EXHIBIT 14 – CODE OF ETHICS AND BUSINESS PRACTICES
CODE OF ETHICS AND BUSINESS PRACTICES
     This Code of Ethics and Business Practices (the “Code”) has been adoptedto provide guiding principles to all officers and employees of MICROS Systems,Inc. (the “Company”) in the performance of their duties. It also applies inmany respects to the directors of the Company. The Code should be read inconjunction with the Company’s other policies that govern employee conduct.The basic principle that governs all of the Company’s officers, directors andemployees (collectively, “Employees”) is that the Company’s business should becarried on with loyalty to the interest of the Company and its shareholders,customers, suppliers, fellow employees, strategic partners, and other businessassociates. The Company is committed to a high standard of business conduct.This means conducting business in accordance with not just the letter but alsothe spirit of applicable laws and regulations, and in accordance with ethicalbusiness practices. This Code, which applies to all Employees, helps in thisendeavor by providing a statement of the fundamental principles that govern theconduct of the Company’s business. In addition to complying with the specificprovisions of this Code, the Company also expects each Employee to meet thegeneral ethical obligations of his or her profession. The Company’s reputationin its industry and the best interests of its shareholders and Employeesrequire that the Company maintain business practice and ethical standards thatwill command the respect of everyone with whom the Company deals.
     THIS CODE MUST BE COMPLIED WITH AT ALL TIMES AND UNDER ALL CIRCUMSTANCES.VIOLATIONS COULD SUBJECT AN EMPLOYEE, WITHOUT REGARD TO POSITION OR TENURE WITHTHE COMPANY, TO DISCIPLINARY ACTION, INCLUDING, IN APPROPRIATE CIRCUMSTANCES,TERMINATION. THE COMPANY RESERVES THE RIGHT TO PROVIDE THE FINALINTERPRETATION OF THE POLICIES THIS CODE CONTAINS AND TO REVISE THOSE POLICIESAS DEEMED NECESSARY OR APPROPRIATE.
     THE COMPANY MAY AT ANY TIME, AND RESERVES THE RIGHT TO, REQUIRE EACH EMPLOYEETO RE-CERTIFY AND CONFIRM THAT HE OR SHE HAS BEEN AND CONTINUES TO BE INCOMPLIANCE WITH THIS CODE.
Article I. DEFINITION OF TERMS USED.
     Section 1.01. “Business Associate” means any supplier of services ormaterials, customer, consultant, professional advisor, lessor of space orgoods, tenant, licensor, licensee, or partner of the Company.
     Section 1.02. “Company” refers to MICROS Systems, Inc. and includes eachof its subsidiaries and affiliated business entities.
     Section 1.03. “Employee” means any officer, director, or employee of theCompany.
     Section 1.04. A “Family Member” means, with respect to an Employee: his orher spouse or life partner, children, other relatives by blood or marriage ofthe Employee or his or her spouse or life partner, other unrelated persons whogenerally reside in the same household as the Employee, and also any company,partnership, limited liability company, trust, or other business entity that isdirectly or indirectly controlled by that Employee or any other person within acategory described in this definition.
     Section 1.05. “Compliance Officer” means the General Counsel of MICROSSystems, Inc.
     Section 1.06. “Company Insider” means directors of the Company and certainofficers and employees at the management-level and above.
Article II. BUSINESS PRACTICES.
     Section 2.01. Customers. The Company expects its Employees to pursuevigorously new and ongoing business. All business solicitations, however, mustbe in accordance with the Company’s approved business plans and the followingprinciples:
 

 

• Sales must be secured in compliance with Company policies.
• Improper payments or unauthorized discounts are prohibited.
• Expenditures incurred must be documented by appropriate receipts.
     Section 2.02. Suppliers. Employees whose duties and responsibilitiesinvolve dealing with suppliers must conduct themselves in a manner thatdemonstrates absolute integrity. All such personnel, therefore, shall complywith the following purchasing principles and standards:
• All suppliers seeking or participating in business dealings with theCompany will be accorded fair and impartial treatment.
• When it is necessary to meet with suppliers or their representatives,whether on or away from Company premises, Employees must conduct themselvesand their activities in such a manner that no implication of undue influencecould arise.
     Section 2.03. Special Benefits.
     (a) Normal business courtesies may be extended to or received fromBusiness Associates in accordance with ethical business practices. Suchcourtesies could include: payment for business meals that involve substantialbusiness discussions; assumption of the reasonable and customary expenses ofmeetings, or gifts of nominal value, e.g., pens, mugs, items bearing Companyinsignia, and the like. Items priced under $25 will almost always be deemed tobe of nominal value.
     (b) Employees and Family Members may accept gifts or other considerationof non-nominal value from Business Associates only if they fall within one ormore of the following categories: (1) occasional tickets to single events(e.g., shows, sporting events, concerts, or seminars), (2) occasional meals notinvolving substantial business discussions, or (3) occasional social orsporting events (e.g. attendance at a party, golf outings). Upon request, theCompliance Officer may authorize acceptance of other types of gifts orconsideration not specified herein.
     (c) Gifts or other consideration involving non-local travel or overnightaccommodations may not be accepted without approval of the Compliance Officer(unless the Employee or the Family Member will be paying for the travel or theaccommodations).
     (d) Accepting or soliciting any offer from a Business Associate tocompensate or reward in any way an Employee or a Family Member for the purposeof obtaining business, or the promise of future business, or obtaining orrewarding favorable treatment in connection with business matters, isprohibited. If an Employee or a Family Member receives such an offer, it mustbe reported promptly in accordance with the “Reporting Procedure.”
     Section 2.04. Personal Behavior. Employees and their Family Members mustnot profit, directly or indirectly, due to their position in the Company to thedetriment, or at the expense, of the Company or any Business Associate. NoEmployee shall take for his or her own advantage any corporate opportunity forpersonal profit that he or she learns about in his or her position with theCompany.
     Section 2.05. Transactions. Employees and their Family Members areencouraged to patronize our Business Associates. However, no Employee orFamily Member shall sell to, or purchase from, a Business Associate any goodsor services except in the ordinary course of the Business Associate’s business.No Employee or Family Member shall borrow money or other property from aperson known by the Employee to be a Business Associate, unless that BusinessAssociate is regularly engaged in the business of lending money or such otherproperty, and the loan and the terms thereof are in the ordinary course of theBusiness Associate’s business.
     Section 2.06. Fraud. No Employee shall: (a) employ any device, schemeor artifice to defraud the Company or any Business Associate; or (b) engage inany act, practice or course of conduct that operates or would operate as afraud or deceit upon the Company or any Business Associate.
Article III. CONFLICTS OF INTEREST.
     Section 3.01. General. Each Employee shall maintain a high degree ofintegrity in the conduct of the Company’s business and maintain independentjudgment. Each Employee must avoid any activity or personal interest thatcreates, or appears to create, a conflict between his/her personal interestsand the interests of the Company. A conflict of interest arises any time an Employee has apersonal duty or interest that may conflict with the proper and impartialfulfillment of that Employee’s duties, responsibilities or obligations to theCompany.
 

 

     Section 3.02. Personal Benefit. No Employee or Family Member shallbenefit personally, whether directly or indirectly, from any Company purchaseor sale, or derive any other personal gain from any other Company activity, andno Employee shall direct, or seek to direct, any Company business with anybusiness enterprise in which the Employee or his or her Family Member has ameaningful ownership position or serves in a leadership capacity, except ineach case when the transaction has been fully disclosed to the Company andapproved in writing as provided in this Code. No Employee or Family Membershall have any meaningful personal business or financial interest in anyBusiness Associate or competitor of the Company, without proper consent. Forpurposes of this policy, holding 5% or less of the shares of a BusinessAssociate or competitor whose shares are publicly traded, or a comparably smallpercentage of ownership of a company whose ownership interests are not publiclytraded, would not ordinarily be deemed “meaningful,” provided the Employee orFamily Member does not work for or otherwise provide significant assistance tothe other enterprise.
     Section 3.03. Position. No Employee shall hold any position with(including as a member of the board of directors or other governing body) orperform services for a Business Associate or a competitor of the Company,without proper consent. No Employee shall provide any services to otherbusiness enterprises that reasonably could be deemed to adversely affect theproper performance of his or her work for the Company or that might jeopardizethe interests of the Company, including serving as a director, officer,consultant, or advisor of another business, without proper consent.
     Section 3.04. Permitted Activity. An Employee may, with prior writtenapproval of the Company, serve as a director of another company, give lectures,conduct seminars, publish articles and books, or serve as a committee member,trustee, regent or in other similar capacities. An Employee may retain anycompensation received in the foregoing capacities, unless the Company’sapproval is conditioned on the compensation being paid over to the Company.
     Section 3.05. Moonlighting. No Employee shall accept or engage in anybusiness or employment that reduces the Employee’s ability to devotesubstantially full time during normal business hours to his or her duties withthe Company. No Employee shall use Company assets, hardware, software,Internet access, or the Company’s network to operate a business unless theCompany gives the Employee prior written authorization to do so.
     Section 3.06. Reporting Obligation. An Employee who becomes aware of apersonal interest that is, or may be viewed as, in conflict with that of theCompany or a Business Associate should promptly present the situation and thenature of the possible conflict to the Compliance Officer for appropriateconsideration. A director of the Company that becomes aware of a conflict ofinterest should bring the matter to the attention of the Board of Directors ofthe Company. The Employee shall refrain from further action until thesituation has been consented to in writing by the Compliance Officer or Boardof Directors, as the case may be.
Article IV. CONFIDENTIALITY AND PROPRIETARY INFORMATION.
     Section 4.01. General. As part of their duty of loyalty to the Company,each Employee must maintain the confidentiality of the Company’s trade secretsand proprietary information, because disclosure could result in loss ofbusiness or of competitive advantage for the Company. Even information that isnot expressly identified as “confidential” or “proprietary” is often unique tothe Company and could damage the Company’s competitive interests if disclosedto others. Employees should never disclose corporate information of any kindto others unless they are certain that disclosure is appropriate and has beenauthorized. Equal care must be taken to keep confidential any proprietary dataof Business Associates or others entrusted to the Company. Some of the types ofinformation that must be kept confidential include product pricing,manufacturing techniques, proprietary software, customer lists, planningmaterials, marketing plans, product specifications, product configurations,manuals and documentation, and much of the technical information that theCompany generates in its business
     Section 4.02. Disclosure. No Employee or Family Member shall discusswith any third party, or inform any third party about, any actual orcontemplated business transaction by a Business Associate or the Companyexcept in the performance of the Employee’s employment duties or in anofficial capacity and then only for the benefit of the Business Associate orthe Company, as appropriate, and in no event for personal gain or for thebenefit of any other third party, unless expressly authorized to do so by theCompliance Officer.
 

 

     Section 4.03. Media. No Employee (other than the Company’s ChiefExecutive Officer, Chief Financial Officer, Marketing Director, or VicePresident of Investor Relations) may discuss with any member of the press ormedia, or provide information to any member of the press or media about, theCompany or its Business Associates, except with the prior written authorizationof the Compliance Officer. Employees shall refer all press inquiries to theCompliance Officer.
Article V. ACCOUNTING PRACTICES
     Section 5.01. Improper Entries. Making false or fictitious entries onthe books and records of the Company and issuing false or misleading reportsabout the Company and its operations are prohibited. No Employee shall engagein any transaction that requires or contemplates such prohibited activities.All funds, disbursements, assets and liabilities of the company shall beproperly recorded on the appropriate corporate books and records. No secret orunrecorded fund of Company monies or other assets shall be established ormaintained. No payment on behalf of the Company shall be approved or made withthe intention or understanding that any part of the payment is to be used for apurpose other than that described by the document supporting the payment.
     Section 5.02. Proper Documentation. Employees must ensure that allCompany documents are completed accurately, truthfully, in a timely manner andproperly authorized.
     Section 5.03. Good Practices. Financial activities and transactions mustbe recorded in compliance with all applicable laws and accounting practices andin accordance with the United States of America generally accepted accountingprinciples designated and used by the Company. The making of false ormisleading entries, records, or documentation is strictly prohibited.
     Section 5.04. Accurate Documentation. Employees shall never create afalse or misleading report under the Company’s name. In addition, no paymentsor established accounts shall be used for any purpose other than as describedby their supporting documentation. No undisclosed funds or assets shall beestablished.
     Section 5.05. Outsiders. No Employee shall take any action to defraud,influence, coerce, manipulate or mislead any other employee, officer ordirector, or any outside auditor or lawyer for the Company for the purpose ofrendering the books, records or financial statements of the Company incorrector misleading.
     Section 5.06. Reporting. Errors, or possible errors or misstatements, inthe Company’s books and records must be brought to the attention of any one of(A) the Audit Committee of the Company’s Board of Directors, (B) the ChiefFinancial Officer, or (C) the Compliance Officer, promptly upon discoverythereof if not adequately addressed within the Company’s regular finance andaccounting procedures.
     Section 5.07. Cooperation. All Employees will cooperate fully with theCompany’s internal and outside auditors and lawyers. No Employee shall impedeor interfere with the financial statement audit process.
Article VI. SECURITIES.
     Section 6.01. General. Securities laws and regulations prohibit themisuse of material non-public (“inside”) information when purchasing, sellingor recommending securities. Inside information obtained by any Employee fromany source must be kept strictly confidential. All inside information shouldbe kept secure and access to files and computer files containing suchinformation should be restricted. Employees shall not use, act upon, ordisclose to any third party including, without limitation, any Family Member,any material inside information, except when necessary for the Company’slegitimate business purposes to the extent approved, in advance, by theCompliance Officer. Questions and requests for assistance regarding insideinformation should be promptly directed to the Compliance Officer.
     Section 6.02. Employee Trading. Employees and Family Members areprohibited from insider trading (buying or selling securities when inpossession of material, nonpublic information) or tipping (passing suchinformation on to someone who may buy or sell securities). This prohibition oninsider trading applies to Company
 

 

securities and also to the securities ofBusiness Associates if the Employee learns material, nonpublic informationabout them as a result of his or her position with the Company.
     Section 6.03. Continued Confidentiality. If an Employee leaves theCompany, he or she must maintain the confidentiality of all inside informationand abide by the restrictions on trading described in Sections 6.01 and 6.02above until such information has been adequately disclosed to the public. Ifthere is any question as to whether information regarding the Company or anyBusiness Associate is material or has been adequately disclosed to the public,the Compliance Officer must be contacted.
     Section 6.04. Definition – Nonpublic Information. Information isgenerally considered “nonpublic” unless it has been adequately disclosed to thepublic, which means that the information must be publicly disclosed andadequate time must have passed for the securities markets to absorb theinformation. A delay of two business days is usually considered a sufficientperiod for routine information to be absorbed by the market. A longer periodmay be necessary for particularly significant or complex matters.
     Section 6.05. Definition – Material Information. Information isgenerally considered “material” if (a) there is a substantial likelihood that areasonable investor would find the information important in determining whetherto trade in a security, or (b) the information, if made public, would likelyaffect the market price of a company’s securities. Inside informationtypically includes, but is not limited to, knowledge of pending Companybusiness transactions, corporate finance activity, mergers or acquisitions,unannounced earnings and financial results and other significant developmentsaffecting the Company.
     Section 6.06. Additional Restrictions. Company Insiders are subject toadditional restrictions on the timing of their purchase or sale of Companystock. Such personnel will be advised of the additional restrictions thatapply to them.
     Article VII. COMPANY PROPERTY. Employees have a duty to safeguard Companyassets, including its physical premises and equipment, records, customerinformation and Company trademarks, trade secrets and other intellectualproperty. Company assets shall be used for Company business only. Withoutspecific authorization, no Employee or Family Member shall take, loan, sell,damage or dispose of Company property or use, or allow others to use, Companyproperty for any non-Company purposes.
Article VIII. LEGAL COMPLIANCE
     Section 8.01. Political Contributions. Federal statutes prohibitcorporations from making contributions or expenditures in connection with anyelection at which Presidential and Vice Presidential electors or Senators orRepresentatives to Congress are to be voted for, or in connection with anyprimary election or political convention or caucus held to select candidatesfor such offices. In addition, many states and foreign countries have similarlaws prohibiting or limiting corporate political contributions in connectionwith elections or ballot propositions. Also, these laws (like almost all laws)have been amended and reinterpreted from time to time, so that a contributionthat may have been legal or proper in the past under the laws of a particularjurisdiction cannot safely be assumed to still be legal. Consequently, nopolitical contribution, at any level of government, shall be made out of anyCompany fund or account, whether directly or indirectly, by reimbursement orotherwise, without the express prior approval of the Compliance Officer, and nocorporate political contribution of any kind shall be made in violation of anyapplicable law or regulation. Nothing herein or in any of the Company’spolicies is intended to prohibit Employees from engaging in politicalactivities in their individual capacities on their own time and at their ownexpense or from making political contribution or expenditures of their ownpersonal funds.
     Section 8.02. Antitrust. All Employees shall, in all situations whereapplicable, observe and comply with applicable state and national antitrustlaws and regulations, and antitrust laws imposed by international agreement asin the European Economic Community. Among other things, price-fixing orbid-rigging acts or arrangements with competitors to divide or allocate marketsor customers or exclude others from a market are absolutelyprohibited. Because it is not unusual for such illegal activities to becarried out through trade associations and similar combinations of competitors,participation in such organizations should be engaged in with care.
 

 

     Section 8.03. General Compliance. All activities of the Company shall beconducted in compliance with all applicable laws, rules and regulations of theUnited States (federal, state and local) and of other countries where theCompany transacts business. In addition to the particular laws and regulationsreferred to in this Code, the Company is subject to many other legalrequirements. Each Employee is responsible for being familiar with the legalrequirements that relate to his or her responsibilities. Any Employee who isunsure about the nature or applicability of any law or regulation shouldpromptly seek advice from the Compliance Officer.
     Section 8.04. Payments. No Employee shall make any payment or take anyaction to any government official, agent or representative of the UnitedStates, any State or jurisdiction of the United States or of any foreigncountry in connection with Company business without the prior written consentof the Compliance Officer, except where such payment or action is required ofan Employee or the Company under applicable law. No Employee shall make anypayment or take any action in violation of the U.S. Foreign Corrupt PracticesAct.
Article IX. DUTY OF LOYALTY. Employees of the Company owe it a duty ofloyalty. This means that Employees should avoid engaging in any conduct thatwould harm the business or reputation of the Company, even if legallypermissible. Examples of conduct that could constitute a violation of the dutyof loyalty might include: (A) posting negative or hurtful messages on messageboards or in chat rooms; (B) disseminating sensitive or confidentialinformation relating to the Company to sources that are not authorized; or (C)making disparaging or belittling remarks or comments about the Company or itsproducts or services in a public forum. While the Company encourages opendiscussion and feedback, even when negative or critical, such discussion andfeedback should not occur in a public forum, and should never contain attacksof a personal nature.
Article X. DOCUMENT RETENTION
     Section 10.01. Retention. The Company seeks to comply fully with all lawsand regulations relating to the retention and preservation of records. AllEmployees shall comply fully with the Company’s policies regarding theretention and preservation of records. Under no circumstances will Companyrecords be destroyed selectively or maintained outside Company premises ordesignated storage facilities.
     Section 10.02. Duration. Company records, whether in paper or electronicformat, shall be maintained for four years from the date of creation, subjectto the following exceptions:
     (a) Records pertaining to ongoing contracts must be maintained throughoutthe life of the contract and for three years after its termination.
     (b) Records pertaining to employment matters should be maintained for aslong as the person is employed by the Company and for three years after theperson’s employment ceases.
     (c) Records pertaining to development of software and other intellectualproperty should be maintained until the Company completely ceases developmentand support for the software and for a period of three years after the finaldate thereof.
     (d) Minutes of Board Meetings and other records of the Board of Directorsmust be maintained for ten years from the date of creation.
     (e) Company corporate records (e.g., charter amendments, by-laws, etc.)must be retained throughout the existence of the Company. Corporate records ofCompany subsidiaries must be retained throughout the existence of thesubsidiary and for a period of three years after its merger or dissolution,except in the case of a control change.
The Compliance Officer from time to time may authorize or require differentretention periods for other categories of documents.
     Section 10.03. Proceedings and Investigations. If an Employee knows orlearns of the existence of a subpoena, impending government investigation, orcourt case, or other litigation activity, he or she must immediately contactthe Compliance Officer. Employees must retain all records and documents thatmay be responsive to a subpoena or pertain to an investigation or matter in courtor other litigation. Any questions regarding whether a record or document isresponsive or pertinent should be directed to the Compliance Officer before therecord or document is disposed of. Employees shall strictly adhere to thedirections of the Compliance Officer in handling such records or documents.
 

 

Article XI. INTERNAL CONTROLS AND DISCLOSURE CONTROLS. The Company hasadopted a system of internal controls and disclosure controls to whichall Employees must strictly adhere in providing financial and businesstransaction information to and within the Company. The internal controlsare the backbone of the integrity of the Company’s financial records andfinancial statements. The disclosure controls assure that all importantinformation regarding the business and prospects of the Company isbrought to the attention of the Company’s Chief Executive Officer andChief Financial Officer. The accuracy and timeliness of compliance iscritical to this system of internal controls and disclosure controls andis absolutely necessary to enable those officers to provide the financialstatement and periodic report certifications required by applicable law.
     Section 11.01. Prompt Reporting – General. Each Employee shall promptlyreport to the Compliance Officer any actual or suspected breaches or violationsof the Company’s internal controls that come to the attention of the Employee.Each Employee shall strictly adhere to the system of disclosure controls,including the internal reporting responsibilities assigned to him or her by theCompany. Each Employee is encouraged to bring to the attention of theCompliance Officer any changes that the Employee believes may improve theCompany’s system of internal controls and disclosure controls.
     Section 11.02. Improper Transactions. Each Employee shall promptly reportto the Compliance Officer any actual or suspect fraudulent or questionabletransactions or occurrences that come to the attention of the Employee.Potentially fraudulent transactions include, without limitation, embezzlement,forgery or alteration of checks and other documents, theft, misappropriation orconversion to personal use of Company assets, and falsification of records.
     Section 11.03. Significant Matters. Each Employee shall promptly reportin accordance with Company policy any significant event or occurrence (whetherpositive or negative) that arises in the course of the Employee’s duties andresponsibilities. Events or occurrences include those that affect or mayaffect the Company or its Business Associates, competitors or industry.General economic conditions need not be reported.
     Section 11.04. Full disclosure. The Company will make full, fair,accurate, timely and understandable disclosure in all reports and documentsthat are filed with or submitted to any public agency or governmentalauthority, including the Securities and Exchange Commission, and any stockexchange on which the Company is listed, as well as in any other publiccommunications made by the Company. The Directors, management and the otheremployees of the Company shall make every effort to facilitate this Companygoal.
     Section 11.05. Candor. Each Employee shall be candid in discussingmatters concerning internal controls and business disclosures with theCompany’s management, internal auditors, outside auditors, outside counsel anddirectors. Factual information is important. Opinions and observations arestrongly encouraged.
Article XII. REPORTING PROCEDURE. While each Employee is individuallyresponsible for compliance with the Code, no Employee does so in avacuum. The Company has the resources, people and processes in place toanswer questions and guide Employees through difficult decisions.
     Section 12.01. Compliance Officer Responsibility. The Compliance Officeris responsible for overseeing, interpreting and monitoring compliance with theCode. The Compliance Officer reports periodically to the Company’s AuditCommittee regarding all aspects of administering and enforcing of the Code.
     Section 12.02. Reporting Violations. If an Employee knows of orsuspects a violation of applicable law or regulations, this Code or any of theCompany’s other policies, he or she must immediately report that information toany one of the following: (A) the Compliance Officer, (B) the Chief FinancialOfficer, (C) the Chief Executive Officer, or (D) the Audit Committee of theBoard of Directors. No Employee who reports an actual or suspected violation in good faith will be subject to retaliation. TheCompany will not treat an Employee unfairly in connection with reporting anactual or suspected violation and will, when necessary or appropriate under thecircumstances, receive reports on a confidential basis.
     Section 12.03. Investigations of Violations. Reported violations willbe promptly investigated and treated confidentially to the extent possible. Itis imperative that the Employee(s) reporting the violation not conduct their
 

 

own preliminary investigation. Investigations of alleged violations mayinvolve complex legal issues. Employees who act on their own may compromisethe integrity of an investigation and adversely affect both themselves and theCompany.
     Section 12.04. Audit Committee. The Audit Committee of the Board ofDirectors of the Company is available to receive, investigate, and, whereappropriate, remediate concerns of Employees concerning accounting matters,internal accounting controls, or auditing matters pertaining to the Company.All such concerns will be treated confidentially and the Employee may submitsuch concerns anonymously.
Article XIII. ENFORCEMENT.
     Section 13.01. Compliance Officer. The Compliance Officer will take suchaction he or she deems appropriate with respect to any Employee who violates,or whose Family Member violates, any provision of this Code. The ComplianceOfficer will keep records of all reports created under this Code and of allaction taken under this Code. All such records will be maintained in suchmanner and for such periods as are required under applicable Federal and statelaw. The Compliance Officer will inform the Audit Committee of the Board ofDirectors of material violations of this Code.
     Section 13.02. Rules of Conduct. Compliance with this Code shall be acondition of employment and of continued employment with the Company, andconduct not in accordance with this Code shall constitute grounds fordisciplinary action, which could include termination of employment.
     Section 13.03. Waivers for Certain Employees. Any waiver of this Code forexecutive officers or directors of the Company may be made only by theCompany’s Board of Directors.
     Section 13.04. Company Insiders. In addition to the Company’s right torequire any Employee to re-certify or confirm compliance with this Code fromtime to time, Company Insiders are required to promptly, fully, and truthfullyrespond to inquiries (which may be in written form) from the Company’sCompliance Officer with regard to compliance with this Code, including, withoutlimitation, with respect to involvement in related party transactions and otheractual or potential conflicts of interest.
THIS CODE IS NOT AN EMPLOYMENT CONTRACT NOR IS IT INTENDED TO BE AN ALLINCLUSIVE POLICY STATEMENT ON THE PART OF THE COMPANY. THE COMPANY RESERVESTHE RIGHT TO PROVIDE THE FINAL INTERPRETATION OF THE POLICIES IT CONTAINS ANDTO REVISE THESE POLICIES AS THE COMPANY MAY DEEM NECESSARY OR APPROPRIATE.