Directors, officers and employees of the Company or any of its subsidiaries, as well as Related Persons¹, are prohibited from purchasing or selling, or making any offer to purchase or offer to sell, derivative securities relating to Securities² of the Company or any of its subsidiaries, whether or not issued by the Company or any of its subsidiaries, such as exchange traded options to purchase or sell Securities of the Company or any of its subsidiaries (so called “puts” and “calls”) or financial instruments that are designed to hedge or offset any decrease in the market value of Securities of the Company or any of its subsidiaries (including but not limited to prepaid variable forward contracts, equity swaps, collars and exchange funds).

Directors and executive officers of the Company are prohibited from holding Securities of the Company or any of its subsidiaries in a margin account or otherwise pledging Securities of the Company or any of its subsidiaries as collateral for a loan because a margin sale or a sale of pledged Securities of the Company or any of its subsidiaries may occur at a time when the director or executive officer is aware of material non-public information or is otherwise not permitted to trade in Securities of the Company or any of its subsidiaries.

¹ A Related Person includes a spouse, minor children and anyone else living in the household of any director, officer or employee of the Company or any of its subsidiaries; any family members whose transactions are directed by or are subject to such director's, officer's or employee's influence and control; partnerships in which such director, officer or employee is a general partner; trusts of which such director, officer or employee is a trustee; estates of which such director, officer or employee is an executor; and any other equivalent legal entities that such director, officer or employee controls.

² Securities include, but are not limited to, stocks, bonds and other forms of corporate equity or indebtedness.