position with the Company. In particular, a conflict of interest can arise when an employee,officer or director is employed by or accepts remuneration from any competitor or any business thathas a business relationship with the Company or has a material financial interest in anytransaction in which the Company is a party. All employees, officers and directors are expected toavoid all situations that might lead to such conflicts of interest. Employees are encouraged totalk to their supervisors, managers or other appropriate personnel about potential conflicts ofinterest they may be facing. Directors and officers should discuss such matters with the Company’sChief Executive Officer or Chief Financial Officer.3. Confidentiality; Protection and Proper Use of Company Assets.     All employees, officers and directors must maintain the strict confidentiality of confidentialinformation entrusted to the them by the Company or its customers or suppliers, except whendisclosure is authorized by the Chief Executive Officer, Chief Financial Officer or Chief OperatingOfficer or when required by applicable laws or regulations. Confidential information includes allnon-public information that may be of use to competitors or could be harmful to the Company or itscustomers if disclosed. It also includes information that suppliers, customers and other businesspartners have entrusted to us. The obligation to preserve confidential information continues evenafter employment ends. Confidential information includes, but is not limited to, the following: **•** Sales rates, cost or profit data for any product or business line;  **•** The existence of or information in contracts in customers or suppliers;  **•** Information concerning products under development or previously investigated andabandoned, including product profitability estimates, product scheduling and marketresearch reports;  **•** Information contained in laboratory notebooks, department reports, correspondence,business agreements and any similar data not known in the trade;  **•** Proprietary methods or equipment used by the Company in connection with qualitycontrol, production techniques and product development; and  **•** Pricing formulas, cost information and other data the Company uses to formulateprices.The Company is often a party to non-disclosure agreements with customers, suppliers and others.The purpose of such agreements is to protect confidential or sensitive information which is givenand received. Employees, officers and directors aware of such agreements should exercise care inusing confidential information received including with whom the information is shared.     All employees should endeavor to protect the Company’s tangible assets and its intellectualproperty and other intangible assets and insure their efficient use. Any suspected incident offraud or theft should be immediately reported.
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     The obligation of employees to protect the Company’s assets includes its proprietaryinformation. This includes intellectual property such as trade secrets, patents, trademarksand copyrights, as well as business, marketing and service plans, engineering and manufacturingideas, designs, databases, records, salary information and any unpublished financial data andreports. Unauthorized use or distribution of this information violates Company policy. It mayalso result in civil or criminal penalties. All employees are required to assign to the Companytheir entire right, title and interest to all inventions that the employee may make or conceive,either solely or jointly with others, during his employment with the Company which are within thescope of the business of the Company and the conception of which involved use of corporateinformation, materials or time.4. Accounting and Recordkeeping.     All the Company’s books, records, accounts and financial statements must be maintained inreasonable detail, must appropriately reflect the Company’s transactions and must conform both toapplicable legal requirements and to the Company’s systems of internal controls.     Business records and communications, even those intended to be confidential, often becomepublic. Accordingly, it is important to avoid exaggeration, derogatory remarks or inappropriatecharacterizations of people or circumstances that could be misunderstood. This applies to emailsand informal internal memos as well as formal reports.     The Company requires honest and accurate recording and reporting of business expense accounts,which must be documented and recorded accurately and regularly in accordance with Company policies.If you are not sure whether a particular item is a legitimate business expense, ask yoursupervisor or the Company’s controller.     Senior management must be informed promptly of all matters that might be considered sensitivein preserving the Company’s reputation and assets. Similarly, there shall be no concealment ofinformation from the Company’s independent auditors.5. Corporate Opportunities.     Employees, officers and directors are prohibited from taking for themselves personallyopportunities that are discovered through their service for the Company or through the use ofcorporate property, information or position without in each case the consent of the Board ofDirectors. No employee may use corporate property, information or position for improper personalgain and no employee may compete with the Company directly or indirectly. Employees, officers anddirectors owe a duty to the Company to advance its legitimate interests when the opportunity to doso arises.6. Fair Competition and Fair Dealing.     We seek to outperform our competition fairly, openly and honestly. We seek competitiveadvantages through superior performance, but never through unethical or illegal business practices.Stealing proprietary information or inducing inappropriate disclosures by past or presentemployees of other companies is prohibited. Each employee should endeavor to respect the rights ofand deal fairly with the Company’s customers, suppliers and competitors and their respectiveemployees.
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7. Business Gifts and Entertainment.     The purpose of business entertainment and gifts in a commercial setting is to create good willand sound working relationships. No employee, officer or director should accept any gifts of morethan a token nature from any person or business who does or wishes to do business with the Companyand should not give gifts of more than a token nature to anyone with which the Company wishes to dobusiness. The following are permissible: **•** Accepting a gift in recognition of a commonly recognized event or occasion (such aspromotion, new job, wedding, retirement or holiday), so long as the gift is not in cashand does not exceed a value that would be customary for the occasion;  **•** Accepting something of value if the benefit of it is available to the general publicunder the same conditions on which it is made available to you;  **•** Accepting meals, refreshments, travel arrangements and accommodations andentertainment of a reasonable value in the course of a meeting or other occasion, toconduct business or to foster business relations.     In addition, acts of hospitality towards all public officials or persons with whom the Companydoes business should be of such a scale and nature as to avoid compromising the integrity orimpugning the reputation of the official or the Company. All such acts should be performed withthe expectation that they will become a matter of public knowledge.8. Payments to Government Personnel.     The Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly,to officials of foreign governments or foreign political candidates in order to obtain or retainbusiness. It is strictly prohibited to make illegal payments to government officials of anycountry. In addition, there are U.S. laws regulating gratuities which may be accepted by U.S.governmental personnel. The promise, offer or delivery to an official or employee of the U.S.government or a gift, favor or other gratuity in violation of these rules would not only violatethe Company’s policy but could also result in civil and criminal penalties.9. Waivers and the Reporting of Illegal or Unethical Behavior.     Any waiver of this code for executive officers or directors may only be made by the Board or aCommittee of the Board authorized to do so and will be promptly disclosed as required by applicablelaw or NYSE listing standards. Employees are encouraged to talk to supervisors, managers or otherappropriate personnel about any illegal or unethical behavior they observe. It is the policy ofthe Company not to permit retaliation for reports of misconduct by others made in good faith byemployees. Employees are expected to cooperate in internal investigations of misconduct.
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