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 Certain provisions of this Code require you to act, or refrain from acting, unless prior approval is received from the appropriate person. Approvals relating to Designated Executives and non-employee directors must be obtained from the Audit Committee of the Company’s Board of Directors. All other approvals must be granted by the Office of Business Conduct and Ethics and in some instances as specified in this Code, the approval of another officer and/or department may be required. Employees may contact the Office of Business Conduct and Ethics for additional information on obtaining approvals. All such approvals should be requested in writing.
Other provisions of this Code require you to act, or refrain from acting, in a particular manner and do not permit exceptions based on obtaining a approval. Waiver of those provisions may only be granted by the Audit Committee, and changes in this Code may only be made by the Board of Directors. Waivers are material departures from any provision of this Code. All waivers granted to Designated Executives, other executive officers and directors must be disclosed promptly to the Company's stockholders.
In some situations it may not be clear whether a provision of this Code is intended to apply to particular conduct. In such situations, the Board of Directors and the Audit Committee have full power and authority to interpret the Code in a manner that they believe reflects the intent of the Board, and no determination that the Code was not intended to apply to such conduct shall be deemed to be a waiver of the Code’s prohibitions.
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