership, the interest of such Related Person in a transaction between the Company and such partnership will not be deemed to be material.

 

 

C.	Approval Procedures

 

Conflict of Interest Transactions that are identified as such prior to the consummation thereof or amendment thereto shall be consummated or amended only if the following steps are taken:

 

1. Prior to the Company’s entry into a proposed transaction with a Related Person, (a) the director, executive officer, nominee or Significant Holder who has a material interest (or whose immediate family member has a material interest) in the transaction and/or (b) members of management charged with executing the transaction or amendment shall provide notice to the Secretary of the material facts and circumstances of the potential Conflict of Interest Transaction and such information concerning the transaction as the Secretary may reasonably request.

 

2. If the Secretary determines that the proposed transaction is a Conflict of Interest Transaction, the proposed Conflict of Interest Transaction shall be submitted to the Independent Director Committee for consideration.

 

3. The Independent Director Committee shall consider all of the relevant facts and circumstances available to the Independent Director Committee, including (if applicable) but not limited to: the benefits to the Company; the availability of other sources for comparable products or services; the terms of the transaction; and the terms available to unrelated third parties. No Independent Director shall participate in any review, consideration or approval of any Conflict of Interest Transaction with respect to which such Independent Director or any of his or her immediate family members is the Related Person.

 

4. The Independent Director Committee shall approve or disapprove the Conflict of Interest Transaction and shall convey the approval or disapproval of the transaction to the Secretary, who shall convey the decision to the appropriate persons within the Company. The Independent Director Committee may, among other things, cause a Related Person with a direct or indirect interest in a Conflict of Interest Transaction to recuse him or herself from the consideration of such transaction and, to the extent necessary, may retain appropriately qualified, non-conflicted personnel to advise the Company in connection with such transaction.

 

D.	Procedures for Ratification of Extant Transactions

 

Any person who becomes aware of a Conflict of Interest Transaction that has not been previously approved or previously ratified under this policy shall report such transaction to the Secretary. If the transaction is pending or ongoing, it will be submitted by the Secretary to the Independent Director Committee promptly, and the Independent Director Committee shall consider all of the relevant facts and circumstances available to the Independent Director Committee as provided above. Based on the conclusions reached, the Independent Director Committee shall evaluate all options, including but not limited to ratification, amendment or termination of the Conflict of Interest Transaction.

  

E.	Disclosure

 

All Conflict of Interest Transactions that are required to be disclosed in the Company’s filings with the Securities and Exchange Commission, as required by the Securities Act of 1933 and the Securities Exchange Act of 1934 and related rules and regulations, shall be so disclosed in accordance with such laws, rules and regulations.

 

The material features of this policy constituting a “related person transaction policy” shall, if required, be disclosed in the Company’s annual report on Form 10-K or in the Company’s proxy statement, as required by applicable laws, rules and regulations.

 

F.	Independent Director Approval

 

Any determination to be made or approval to be given by the Independent Director Committee hereunder shall be made or given as follows: 2/3 of the Independent Director Committee shall constitute a quorum for consideration of the matter, and the act of the Independent Director Committee constituting such determination or approval shall be the affirmative vote of a majority of the members of the committee present and voting. The Independent Director Committee may in the alternative act by unanimous written consent hereunder.

 

 

The Independent Directors may receive such input as they deem appropriate from management and any other person, including a person with an interest in a Conflict of Interest Transaction or other matter addressed by this policy, in acting hereunder.

 

The Company shall provide funding for the reasonable requirements of the Independent Director Committee for legal counsel or other advisors engaged by the Independent Director Committee in acting hereunder.

 

G.	Acknowledgment of Policy

 

Each director and officer of the Company, each holder of 5% or more of the Company’s outstanding common stock and each director and officer of any such holder shall annually sign a statement which affirms such person:

 

a.

Has received a copy of this policy,

 

b.

Has read and understands this policy,

 

c.

Has agreed to comply with this policy; and

 

d.

Undertakes to be responsible for any violation of this policy by such person and to cause persons related to him or her to comply with this policy.