1.     If an employee or any other person believes that the Company or any person acting on behalf of the Company has violated any law or Company policy, such person is encouraged to promptly call the Company’s Whistleblower Hotline number: 877.369.7407. The Whistleblower Hotline has been established under the ReportLine Program entered into by the Company with The Network, Inc. (the “Hotline Provider”) to report any of these potential violations.

2.     Potential violations of law or policy include but are not limited to the following:

•  any of the matters set forth in the Company’s Code of Ethics and Business Conduct under “Compliance with this Code and Reporting of any Illegal or Unethical Behavior”;

•  fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company, or in the recording and maintenance of financial records of the Company;

•  deficiencies in or noncompliance with the Company’s internal accounting controls; or

•  deviation from full and fair reporting of the Company’s financial condition.

3.     The Hotline Provider shall refer (1) all anonymous contacts and (2) all contacts relating to accounting, interval accounting controls or auditing matters, or otherwise regarding questionable accounting or auditing matters shall be referred to the Audit Committee. The Hotline Provider shall refer all contacts relating to human resources or other issues to the General Counsel.

4.     As to matters referred to the General Counsel, the General Counsel shall make a determination as to whether a reasonable basis exists for commencing an investigation, and, if so, the General Counsel may conduct such investigation utilizing other employees or outside consultants (including the Hotline Provider and accountants and lawyers).

5.     As to matters referred to the Audit Committee (or as to matters which the Committee otherwise elects to consider), the Audit Committee shall make a determination as to whether a reasonable basis exists for commencing an investigation, and, if so, will conduct such investigation. If the Audit Committee decides to investigate, then the Audit Committee shall proceed with an investigation or instruct a Committee designee, the General Counsel, outside counsel or any other person (including the Hotline Provider) to do so. If it delegates authority to investigate, the Audit Committee shall nonetheless oversee and retain ultimate responsibility for each investigation and for implementation of this policy. The Audit Committee shall have the authority to retain outside legal or accounting expertise in any investigation as it deems necessary to conduct the investigation in accordance with its charter and this policy.

6.     The Audit Committee will make periodic reports to the Board any noncompliance with legal and regulatory requirements, make recommendations as to any corrective action to be taken, and seek to ensure that the Board takes corrective action including, where appropriate, reporting any violation to the relevant federal, state or regulatory authorities.

7.     Directors, officers and employees that are found to have violated any laws, governmental regulations or Company policies will face appropriate disciplinary action, which may include demotion or discharge.

8.     Neither the Company nor any of its employees shall retaliate against any employee who in good faith submits a concern pursuant to this policy, irrespective of whether a violation is ultimately determined to have been committed.

9.     All concerns submitted by an employee regarding an alleged violation or concern will remain confidential to the extent practicable. In addition, all written statements, along with the results of any investigations relating thereto, shall be retained by the Company for a minimum of six years.