Procedures on the Receipt, Retention, and Treatment of Complaints on Accounting, Internal Accounting Controls, or Auditing Matters; Related Non-Retaliation Policy

As used in these Procedures, the term “questionable accounting or auditing matters” includes, without limitation, (i) fraud, deliberate error or misrepresentation in the preparation, evaluation, review or audit of any financial statement of the Company, (ii) fraud, deliberate error or misrepresentation in the recording and maintaining of financial records of the Company, (iii) deficiencies in or noncompliance with the Company’s internal accounting controls, (iv) misrepresentation or false statements to or by a senior officer or accountant regarding a matter contained in the Company’s financial records, financial reports or audit reports, or (v) deviation from full and fair reporting of the Company’s financial condition. For purposes of these Procedures, the term “Company” shall include the Company and its subsidiaries and affiliates.

To Whom Submitted. A report may be submitted to the Company’s (i) general counsel, (ii) corporate responsibility officer, (iii) compliance hotline, or (iv) Audit Committee of the Board of Directors (or the person designated by the Audit Committee to receive such report on its behalf). Contact information for the Company’s general counsel, corporate responsibility officer and Audit Committee is set forth on Exhibit A (See bottom of web page). The Company’s compliance hotline can be accessed by telephone or by email as set forth on Exhibit A. The contact information set forth on Exhibit A may be updated, as appropriate, from time-to-time, by the Company.

Preservation. Any person designated under these Procedures to receive a report and who receives a report in any written form (including by email) will take appropriate steps to ensure that a paper or electronic copy of the report is preserved, as the case may be. Any person designated to receive a report who receives a report by voicemail shall take appropriate steps to cause an accurate transcription to be made and to ensure that a paper copy of the transcription is preserved. Any person designated to receive a report who receives an oral report shall prepare a reasonable summary of the report and shall take appropriate steps to ensure that a paper copy of the summary is preserved.

Making Report Available to Audit Committee. Any person designated to receive a report under these Procedures who receives a report that appears not to have been submitted directly to the Audit Committee shall promptly make the report or a summary of the report prepared in accordance with these Procedures available to the Audit Committee (or its designee). The report and/or summary shall be made available without commentary or preliminary investigation.

Audit Committee Review. Upon receipt of a report of the type contemplated by these Procedures, the Audit Committee (or its designee) will be responsible for overseeing and directing the evaluation of the report. Such evaluation may be made independently of Company management if the Audit Committee so chooses under the circumstances. Any review and evaluation of such a report will include consideration whether the matters described in the report pertain to questionable accounting and auditing matters, the merits of the report, and whether further review and/or investigation is warranted. The Audit Committee (or its designee) shall have the authority to utilize the services of any Company personnel or retain any third party consultants and/or advisors it determines appropriate under the circumstances so as to assist in its evaluation. Any decision by the Audit Committee to review or investigate any matter brought to its attention as a result of these Procedures will not in any way be, or be deemed to be, a determination by the Audit Committee or the Company that any actions or inactions that are the subject of the report have, in fact, occurred or constitute questionable accounting and auditing matters. The Audit Committee (or its designee) will maintain a log of all reports of the type contemplated by these Procedures that are submitted and the status of any such reports, and the Audit Committee will establish and maintain regular Procedures to review (no less than quarterly) the status of reports received.

Conduct of Investigations. If the Audit Committee (or its designee) determines that further review or investigation of the matters raised in a report would be appropriate under the circumstances, the Audit Committee (or its designee) will promptly notify those parties the Audit Committee determines appropriate, promptly have such a review or investigation undertaken and authorize the retention of any third party consultants and/or advisors it deems appropriate. At the conclusion of such review and/or investigation, the Audit Committee will determine by majority vote what, if any, remedial action is appropriate. The Audit Committee will consult with and coordinate with the Board of Directors as the Audit Committee determines appropriate. All officers, directors, employees, consultants, and agents of the Company have an obligation to cooperate and comply with any review or investigation initiated by the Audit Committee pursuant to these Procedures.