Conflicts of Interests

Conflicts of interest are prohibited. A conflict of interest arises any time your personal interests or activities interfere with your ability to act in the best interests of the Company. All employees, including Designated Executives, must discharge their responsibilities solely on the basis of what is in the best interests of the Company and independent of personal consideration or relationships. Non-employee directors must discharge their fiduciary duties as directors of the Company. Employees must disclose any potential conflicts of interest to the Office of Business Conduct and Ethics, which will advise the employee whether or not the Company believes a conflict of interest exists. Designated Executives and non-employee directors must disclose any potential conflicts of interest to the Audit Committee, which shall determine whether a conflict of interest exists. Any potential conflicts of interest involving your spouse, siblings, parents, in-laws, children, life partner and members of your household must also be disclosed.

Activities Outside the Company

Although National has no interest in preventing employees from engaging in lawful activities during non working hours, employees must make sure that their outside activities do not conflict or interfere with their responsibilities to the Company. For example, without approval by the Company a National employee generally may not:

• engage in self-employment or perform paid or unpaid work for others in a field of interest similar to National;
• use proprietary or confidential Company information for personal gain or to the Company’s detriment;
• use Company assets or labor for personal use, except for incidental use permitted under the Company’s policies;
• acquire any interest in property or assets of any kind for the purpose of selling or leasing it to the Company; or
• serve on the Board of Directors of a public company or on the Customer Advisory Board or Technical Advisory Board of any for-profit enterprise (see section below on “Service on Outside Boards of Directors” );
• perform the work of another organization on National time.

Community Activities

National encourages you to be actively involved in your communities through volunteer service to charitable, civic and public service organizations, and through participation in the political process and trade associations.

Employees must make sure, however, that their service is consistent with their employment with National and does not pose a conflict of interest. This is particularly important before accepting any leadership position (such as membership on the board of a charitable or civic organization), before seeking or accepting political office, or before soliciting a charitable contribution.

Service on Outside Boards of Directors

Serving as a director of another corporation may create a conflict of interest. Employees must disclose such service to the Office of Business Conduct and Ethics and obtain prior approval before serving on the board of another company, whether or not such company is a competitor of National.
Non-employee directors must disclose service on other boards to the Director Affairs Committee and to the Company’s General Counsel, who will conduct a review to ensure legal requirements are met. The Director Affairs Committee will make the final determination whether service on other boards by Designated Executives constitutes a conflict of interest.

Competitor Relationships

Employees must avoid even the appearance of a conflict of interest in their relationships with competitors. Without approval employees may not:

• make or maintain a financial investment in a competitor, except for investments in publicly traded corporations not exceeding 2% of the outstanding common stock;
• provide compensated or uncompensated services to a competitor, except for services rendered under a valid National contract with the competitor;
• disclose any Company proprietary information to a competitor, unless a nondisclosure agreement signed by the Company is in place; or
• utilize for any unauthorized purposes or disclose to a competitor or other third-party any proprietary data that has been entrusted to the Company by a customer or supplier.

Corporate Opportunities & Resources

You are prohibited from taking for yourself or giving to others personal opportunities that are discovered through the use of corporate property, information or position without approval. Without approval, you may not use corporate property, information or position for personal gain. No employee may compete with the Company directly or indirectly except as permitted by Company policies.

National may be entrusted with property or valuable information belonging to customers, suppliers, the Company’s employees, or other persons. Without approval, you may not use for personal gain any property or valuable information provided to National by customers, suppliers, the Company’s employees, or other persons.

All employees and non-employee directors should protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. Company assets should be used for legitimate business purposes, although minor Company resources may be used for personal purposes so long as such use is reasonable, does not cumulate to significant or abusive levels, does not interfere with your duties, is not done for pecuniary gain, does not conflict with the Company’s business and does not violate any Company policy. You may never use for personal purpose any property or valuable information entrusted to the Company which belongs to customers, suppliers, the Company’s employees, or other persons.

Indirect Interests and Relationships

A conflict of interest can also arise because of the business activities of your close relations. For example, an employee may have a potential conflict of interest wherever a close relative has a significant relationship with, or has a significant financial interest in, any supplier, customer or competitor.

You should not make or attempt to influence any decision that could directly or indirectly benefit your close relative. To protect yourself and the Company from the appearance of a conflict of interest, you should disclose the interest to the Office of Business Conduct and Ethics if you are an employee other than a Designated Executive. If you are a non-employee director or Designated Executive, you should make disclosure to the Audit Committee.