Washington, D.C. 20549








Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): July 9, 2014




(Exact name of registrant as specified in its charter)


Delaware   00028489   02-0563870
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)


305 College Road East
Princeton, New Jersey
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (609) 452-9813



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):


[  ]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[  ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[  ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[  ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.


On July 9, 2014, the Board of Directors of Advaxis, Inc. (the “Company”) approved and adopted an amended and restated Code of Business Conduct and Ethics (the “Code of Ethics”), attached hereto as Exhibit 14.1. The Code of Ethics is applicable to all employees of the Company, including its principal executive officer, principal financial officer and other executive officers. The purpose of the amendment was to bring certain provisions of the Code of Ethics into conformity with the Company’s existing policies as set forth in its employee handbook. The revisions to the Code of Ethics do not result in any waiver to any officer or employee of the Company, explicit or implicit, from the provisions of the Code of Ethics in effect prior to the amendment.


Item 5.07 Submission of Matters to a Vote of Security Holders.


At the Annual Meeting of Stockholders of the Company held on July 9, 2014, four proposals were submitted to the stockholders of the Company. The proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 20, 2014. The final results for the votes regarding each proposal are set forth below.


1. The six nominees listed below were elected and qualified to serve on the Board of Directors of the Company until the next annual meeting of stockholders or until their respective successors:


Nominee   For     Withhold Authority     Broker Non-Votes  
Dr. James P. Patton     7,274,466       1,230,489       6,261,461  
Daniel J. O’Connor     7,218,165       1,286,790       6,261,461  
Roni A. Appel     7,219,373       1,285,582       6,261,461  
Richard J. Berman     7,242,778       1,262,177       6,261,461  
Dr. Thomas McKearn     7,309,164       1,195,791       6,261,461  
Dr. David Sidransky     7,245,973       1,258,982       6,261,461  




2. The stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the total number of authorized shares of capital stock from 30,000,000 consisting of 25,000,000 shares of common stock and 5,000,000 shares of “blank check” preferred stock to 50,000,000 consisting of 45,000,000 shares of common stock and 5,000,000 shares of “blank check” preferred stock.


For     Against     Abstain  
10,522,063       4,120,559       123,794  


A copy of the Certificate of Amendment to the Company's Certificate of Incorporation that reflects the foregoing proposal is attached hereto as Exhibit 3.1.


3. The stockholders ratified and approved an amendment to the Company’s 2011 Omnibus Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under such plan by 1,600,000 shares.


For     Against     Abstain     Broker Non-Votes  
6,021,913       2,301,236       181,806       6,261,461  


4. The stockholders ratified the selection of Marcum, LLP as the Company’s independent registered public accountants for the fiscal year ending October 31, 2014.


For     Against     Abstain  
12,872,205       1,542,041       352,170  


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Description
3.1   Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Advaxis, Inc. (filed July 9, 2014)
14.1   Advaxis, Inc. Code of Business Conduct and Ethics (revised as of July 9, 2014)






Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


   By /s/ Daniel J. O’Connor
Name: Daniel J. O’Connor
Title: Chief Executive Officer

Date: July 10, 2014






Exhibit No.   Description
3.1   Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Advaxis, Inc. (filed July 9, 2014)
14.1   Advaxis, Inc. Code of Business Conduct and Ethics (revised as of July 9, 2014)











( a Delaware corporation )


Advaxis, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:


1. The amended and restated certificate of incorporation of the Corporation is hereby amended by deleting Article Fourth thereof in its entirety and inserting the following in lieu thereof:


Fourth : The total number of shares which the Corporation shall have the authority to issue is Fifty Million (50,000,000) shares of which Forty-Five Million (45,000,000) shares shall be designated “Common Stock” and have a par value of $0.001 per share, and Five Million (5,000,000) shares shall be “blank check” preferred stock and have a par value of $0.001.”


2. The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.


IN WITNESS WHEREOF , the Corporation has caused this Certificate of Amendment of the Amended and Restated Certificate of Incorporation to be executed and acknowledged by its duly appointed officer as of this ninth day of July, 2014.


  Advaxis, Inc, a Delaware corporation
  By: /s/ Gregory T. Mayes
  Name: Gregory T. Mayes
  Title: Chief Operating Officer,
    Executive Vice President and Secretary





Exhibit 14.1


Revised July 9, 2014








Advaxis, Inc. expects that directors, officers and employees will conduct themselves ethically and properly as a matter of course and comply with the guidelines set forth below.


This Code of Business Conduct and Ethics (this “Code”) is prepared, in large part, due to the requirements of the Sarbanes-Oxley Act of 2002 and rules of the NASDAQ Capital Market and/or any other exchange upon which the Company’s stock may be traded and is applicable to Advaxis, Inc. and all direct and indirect U.S. subsidiaries (hereinafter referred to collectively as the “Company”). Directors, officers and employees of any foreign subsidiaries are also expected to act properly and consistent with country-specific guidelines developed for such subsidiaries in addition to this Code.


This Code exists to provide the Company’s directors, officers, employees, shareholders, suppliers and members of the general public with an official statement as to how the Company conducts itself internally and in the marketplace and certain standards that the Company shall require of its directors, officers and employees.


The Company’s Compliance Officer on the Effective Date of this Code is Gregory T. Mayes, III and the term “Compliance Officer”, as used in this Code, refers to the Company’s current Compliance Officer and any subsequent person appointed to that office.




This Code is intended to provide a codification of standards that is reasonably designed to deter wrongdoing and to promote the following:


  Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
  Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company;
  Compliance with applicable governmental laws, rules and regulations;
  The prompt internal reporting to an appropriate person or persons identified in this Code for violations of this Code; and
  Accountability for adherence to this Code.






This Code applies to the Company’s Chairman of the Board, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and other executive officers as well as to all directors, officers and employees of the Company. As used herein, the term “employees” shall be deemed to include each of the foregoing persons unless specifically stated otherwise or unless the context clearly indicates otherwise.




Under this Code, all directors, officers (including the Company’s Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and other executive officers) and employees are expected to conduct business for the Company in the full spirit of honest and lawful behavior and shall not cause another director, officer, employee or non-employee to act otherwise, either through inducement or coercion.


I. Conflicts of Interest and Other Matters


Conflicts of interest may arise when an employee’s position or responsibilities with the Company present an opportunity for personal gain apart from the normal compensation provided through employment. The following guidelines are provided:


A. Protection and Proper Use of Company Funds and Assets


The assets of the Company are much more than its properties, facilities, equipment, corporate funds and computer systems; they include technologies and concepts, business strategies and plans, as well as information about its business. These assets may not be improperly used and/or used to provide personal benefits for employees. In addition, employees may not provide outside persons with assets of the Company for the employee’s personal gain or in such a manner as to be detrimental to the Company. Employees should protect the Company’s assets and ensure their efficient and proper use. Theft, carelessness and waste have a direct impact on the Company’s profitability. All Company assets should be used for legitimate business purposes.


B. Confidential Information


As a publicy traded Company, confidentiality is crucial to the Company’s business. In the course of employment with the Company, employees may have access to “Confidential Information” regarding the Company, which may include its business strategy, future plans, financial information, contracts, suppliers, personnel information or other information that the Company considers proprietary and confidential. Maintaining the confidentiality of this information is vital to the Company’s competitive position in the industry and, ultimately, to its ability to achieve financial success and stability. Employees must protect this information by safeguarding it when in use, using it only for the business of the Company and disclosing it only when authorized to do so and to those who have a legitimate business need to know about it. This duty of confidentiality applies whether the employee is on or off the Company’s premises, and during and even after the end of the employee’s employment with the Company. This duty of confidentiality also applies to communications transmitted by the Company’s electronic communications.




C. Outside Financial Interests Influencing an Employee’s Decisions or Actions


Employees should avoid any outside financial interest that might influence their decisions or actions on matters involving the Company or its businesses or property. Such interests include, among other things: (i) a significant personal or immediate family interest in an enterprise that has significant business relations with the Company; or (ii) an enterprise or contract with a supplier, service-provider or any other company or entity where the employee or a member of the immediate family of the employee is a principal or financial beneficiary other than as an employee. All such interests should be disclosed by the employee to the Company’s Compliance Officer.


D. Outside Activities Having Negative Impact On Job Performance


Employees should avoid outside employment or activities that would have a negative impact on their job performance with the Company, or which are likely to conflict with their job or their obligations to the Company.


E. Business Opportunities; Competitive Interests; Corporate Opportunities


No employee may enter into any contract or arrangement, own any interest or be a director, officer or consultant in or for an entity which enters into any contract or arrangement (except for the ownership of non-controlling interests in publicly-traded entities) with the Company for the providing of services to the Company unless and until the material facts as to the relationship or interest and the contract or transaction are fully disclosed to the Company’s Compliance Officer and, if approved by the Company, the Company’s Compliance Officer shall provide written confirmation of the approval of said contract or transaction.


Employees owe a duty to the Company to advance its legitimate interests when the opportunity arises to do so. Employees should refrain from and shall be prohibited from: (i) taking for themselves or for their personal benefit opportunities that could advance the interests of the Company or benefit the Company, when such opportunities are discovered through the use of Company property, information or position; (ii) using Company property, information or position for personal gain; or (iii) competing with the Company.


II. Dealing With Suppliers, Customers And Other Employees


The Company obtains and keeps its business because of the quality of its operations. Conducting business, however, with other employees, suppliers and customers can pose ethical or even legal problems. The following guidelines are intended to help all employees make the appropriate decision in potentially difficult situations.




A. Bribes and Kickbacks


No employee of the Company may ever accept or pay bribes, kickbacks or other types of unusual payments from or to any organization or individual seeking to do business with, doing business with or competing with the Company.


B. Gifts


Employees may accept gifts or entertainment of nominal value as part of the normal business process if public knowledge of the employee’s acceptance could cause the Company no conceivable embarrassment. Even a nominal gift and/or entertainment should not be accepted if it might appear to an observer that the gift and/or entertainment would influence the employee’s business decisions. The term “nominal value” applies to the amount of the gift and/or its frequency; i.e., frequent gifts, even if of nominal value, are unacceptable. The term “entertainment” includes, but is not limited to, meals, charitable and sporting events, parties, plays and concerts. If you have any questions about the acceptance of entertainment or gifts, ask the Company’s Compliance Officer for advice.


C. Travel and Entertainment Expenses


Employees must comply with the Company’s policy on travel and entertainment expenses as set forth in the Company’s policies and procedures, as the same may be amended or supplemented from time to time.


D. Relations with Government Personnel


The Company will not offer, give or reimburse expenses for entertainment or gratuities (including transportation, meals at business meetings or tickets to sporting or other events) to government officials or employees who are prohibited from receiving such by applicable government regulations.


E. Payments to Agents, Consultants, Distributors, Contractors


Agreements with agents, sales representatives, distributors, contractors and consultants should be in writing and should clearly and accurately set forth the services to be performed, the basis for earning the commission or fee involved and the applicable rate or fee. Payments should be reasonable in amount and not excessive in light of the practice in the trade and commensurate with the value of services rendered.


F. Fair Dealing


Each employee should endeavor to deal fairly with the Company’s customers, suppliers, competitors and other employees.




G. Equal Employment Opportunity


It is the policy of the Company to provide equal employment opportunities to all employees and employment applicants without regard to unlawful considerations of race, religion, creed, color, national origin, sex, sexual orientation, gender identity, age, ancestry, physical or mental disability, medical condition including medical characteristics, marital status or any other classification protected by applicable local, state or federal laws. This policy prohibits unlawful discrimination based on the perception that anyone has any of those characteristics, or is associated with a person who has or is perceived as having any of those characteristics. This policy applies to all aspects of employment, including, but not limited to, hiring, job assignment, working conditions, compensation, promotion, benefits, scheduling, training, discipline and termination. In compliance with the Americans with Disabilities Act (ADA), the Company provides accommodation to the disabled to the full extent required by law. The Company may require medical certification of both the disability and the need for accommodation.


The Company expects all employees to support our equal employment opportunity policy, and to take all steps necessary to maintain a workplace free from discrimination and harassment.


III. Books and Records


False or misleading entries shall not be made in any reports, ledgers, books or records of the Company nor shall any misrepresentation be made regarding the content thereof. No employee may engage in an arrangement that in any way may be interpreted or construed as misstating or otherwise concealing the nature or purpose of any entries in the books and records of the Company. No payment or receipt on behalf of the Company may be approved or made with the intention or understanding that any part of the payment or receipt is to be used for a purpose other than that described in the documents supporting the transaction.


IV. Competitive Practices


In business, it is inevitable that the Company and its competitors will meet and talk from time to time; this is neither against the law nor to be avoided. What will not be tolerated is collaboration with competitors in violation of the law on such things as pricing, production, marketing, inventories, product development, sales territories and goals, market studies and proprietary or confidential information.


As a vigorous competitor in the marketplace, the Company seeks economic knowledge about its competitors; however, it will not engage in illegal acts to acquire a competitor’s trade secrets, financial data, information about company facilities, technical developments or operations.


V. Political Activities & Contributions


The Company encourages each of its employees to be good citizens and to participate in the political process. Employees should, however, be aware that: (1) federal law and the statutes of some states in the U.S. prohibit the Company from contributing, directly or indirectly, to political candidates, political parties or party officials; and (2) employees who participate in partisan political activities should ensure that they do not leave the impression that they speak or act for the Company.




VI. Compliance with Laws, Rules and Regulations


The Company proactively promotes compliance by all employees with applicable laws, rules and regulations of any governmental unit, agency or division thereof and the rules and regulations of the NASDAQ Capital Market and/or any other exchange on which the Company’s securities may be traded.


A. Insider Trading Policy


The Company has adopted an Insider Trading Policy to promote compliance with applicable securities laws which is applicable to all directors, officers and employees of the Company. If a director, officer or any employee of the Company or any agent or advisor of the Company has material, nonpublic information relating to the Company, it is the Company’s policy that neither that person nor any Related Person may buy or sell securities of the Company (the “Company Securities”) or engage in any other action to take advantage of, or pass on to others, that information. The Insider Trading Policy also applies to material, nonpublic information relating to any other company with publicly-traded securities, including our customers or suppliers, obtained in the course of employment by or association with the Company.


To avoid even the appearance of impropriety, additional restrictions on trading Company Securities apply to directors and members of executive management. Such persons may only buy or sell Company Securities in the public market during the period beginning two full trading days after the release of the Company’s quarterly earnings and ending one calendar month prior to the end of the next fiscal quarter. Furthermore, directors and officers subject to Section 16 of the Securities Exchange Act of 1934, as amended, must obtain prior clearance before he, she or a Related Person makes any purchases or sales of Company Securities, including any exercise of stock options.


“Related Person” means a person’s spouse, minor children and anyone else living in such person’s household; partnerships in which such person is a general partner; trusts of which such person is a trustee; estates of which such person is an executor; and other equivalent legal entities controlled by such person.


B. Corporate Disclosure and Communications Policy


It is the Company’s policy to vigorously comply with all applicable laws, including, without limitation, Regulation FD promulgated by the SEC, in connection with the Company’s corporate disclosures and communications. In connection with this policy, all disclosures made by the Company to its shareholders and to the investment community, whether contained in a communication filed with the SEC or other public communications: (i) should be full, fair, accurate and understandable, (ii) should fairly present, in all material respects, the Company’s financial condition and results of operations and (iii) should be made on a timely basis as required by applicable law and NASDAQ rules. These disclosures will also be made in compliance with the Company’s obligations to maintain the confidentiality of competitive and proprietary information and the Company’s contractual and legal obligations.




To ensure that the Company complies with Regulation FD and its other disclosure obligations and policies, only the Chief Executive Officer, Chief Operating Officer and certain specifically designated members of the Company’s Investor Relations Department may disclose information to the media and other market professionals. The Company has established specific policies relating to earnings announcements, financial guidance, analyst meetings, investor conferences and scientific conferences. In addition, only specifically designated employees and contractors are authorized to post company-sponsored information to social media channels and all such postings are required to be made in compliance with all of the Company’s other policies and procedures.


C. Clinical Trials Communications


As a company engaged in clinical trial research, the Company must comply with U.S. Food and Drug Administration (“FDA”) regulations. Any employee who hears about an Adverse Event that might be related to a Company drug, whether it is through corporate or personal channels, must report the information to the Company’s Chief Scientific Officer, who will then follow the proper reporting requirements. An “Adverse Event” is any negative health change (usually unexpected), generally in connection with a clinical trial, such as a side effect of a drug, an unrelated incident or even death.


In addition, any communications with people who are interested in being patients in the Company’s clinical trials or who have questions about the status of any of the Company’s clinical trials must go through the Company’s Investor Relations and Corporate Communications Department.


VII. Protection of Employees from Reprisal for Whistleblowing (“Whistleblowing Policy”)


A. Purpose


To encourage employees to report Alleged Wrongful Conduct.


To prohibit supervisory personnel from taking Adverse Personnel Action against a Company employee as a result of the employee’s good faith disclosure of Alleged Wrongful Conduct to a Designated Company Officer or Director or to the Company’s Audit Committee. An employee who discloses and subsequently suffers an Adverse Personnel Action as a result is subject to the protection of this Whistleblowing Policy.


B. Applicability


All employees of the Company who disclose Alleged Wrongful Conduct, as defined in this Whistleblowing Policy, and, who, as a result of the disclosure, are subject to an Adverse Personnel Action.




C. Whistleblowing Policy


All employees of the Company are encouraged promptly to report Alleged Wrongful Conduct. No Adverse Personnel Action may be taken against a Company employee in Knowing Retaliation for any lawful disclosure of information to a Designated Company Officer or Director or to the Company’s Audit Committee, which information the employee in good faith believes evidences: (i) a violation of any law; (ii) fraudulent or criminal conduct or activities; (iii) questionable accounting or auditing matters or matters; (iv) misappropriation of Company funds; or (v) violations of provisions of this Code (such matters being collectively referred to herein as “Alleged Wrongful Conduct”).


No supervisor, officer, director, department head or any other employee with authority to make or materially influence significant personnel decisions shall take or recommend an Adverse Personnel Action against an employee in Knowing Retaliation for disclosing Alleged Wrongful Conduct to a Designated Company Officer or Director or to the Company’s Audit Committee.


D. Definitions


In addition to other terms as defined above, the terms set forth on Exhibit A attached hereto shall have the meanings set forth thereon for purposes of this Whistleblowing Policy.


E. Making A Disclosure


An employee who becomes aware of Alleged Wrongful Conduct is encouraged to make a Disclosure to a Designated Company Officer or Director or to the Company’s Audit Committee as soon as possible.


F. Legitimate Employment Action


This Whistleblowing Policy may not be used as a defense by an employee against whom an Adverse Personnel Action has been taken for legitimate reasons or cause. It shall not be a violation of this Whistleblowing Policy to take Adverse Personnel Action against an employee whose conduct or performance warrants that action separate and apart from the employee making a disclosure.


G. Whistleblowing Statutes


An employee’s protection under this Whistleblowing Policy is in addition to any protections such employee may have pursuant to any applicable state or federal law and this Whistleblowing Policy shall not be construed as limiting any of such protections.




VIII. Audit Committee Procedures - Receipt, Retention and Treatment of Complaints Regarding Accounting, Internal Accounting Controls or Auditing Matters


Pursuant to the requirements of the Sarbanes-Oxley Act of 2002, the Company’s Audit Committee (and in absence of an Audit Committee, the Company’s Board of Directors) has established the following procedures for the receipt, retention and treatment of complaints by Company employees regarding the Company’s accounting, internal accounting controls or auditing matters.


A. Purpose


To promote and encourage Company employees to report complaints, problems or questionable practices relative to accounting, internal accounting controls or auditing matters (collectively referred to herein as “Accounting Concerns”).


B. Applicability


All employees of the Company.


C. Procedures


Any Company employee who has, knows of or has reason to know or suspect the existence of any Accounting Concern is encouraged to report such Accounting Concern, promptly and in writing, to the Company’s Compliance Officer and the Audit Committee (and in the absence of the Audit Committee, the Company’s Board of Directors) at the following address:


Compliance Officer

Advaxis, Inc.

305 College Road East

Princeton, NJ 08540

with a copy to:


Chairman of the Board of Directors

Advaxis, Inc.

305 College Road East

Princeton, NJ 08540


Submissions by Company employees of Accounting Concerns may be signed by the employee or may be anonymous. Submissions by Company employees of Accounting Concerns should be sufficiently detailed so as to provide the necessary information to the Company’s Audit Committee as to the nature of the Accounting Concerns, the violation or potential violation of any federal or state law or regulation or the nature of any questionable accounting or auditing practice or matter. Company employees are encouraged to include as much factual data as possible in any submissions of Accounting Concerns and Company employees shall not utilize the submission of an Accounting Concern for the sole purpose of harassing another Company employee or officer. Submissions by Company employees of Accounting Concerns shall be copied by the Compliance Officer’s Administrative Assistant and retained in a file entitled “Accounting Concerns Report File” to be kept separate from the files of the Company’s Accounting Department.




The Chairman of the Audit Committee (or in the absence of an Audit Committee, the Chairman of the Board of Directors) shall review and investigate or cause to be investigated each submission by Company employees of Accounting Concerns that suggests any violation of Company policies, violation of any federal or state laws or regulations or any questionable accounting or auditing practice or matter. The Chairman of the Audit Committee (or in the absence of an Audit Committee, the Chairman of the Board of Directors) may utilize the services of the Company’s outside legal counsel in any such investigations. In the event the Chairman of the Audit Committee (or in the absence of an Audit Committee, the Chairman of the Board of Directors) shall determine that any Accounting Concern is of sufficient veracity and significance so as to mandate any action by the Company, the Chairman of the Audit Committee (or in the absence of an Audit Committee, the Chairman of the Board of Directors) shall report the Accounting Concern to the Audit Committee and, if necessary, to the Company’s Board of Directors with a recommendation as to specific action to be taken. In extreme cases where an Accounting Concern has been reported that involves a violation or potential violation of federal or state laws or regulations and the Chairman of the Audit Committee (or in the absence of an Audit Committee, the Chairman of the Board of Directors) has determined that such report is accurate or that sufficient evidence exists to create a significant concern as to whether such violation has occurred or will occur, the Chairman of the Audit Committee (or in the absence of an Audit Committee, the Chairman of the Board of Directors) may report such Accounting Concern to the appropriate government authority.


D. Protections


Company employees who submit reports of Accounting Concerns shall be entitled to the protection of the Whistleblowing Policy set forth above.


IX. Public Company Reporting


As a public company, it is important that the Company’s filings with the SEC and other public disclosures of information be complete, fair, accurate and timely. An employee, officer or director of the Company may be called upon to provide necessary information to ensure that the Company’s public reports are complete, fair and accurate. The Company expects each Company employee, officer and director to take this responsibility seriously and to provide prompt, complete, fair and accurate responses to inquiries with respect to the Company’s public disclosure requirements. With respect to the Company’s employees, officers and directors who may be participating in the preparation of reports, information, press releases, forms or other information to be publicly disclosed through filings with the SEC or as mandated by the SEC, such employees, officers and directors are expected to use their diligent efforts to ensure that such reports, press releases, forms or other information are complete, fair, accurate and timely.


X. Compliance and Discipline


All Company employees are required to comply with this Code. Employees are expected to report violations of this Code and assist the Company, when necessary, in investigating violations. All department heads, managers and supervisors are charged with the responsibility of supervising their employees in accordance with this Code.




Failure to comply with this Code will result in disciplinary action that may include suspension, termination, referral for criminal prosecution and/or reimbursement to the Company for any losses or damages resulting from the violation. The Company reserves the right to terminate any employee immediately for a single violation of this Code.


All employees of the Company may be asked from to time to reaffirm their understanding of and willingness to comply with this Code by signing an appropriate certificate (see Appendix A).


XI. Adoption, Amendment and Waiver


A. Adoption and Amendment


This Code has been adopted by the Company’s Board of Directors and may be changed, altered or amended at any time. The interpretation of any matter with respect to this Code by the Board of Directors shall be final and binding.


B. Waiver


Waivers of the provisions of this Code may be granted or withheld from time to time by the Company in its sole discretion. Waivers are only effective if set forth in writing after full disclosure of the facts and circumstances surrounding the waiver. Waivers for the benefit of directors and executive officers must be approved by the Board of Directors and will be publicly disclosed by the Company. All other waivers may be approved by the Compliance Officer and may be publicly disclosed by the Company.




Nothing contained herein shall be construed as limiting the Company’s right to terminate an employee immediately for any reason. This Code does not provide any guarantees of continued employment, nor does it constitute an employment contract between the Company and any employee.








I acknowledge having received a copy of the Company’s Code of Business Conduct and Ethics. I have read it completely and I understand that the Code applies to me. I understand the Code does not constitute an employment contract and I agree to comply fully with each of the provisions of the Code, including such changes to the Code as the Company may announce from time to time. I have reviewed with my department head or the Compliance Officer any matters concerning ownership or other activities which are required to be disclosed to the Company by the Code.


Employee Name _______________________________________________


Employee Signature ____________________________________________


Date _______________________________________________________








1. “Adverse Personnel Action”: an employment-related act or decision or a failure to take appropriate action by a supervisor or higher level authority which affects an employee negatively as follows:
(a) Termination of employment;
(b) Demotion;
(c) Suspension;
(d) Written reprimand;
(e) Retaliatory investigation;
(f) Decision not to promote;
(g) Receipt of an unwarranted performance rating;
(h) Withholding of appropriate salary adjustments;
(i) Elimination of the employees’ position, absent an overall reduction in work force, reorganization, or a decrease in or lack of sufficient funding, monies, or work load; or
(j) Denial of awards, grants, leaves or benefits for which the employee is then eligible.
2. “Disclosure”: oral or written report by an employee to a Designated Company Officer or Director or to the Company’s Audit Committee of Alleged Wrongful Conduct.
3. “Knowing Retaliation”: An Adverse Personnel Action taken by a supervisor or other authority against an employee where such employee’s prior disclosure of Alleged Wrongful Conduct is a direct or indirect reason or basis for the Adverse Personnel Action.
4. “Designated Company Officer or Director”: The Company’s Compliance Officer, any executive officer of the Company of the level of Senior Vice President or above and any member of the Company’s Board of Directors.