Code of Conduct

ecoTECH Energy Group Corporation

CORPORATE CODE OF CONDUCT
Introduction and General Principles

ecoTECH Energy Group Corporation. (the "Company") is committed to the highest standards of legal and ethical conduct. In order to clearly define corporate expectations, ecoTECH Energy Group has undertaken a development of a Mission Statement so as to clearly define what the Company is all about. With this in hand, the Code of Business Conduct and Ethics (the "Code") sets forth the Company's policies with respect to the way we conduct ourselves individually and operate our business to fulfill the Mission Statement. The provisions of this Code are designed to deter wrongdoing and to promote honest and ethical conduct among our employees, officers and directors. The Code is to be interpreted in the context of the Company and its mission as stated in its Mission Statement.

In the course of performing our various roles in the Company, each of us will encounter ethical questions in different forms and under a variety of circumstances. Moments of ethical uncertainty may arise in our dealings with fellow employees of the Company, with customers, or with other parties such as government entities or members of our community. In achieving the high ground of ethical behavior, compliance with governmental laws is not enough. Our employees should never be content with simply obeying the letter of the law, but must also strive to conduct themselves in an honest and ethical manner. This Code provides clear rules to assist our employees, directors and officers in taking the proper actions when faced with an ethical dilemma.

The reputation of the Company is our greatest asset and its value relies on the character of its employees. In order to protect this asset, the Company will not tolerate unethical behavior by employees, officers or directors. Those who violate the standards in this Code will be subject to disciplinary action. If you are concerned about taking an action that may violate the Code or are aware of a violation by another employee, an officer or a director, follow the guidelines set forth in Sections 10 and 11 of this Code.

This Code applies equally to all employees, officers and directors of the Company. All references to employees contained in this Code should be understood as referring to officers and directors as well.

1. Compliance with Laws, Rules and Regulations.

Company policy requires that the Company, as well as all employees, officers and directors of the Company, comply fully with both the spirit and the letter of the Company Mission Statement, all laws, rules and regulations. Whenever an applicable law, rule or regulation is unclear or seems to conflict with either another law or any provision of this Code, all employees, officers and directors are urged to seek clarification from their supervisor, the appropriate compliance official or the Chief Executive Officer. See Section 11 for contact information. Beyond mere compliance with the law, we should always conduct our business with the highest standards of honesty and integrity – wherever we operate.

2. Conflicts of Interest.

Every employee has a primary business responsibility to the Company and its Mission Statement and must avoid conflicts of interest. A conflict of interest arises when an employee takes actions or enters into relationships that oppose the Mission Statement of the Company, harm the Company's reputation or interfere with the employee's performance or independent judgment when carrying out any actions on behalf of the Company. The Company strictly prohibits its employees from taking any action or entering into any relationship, personal or professional that creates, or even appears to create, a conflict of interest with the Mission Statement of the Company.

A conflict situation can arise when a director, officer or employee takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interests may also arise when a director, officer or employee, or a member of his or her family, receives an improper personal benefit as a result of his or her position with the Company and its mission. It may be a conflict of interest for a director, officer or employee to work simultaneously for a competitor, customer or supplier of products used by the Company in furtherance of its mission. The best policy is to avoid any direct or indirect business connection with such customers, suppliers or competitors, except on our behalf. Employees must be sensitive to potential conflicts of interest that may arise and use their best efforts to avoid the conflict.

Directors, officers and employees must notify the Chief Executive Officer of the existence of any actual or potential conflict of interest. With respect to officers or directors, the Board may make a determination that a particular transaction or relationship will not result in a conflict of interest covered by this policy. With respect to all other employees or agents, the Chief Executive Officer, acting alone, or the Board may make such a determination. Any waivers of this policy as to an officer or director may only be approved by the Board of Directors.

Any employee, officer or director who is aware of a transaction or relationship that could reasonably be expected to give rise to a conflict of interest in violation of this section must inform the appropriate personnel in accordance with the procedures set forth in Section 12 of this Code. If an employee has any questions regarding the Company's policy on conflicts of interest or needs assistance in avoiding a potential conflict of interest, he or she is urged to seek the advice of a supervisor or the Chief Executive Officer.

3. Corporate Opportunities.

Employees, officers and directors are prohibited from taking for themselves personally opportunities that are discovered through the use of Company property, Company information or their position in the Company. Furthermore, employees may not use Company property, information or influence or their position in the Company for improper personal gain. Finally, employees have a duty to advance the Company's legitimate interests when the opportunity to do so arises. Consequently, employees are not permitted to compete with the Company.

4. Confidentiality.

Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers or suppliers, except when disclosure is authorized by the Company or required by applicable laws or regulations. Confidential information includes proprietary information of the Company, as well as all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. This confidentiality requirement is in additional to any other obligations imposed by the Company to keep information confidential.

5. Insider Trading.

Employees, officers and directors will frequently become aware of confidential non-public information concerning the Company and the parties with which the Company does business. As set forth in more detail in the Company's Insider Trading Policy, the Company prohibits employees from using such confidential information for personal financial gain, such as for purposes of stock trading, or for any other purpose other than the conduct of our business. Employees must maintain the confidentiality of such information and may not make disclosures to third parties, including members of the employee's family. All non-public information about the Company should be treated as confidential information. To use non-public information for personal financial benefit or to "tip" others who may make stock trades on the basis of this information is not only unethical but also illegal. This policy also applies to trading in the securities of any other company, including our customers or suppliers, if employees have material, non-public information about that company which the employee obtained in the course of their employment by the Company. In addition to possible legal sanctions, any employee, officer or director found to be in violation of the Company's insider trading policy will face decisive disciplinary action. Employees are encouraged to contact the Company's Chief Executive Officer with any questions concerning this policy.

6. Protection and Proper Use of Company Assets.

All Company assets should be used for legitimate business purposes and all employees, officers and directors must make all reasonable efforts to protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability and must therefore be avoided. The suspected occurrence of fraud or theft should be immediately reported to the appropriate person in accordance with the procedures set forth in Section 11 of this Code.

An employee's obligation to protect the Company's assets extends to the Company's proprietary information. Proprietary information includes intellectual property such as patents, trademarks, copyrights and trade secrets. An employee who uses or distributes such proprietary information without the Company's authorization will be subject to disciplinary measures as well as potential legal sanctions.

7. Fair Dealing.

Although the success of our Company depends on our ability to outperform our competitors, the Company is committed to achieving success by fair and ethical means. We seek to maintain a reputation for fair dealing among our competitors and the public alike. In light of this aim, the Company prohibits employees from engaging in any unethical or illegal business practices. An exhaustive list of unethical practices cannot be provided. Instead, the Company relies on the judgment of each individual employee to avoid such practices. Furthermore, each employee should endeavor to deal fairly with the Company's customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair business practice.

8. Disclosures.

It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws, rules and regulations in all reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in all other public communications made by the Company. Employees shall endeavor in good faith to assist the Company in such efforts.

9. Waivers.

The Company expects all employees, officers and directors to comply with the provisions of this Code. Any waiver of this Code for executive officers, directors or employees may be made only by the Board of Directors or a Board committee and will be promptly disclosed to the public as required by law and stock exchange regulations.

10. Compliance Guidelines and Resources.

In some situations, our employees may not be certain how to proceed in compliance with this Code. This uncertainty may concern the ethical nature of the employee's own acts or the employee's duty to report the unethical acts of another. When faced with this uncertainty, the employee should carefully analyze the situation and make use of Company resources when determining the proper course of action. The Company also encourages employees to talk to their supervisors, or other personnel identified below, when in doubt about the best course of action.

  1. Gather all the facts. Do not take any action that may violate the Code until you have gathered all the facts that are required to make a well-informed decision and, if necessary, you have consulted with your supervisor, or the Chief Executive Officer.
  2. Is the action illegal or contrary to policy? If the action is illegal or contrary to the provision of this Code, you should not carry out the act. If you believe that the Code has been violated by an employee, an officer or a director, you must promptly report the violation in accordance with the procedures set forth in Section 12.
  3. Discuss the problem with your supervisor. It is your supervisor's duty to assist employees in complying with this Code. Feel free to discuss a situation that raises ethical issues with your supervisor if you have any questions. You will suffer no retaliation for seeking such guidance.
  4. Additional resources. The Chief Executive Officer is available to speak with you about problematic situations if you do not feel comfortable approaching your direct supervisor. If you prefer, you may request assistance in writing by sending a request to the Chief Executive Officer.

11. Reporting Procedures (Whistle Blower Policy/Contact Information).

All employees have a duty to report any violations of this Code, as well as violations of any laws, rules, or regulations. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations.

If you believe that the Code has been violated by an employee you must promptly report the violation to your direct supervisor or the Chief Executive Officer. If a report is made to a supervisor, the supervisor must in turn report the violation to the Chief Executive Officer. All violations by an officer or director of the Company must be reported directly to the entire Board of Directors.

12. Contact Information.

Reports may be made in person, by telephone or in writing by sending a description of the violation and the names of the parties involved to the appropriate personnel mentioned in the preceding paragraph.

13. Disciplinary Action.

Employees, officers and directors of the Company will be held accountable for adherence to this Code. The penalty for a particular violation of this Code will be decided on a case-by-case basis and will depend on the nature and severity of the violation as well as the employee's history of non-compliance and cooperation in the disciplinary process. Significant penalties will be imposed for violations resulting from intentional or reckless behavior. Penalties may also be imposed when an employee fails to report a violation due to the employee's indifference, deliberate ignorance or reckless conduct. All violations of this Code will be treated seriously and will result in the prompt imposition of penalties which may include (1) an oral or written warning, (2) a reprimand, (3) suspension, (4) termination and/or (5) restitution.

14. No Rights Created.

This Code is a statement of certain fundamental principles, policies and procedures that govern the Company's officers, directors and employees in the conduct of the Company's business. It is not intended to and does not create any rights in any employee, supplier, competitor, shareholder or any other person or entity.

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GENERAL STATEMENT

The purpose of this Code of Conduct (“Code”) is to provide a framework for making ethical business decisions in the course of business of GT Solar International, Inc. and its subsidiaries (the “Company”), to establish the importance of exercising sound, ethical judgment and to recognize the shared values we have with our customers, stockholders, employees, suppliers and other third parties with whom we do business. All members of the Board of Directors (the “Board officers and employees of the Company worldwide are subject to the Code”).

  • To our customers, we are committed to providing quality products,
  • To our stockholders, we are committed to growing the value of the Company through sound and ethical business practices.
  • To our employees, we are committed to fair and unbiased treatment, and providing a safe working environment.
  • To our suppliers and other third parties with whom we do business, we are committed to providing an ethical business relationship.

I. POLICIES AND PRACTICES*

  1. Compliance with Laws

    You must obey the laws of the jurisdictions in which the Company operates. Where necessary, seek guidance from your supervisor or the General Counsel or Chief Executive Officer. No person has authority to violate any law or to direct others to violate any law on behalf of the Company.

  2. Conflicts of Interest

    A conflict of interest may arise where your loyalties are divided, or appear to be divided, between your interests and those of the Company. The Company expects that you will not knowingly place yourself in a position that would be, or would have the appearance of being, in conflict with the Company’s interests. The following list is not exhaustive, but identifies potential areas of interest conflicts:

    1. Accepting Gifts and Entertainment

      Accepting any gift of more than nominal value or entertainment that is more than a routine social amenity can appear to be an attempt to gain favorable treatment from you.

      1. Gifts, Entertainment and other Gratuities to the Company’s Representatives

        You are prohibited from accepting any gift of more than nominal value. The key is to keep an arm’s length relationship, to avoid excessive or lavish gifts and to ensure that any gift is reasonable and appropriate under the circumstances. Gifts of any value may never be solicited, and gifts of cash or securities may never be accepted. In the case of entertainment, it must be of a reasonable nature and in the course of a meeting or another occasion for the purpose of bona fide business discussions or to foster better business relations. In cases where a proposed gift is of more than nominal value, you should consult the Chief Executive Officer or the General Counsel.

      2. Gifts and Business Courtesies

        You are permitted to provide meals, refreshments, entertainment and other business courtesies of reasonable value to non-government persons in support of the Company’s business activities, so long as this practice (i) does not violate any law or regulation, or the standards of the recipient’s organization, and (ii) is consistent with industry practices, infrequent in nature and not lavish or extravagant. While the latter is difficult to define with specificity, use common sense and good judgment. It is illegal for the Company or its representatives to pay to or receive anything of value from any labor organization.

        No gifts or other items of value may be given by you at any time to any government official, domestic or foreign.

    2. Outside Employment/Conflicting Outside Activities

      Employees are not to engage in outside work or outside activities that have, or could have, a material adverse effect on the performance of the employee’s duties to the Company, imply sponsorship or support by the Company, adversely affect the reputation of the Company, or otherwise compete with the Company. This prohibition also extends to the unauthorized use or application of resources and of any proprietary, confidential or trade secret information or intellectual property of the Company. If you wish to accept outside employment or engage in a conflicting outside activity (or have any questions about whether an outside activity conflicts with your employment by the Company), you must submit to the Audit Committee a request containing pertinent information about the outside employment or activity and obtain the prior written approval of the Audit Committee for such outside employment or activity.

    3. Employees’ Interests in Other Businesses

      Unless approved in advance by the Audit Committee, neither an employee nor his or her spouse or any other member of the employee’s immediate family, may directly or indirectly have a significant financial interest in a competitor or customer or supplier of the Company if that employee or his or her subordinates deal directly or indirectly with that competitor or customer or supplier in the course of his or her job with the Company. A “significant financial interest” is defined as ownership of more than five percent (5%) of the outstanding capital stock of a public company or any ownership interest in a company that is not publicly traded. If you are a director, officer, partner or have an ownership interest in a party with which the Company is doing business, or contemplates doing business (even indirectly, by way of example, through a family member), that interest must be approved by the Audit Committee of the Board prior to the transaction.

    4. Political Involvement

      You are advised that your participation in the political process, including any donations, must be for yourself individually, on your own time and at your own expense. The Company will not reimburse you for such contributions and you should not request such reimbursements.

  3. Business Relationships

    The Company seeks to outperform its competition fairly and honestly. The Company seeks competitive advantages through superior performance, not unethical or illegal business practices. When acting on behalf of the Company, you must endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees.

    1. Customer Relationships

      When acting on behalf of the Company, you must always treat customers and potential customers fairly and ethically. It is the Company’s policy to sell our products and services on their merits and to avoid making false comments about the products and services of competitors.

    2. Suppliers

      When acting on behalf of the Company, you should always treat suppliers and potential suppliers fairly and ethically. Suppliers must be selected on the basis of objective criteria, such as quality, price, technical excellence, service reputation and production/service capacity. If you are working with current suppliers on behalf of the Company, you must never intentionally interfere with a supplier’s contracts or business relations with a competitor of the Company.

    3. Contracts and Commitments

      You may not enter into any agreement binding the Company without authorization. The Company has instituted contract and signature approval policies that identify those individuals who have the authority to approve and sign certain contracts binding the Company and its subsidiaries. If there are any questions about signature authority for a given contract, contact the General Counsel.

  4. Use and Protection of Information, Property, Systems and Other Resources

    The facilities and other resources provided by the Company are to be used in support of its business. Any personal use permitted by Company policy must be incidental, not interfere with work requirements and not be excessive.

    1. Offensive and Inappropriate Material; Illegal Activities

      The Company’s policies prohibit using its resources to send, distribute or receive illegal, sexually explicit, abusive, offensive, profane, defamatory or other inappropriate content.

    2. Solicitations on Work Premises

      Solicitation not related to the business of the Company in its workplace is prohibited without the prior written consent of the Chief Executive Officer or Chief Financial Officer.

      Company facilities may have bulletin boards or procedures for distributing general interest, local information at work sites. Use of those resources is authorized when related to charitable or similar efforts, is limited to the designated bulletin boards or other approved areas, and results in no personal solicitation (e.g., posting of a sign-up sheet). Consult with your supervisor or facility manager for local bulletin board and e-mail procedures.

    3. Theft and Misuse of the Company’s Resources

      Actual or attempted theft or misuse of the Company’s resources, including documents, equipment, intellectual property, personal property of other employees, cash or any other items of value is subject to immediate termination and possible criminal proceedings. You have a responsibility to report any actual or attempted theft or misuse to the Company’s management.

    4. Proprietary and Other Confidential Information

      You must safeguard and hold in strict confidence proprietary, confidential and/or trade secret information, including information of the Company or any of its business partners. You should exercise prudence and care in dealing with such information. Your use of the information is strictly limited to your work for the Company and the relevant project on which the information was disclosed to you. Any such information must be returned when requested or upon the termination of your employment.

    5. Third Party Intellectual Property

      Unauthorized use of third party intellectual property, including copyrighted materials, trademarks, and patented items, by employees is strictly prohibited. You should be aware that unauthorized use can result in both civil and criminal penalties and sanctions. Employees are to consult with the General Counsel for questions regarding authorization for the use of and appropriate usage of third party intellectual property.

  5. Bribery, Kickback and Fraud

    No funds or assets shall be paid, loaned or otherwise given as bribes, kickbacks or other payments designed to influence or compromise the conduct of the recipient; and no employee of the Company shall accept any funds or other assets for assisting in obtaining business or special concessions from the Company. You should conduct Company business in such a manner that our reputation and integrity will be enhanced if the details of your business dealings should become a matter of public record. To illustrate the standard that the Company expects every employee to maintain, the following conduct is expressly prohibited:

    • Payment or receipt of money, gifts, loans or other favors that may tend to influence business decisions or compromise independent judgment;
    • Payment or receipt of rebates or kickbacks to obtain business for or from the Company;
    • Payment of bribes to government officials to obtain favorable rulings or otherwise influence decision making; and
    • Any other activity that would similarly degrade the reputation or integrity of the Company.

    Employees have a responsibility to report any actual or attempted bribery, kickback or fraud.

  6. Workplace Health and Safety

    The Company is committed to providing a drug-free, safe, and healthy workplace in accordance with applicable laws and regulations. Therefore, you are required to follow carefully all safety instructions and procedures that the Company implements. You should promptly report accidents, injuries or other health and safety concerns and refer related questions to your supervisor or facility manager.

  7. Employment Matters

    The Company is committed to fostering a business-like atmosphere that promotes equal employment opportunities and prohibits discriminatory practices. The Company expects that relationships among persons in the workplace will likewise be business-like and free of unlawful bias, prejudice and harassment. You are expected to be conscientious, reliable, and honest; to perform assigned responsibilities and duties in accord with acceptable standards; to be courteous and cooperative with co-workers, management, customers and suppliers; and to ensure the integrity and ethical standards of the Company. You will not engage in activities that interfere with the performance or the operating procedures of the Company.

    1. Non-Discrimination/Anti-Harassment

      The Company’s policy is to ensure equal employment opportunity without discrimination or harassment on the basis of age, color, disability, national origin, race, religion, sex or other status protected by applicable law.

    2. Anti-Retaliation

      No employee may illegally retaliate against another employee for invoking his or her legal rights, or participating in a Company investigation, and any such retaliation may result in the termination of your employment.

    3. Workplace Relationships

      Employees are not permitted to maintain a close personal or private relationship where the employment relationship involves a supervisor and subordinate, involves financial or audit oversight or control or constitutes a possible conflict of interest. The Company will endeavor to exercise discretion in its review of the matter, and the Company may elect to arrange for a suitable change in the working relationship, subject to the approval of the Company’s management. In the event that efforts to arrange for a suitable change in the working relationship cannot be implemented within a period of time acceptable to the Company, the Company reserves the right to terminate the employment of one or both of the employees from the Company.

    4. Substance Abuse

      No employee may use, possess, distribute, sell or be under the influence of alcohol or illegal drugs; use over-the-counter or prescription drugs in a manner inconsistent with the legally prescribed amount and accompanying instructions; or improperly or illegally use any inhalant or perception-altering substance during performance of work for the Company or while on the premises of the Company.

  8. Books and Records

    The Company’s internal accounting controls are intended to safeguard the assets of the Company and to ensure the accuracy of its financial records and reports, which form the basis for managing our business and fulfilling our obligations to stockholders, employees and regulatory authorities. Each employee must properly, accurately and completely reflect all components of transactions in accordance with law and promptly enter all relevant facts relating to such transactions on our books. No person may interfere with or seek to influence improperly, directly or indirectly, the accuracy, completeness or auditing of such records. No person may create false or misleading documents or accounting, financial or electronic records for any purpose relating to the Company, and no one may direct an employee to do so. No person may obtain or create false invoices or other misleading documentation or invent or use fictitious entities, sales, purchases, services, loans or other financial arrangements for any purpose relating to the Company. All reports made to regulatory authorities must be full, fair, accurate, timely and understandable. If an employee becomes aware of any improper transaction or accounting practice, he or she must report the matter immediately to the General Counsel or the Chief Financial Officer. Employees are also responsible for accurately reporting time worked.

  9. Communications with the Media

    The Company’s policy is to provide accurate and timely information about its business to investors, the media and the general public. The Company is in the process of establishing formal policies to manage communications with financial analysts and the media. Employees will be expected to comply with such policies. Presently, all inquiries received from financial analysts or the media concerning the Company should be directed to General Counsel or Chief Financial Officer.

  10. Document Retention

    There are legal requirements that certain records be retained for specific periods of time. Whenever it becomes apparent that documents of any type will be required in connection with a lawsuit or government investigation, all possibly relevant documents should be preserved, and ordinary destruction of documents pertaining to the subjects of the litigation or investigation should be immediately suspended. If an employee is uncertain whether documents under his or her control should be preserved because they might relate to a lawsuit or investigation, he or she should contact the responsible records official or the General Counsel.

II. COMPLIANCE WITH THIS CODE OF CONDUCT

As a condition of employment, the Company reserves the right to require you to complete and submit a statement in a form designated by the Company pertaining to your compliance with this Code upon commencement of employment and annually thereafter. A violation of this Code may result in disciplinary action, including termination of employment. Violations of this Code constitute a basis for disciplinary action. The Company has additional policies and procedures governing conduct and certain civil and criminal laws and regulations may result in external sanctions as well. The Company further reserves the right to take disciplinary action on any matters pertaining to employee conduct, whether or not they are expressly discussed in this Code.

III. REPORTING SUSPECTED NON-COMPLIANCE

  1. General Policy

    As a part of the commitment to ethical and legal conduct, we expect employees to report to the Company information about suspected violations of this Code. Failure to report known wrongdoing may result in disciplinary action against those who fail to report.

  2. Complaint Procedure

    Employees should follow the following procedure when reporting any complaint or concern relating to the Company, including a complaint or concern regarding financial reporting, internal accounting controls, or auditing matters of the Company, such as:

    • fraud or deliberate error in preparation, evaluation, review or audit of any financial statement of the Company;
    • fraud or deliberate error in recording or maintaining of financial records of the Company;
    • misrepresentations or false statements to or by a senior officer of the Company or an accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company; or
    • deviation from full and fair reporting of the Company’s financial condition.
    1. Notification of Complaint

      Employees with complaints should promptly report them to:

      • such employee’s immediate supervisor;
      • the Human Resources Manager; or
      • the General Counsel.

      Reports may be submitted anonymously through the Compliance Hotline. Regardless of the medium, the Company will maintain the confidentiality of persons submitting reports to the fullest extent reasonably practicable within the legitimate needs of the law and any ensuing evaluation or investigation.

    2. Contents of Complaint

      Reports should be as detailed as possible. The report should, to the extent possible, contain the following information:

      • the alleged event, matter or issued that is the subject of the report;
      • the name of each person involved;
      • if the report involves a specific event or events, the approximate date and location of each event; and
      • any additional information, documentation or other evidence available to support the report.
    3. Investigation

      Employees are expected to cooperate in investigations of any suspected violation.

    4. Confidentiality

      Investigations will be conducted discreetly, as appropriate under the circumstances. Those investigating shall not act as personal representatives or lawyers for employees. Parties to an investigation shall not discuss the matter with other employees.

    5. Protection against Retaliation

      Retaliation in any form against an individual who reports a violation of, or assists in an investigation if, the Code or of law, even if the report is mistaken, is itself a serious violation of this Code. Acts of retaliation should be reported immediately and will be disciplined appropriately. Employees who submit a complaint in bad faith may face disciplinary action, including termination.

IV. APPROVALS AND WAIVERS

Approvals and waivers of provisions of this Code may only be granted by the Audit Committee, except as otherwise indicated in this Code.

To seek Audit Committee approval of or consent to any waiver of any provisions of this Code, a person may submit the request directly to the Audit Committee or to the General Counsel, who will submit such request to the Audit Committee. Any waiver relating to executive officers and board members is required to be promptly disclosed pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Changes in this Code may only be made by the Audit Committee and will be disclosed as required by the rules and regulations of the SEC. The Audit Committee shall provide a quarterly written update to the Board indicating whether there were any breaches of this Code during the prior quarter or any approval or waivers of the provisions of this Code for any of the Company’s employees.

V. ACKNOWLEDGEMENT

Each member of the Board, and each officer and employee shall annually acknowledge by signing the following form, confirming that they have read, understood and complied with this Code.