EXHIBIT 10.2
51JOB, INC. (FKA 00XXX.XXX CAYMAN ISLANDS INC.)
FORM OF EMPLOYMENT, CONFIDENTIAL INFORMATION AND
INVENTION ASSIGNMENT AGREEMENT
As a condition of my employment with 51job, Inc. (fka 00xxx.xxx Cayman
Islands Inc.), its subsidiaries, affiliates, successors or assigns (together the
"Company"), and in consideration of my employment with the Company and my
receipt of the compensation now and hereafter paid to me by Company, I agree to
the following:
1. AT-WILL EMPLOYMENT. The Company and Employee acknowledge that
Employee's employment hereunder is and shall continue to be at-will (as defined
under applicable law), and may be terminated at any time, with or without cause,
at the option of either party. If Employee's employment terminates for any
reason, Employee shall not be entitled to any payments, benefits, damages,
awards or compensation other than as specifically provided by this Agreement, or
as may otherwise be available pursuant to other written agreements entered into
by and between the Company and the Employee. No provision of this Agreement
shall be construed as conferring upon Employee a right to continue as an
employee of the Company.
2. CONFIDENTIAL INFORMATION.
a. COMPANY INFORMATION. I agree at all times during the term of
my employment and thereafter, to hold in strictest confidence, and not to use,
except for the benefit of the Company, or to disclose to any person, firm or
corporation without written authorization of the Board of Directors of the
Company, any Confidential Information of the Company. I understand that
"Confidential Information" means any Company proprietary information, technical
data, trade secrets or know-how, including, but not limited to, research,
product plans, products, services, customer lists and customers (including, but
not limited to, customers of the Company on whom I called or with whom I became
acquainted during the term of my employment), markets, software, developments,
inventions, processes, formulas, technology, designs, drawings, engineering,
hardware configuration information, marketing, finances or other business
information disclosed to me by the Company either directly or indirectly in
writing, orally or by drawings or observation of parts or equipment. I further
understand that Confidential Information does not include any of the foregoing
items which has become publicly known and made generally available through no
wrongful act of mine or of others who were under confidentiality obligations as
to the item or items involved.
b. FORMER EMPLOYER INFORMATION. I agree that I will not, during
my employment with the Company, improperly use or disclose any proprietary
information or trade secrets of any former or concurrent employer or other
person or entity and that I will not bring onto the premises of the Company any
unpublished document or proprietary information belonging to any such employer,
person or entity unless consented to in writing by such employer, person or
entity.
c. THIRD PARTY INFORMATION. I recognize that the Company has
received and in the future will receive from third parties, including affiliated
companies and subsidiaries of the Company, their confidential or proprietary
information subject to a duty on the Company's part to maintain the
confidentiality of such information and to use it only for certain limited
purposes. I agree to hold all such confidential or proprietary information in
the strictest confidence and not to disclose it to any person, firm or
corporation or to use it except as necessary in carrying out my work for the
Company consistent with the Company's agreement with such third party.
3. INVENTIONS.
a. INVENTIONS RETAINED AND LICENSED. I have attached hereto, as
Exhibit A, a list describing all inventions, original works of authorship,
developments, improvements, and trade secrets which were made by me prior to my
employment with the Company (collectively referred to as "Prior Inventions"),
which belong to me, which relate to the Company's proposed business, products or
research and development, and which are not assigned to the Company hereunder;
or, if no such list is attached, I represent that there are no such Prior
Inventions. If in the course of my employment with the Company, I incorporate
into a Company product, process or machine a Prior Invention owned by me or in
which I have an interest, the Company is hereby granted and shall have a
nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make,
have made, modify, use and sell such Prior Invention as part of or in connection
with such product, process or machine.
b. ASSIGNMENT OF INVENTIONS. I agree that I will promptly make
full written disclosure to the Company, will hold in trust for the sole right
and benefit of the Company, and hereby assign to the Company, or its designee,
all my right, title, and interest in and to any and all inventions, original
works of authorship, developments, concepts, improvements or trade secrets,
whether or not patentable or registrable under copyright or similar laws, which
I may solely or jointly conceive or develop or reduce to practice, or cause to
be conceived or developed or reduced to practice, during the period of time I am
in the employ of the Company (collectively referred to as "Inventions"), except
as provided in Section 3(f) below. I further acknowledge that all original works
of authorship which are made by me (solely or jointly with others) within the
scope of and during the period of my employment with the Company and which are
protectible by copyright are "works made for hire," as that term is defined in
the United States Copyright Act.
c. INVENTIONS ASSIGNED TO THE UNITED STATES. I agree to assign to
the United States government all my right, title, and interest in and to any and
all Inventions whenever such full title is required to be in the United States
by a contract between the Company and the United States or any of its agencies.
d. MAINTENANCE OF RECORDS. I agree to keep and maintain adequate
and current written records of all Inventions made by me (solely or jointly with
others) during the term of my employment with the Company. The records will be
in the form of notes, sketches, drawings, and any other format that may be
specified by the Company. The records will be available to and remain the sole
property of the Company at all times.
e. PATENT AND COPYRIGHT REGISTRATIONS. I agree to assist the
Company, or its designee, at the Company's expense, in every proper way to
secure the Company's rights in the
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Inventions and any copyrights, patents, mask work rights or other intellectual
property rights relating thereto in any and all countries, including the
disclosure to the Company of all pertinent information and data with respect
thereto, the execution of all applications, specifications, oaths, assignments
and all other instruments which the Company shall deem necessary in order to
apply for and obtain such rights and in order to assign and convey to the
Company, its successors, assigns, and nominees the sole and exclusive rights,
title and interest in and to such Inventions, and any copyrights, patents, mask
work rights or other intellectual property rights relating thereto. I further
agree that my obligation to execute or cause to be executed, when it is in my
power to do so, any such instrument or papers shall continue after the
termination of this Agreement. If the Company is unable because of my mental or
physical incapacity or for any other reason to secure my signature to apply for
or to pursue any application for any United States or foreign patents or
copyright registrations covering Inventions or original works of authorship
assigned to the Company as above, then I hereby irrevocably designate and
appoint the Company and its duly authorized officers and agents as my agent and
attorney in fact, to act for and in my behalf and stead to execute and file any
such applications and to do all other lawfully permitted acts to further the
prosecution and issuance of letters patent or copyright registrations thereon
with the same legal force and effect as if executed by me.
f. EXCEPTION TO ASSIGNMENTS. I understand that the provisions of
this Agreement requiring assignment of Inventions to the Company do not apply to
any invention which qualifies fully under the provisions of California Labor
Code Section 2870 (attached hereto as Exhibit B). I will advise the Company
promptly in writing of any inventions that I believe meet the criteria in
California Labor Code Section 2870 and not otherwise disclosed on Exhibit A.
4. CONFLICTING EMPLOYMENT. I agree that, during the term of my
employment with the Company, I will not engage in any other employment,
occupation, consulting or other business activity directly related to the
business in which the Company is now involved or becomes involved during the
term of my employment, nor will I engage in any other activities that conflict
with my obligations to the Company.
5. RETURNING COMPANY DOCUMENTS. I agree that, at the time of leaving
the employ of the Company, I will deliver to the Company (and will not keep in
my possession, recreate or deliver to anyone else) any and all devices, records,
data, notes, reports, proposals, lists, correspondence, specifications, drawings
blueprints, sketches, materials, equipment, other documents or property, or
reproductions of any aforementioned items developed by me pursuant to my
employment with the Company or otherwise belonging to the Company, its
successors or assigns. In the event of the termination of my employment, I agree
to sign and deliver the "Termination Certification" attached hereto as Exhibit
C.
6. NOTIFICATION OF NEW EMPLOYER. In the event that I leave the employ
of the Company, I hereby grant consent to notification by the Company to my new
employer about my rights and obligations under this Agreement.
7. SOLICITATION OF EMPLOYEES. I agree that for a period of twelve (12)
months immediately following the termination of my relationship with the Company
for any reason, whether with or without cause, I shall not either directly or
indirectly solicit, induce, recruit or encourage any
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of the Company's employees to leave their employment, or take away such
employees, or attempt to solicit, induce, recruit, encourage or take away
employees of the Company, either for myself or for any other person or entity.
8. CONFLICT OF INTEREST GUIDELINES. I agree to diligently adhere to the
Conflict of Interest Guidelines attached as Exhibit D hereto.
9. FOREIGN CORRUPT PRACTICES ACT. I agree to diligently adhere to the
Foreign Corrupt Practices Act attached hereto as Exhibit E hereto.
10. REPRESENTATIONS. I agree to execute any proper oath or verify any
proper document required to carry out the terms of this Agreement. I represent
that my performance of all the terms of this Agreement will not breach any
agreement to keep in confidence proprietary information acquired by me in
confidence or in trust prior to my employment by the Company. I have not entered
into, and I agree I will not enter into, any oral or written agreement in
conflict herewith.
11. ARBITRATION AND EQUITABLE RELIEF.
a. ARBITRATION. EXCEPT AS PROVIDED IN SECTION 11(b) BELOW, I
AGREE THAT ANY DISPUTE OR CONTROVERSY ARISING OUT OF, RELATING TO, OR CONCERNING
ANY INTERPRETATION, CONSTRUCTION, PERFORMANCE OR BREACH OF THIS AGREEMENT, SHALL
BE SETTLED BY ARBITRATION TO BE HELD IN SANTA XXXXX COUNTY, CALIFORNIA, IN
ACCORDANCE WITH THE RULES THEN IN EFFECT OF THE AMERICAN ARBITRATION
ASSOCIATION. THE ARBITRATOR MAY GRANT INJUNCTIONS OR OTHER RELIEF IN SUCH
DISPUTE OR CONTROVERSY. THE DECISION OF THE ARBITRATOR SHALL BE FINAL,
CONCLUSIVE AND BINDING ON THE PARTIES TO THE ARBITRATION. JUDGMENT MAY BE
ENTERED ON THE ARBITRATOR'S DECISION IN ANY COURT HAVING JURISDICTION. THE
COMPANY AND I SHALL EACH PAY ONE-HALF OF THE COSTS AND EXPENSES OF SUCH
ARBITRATION, AND EACH OF US SHALL SEPARATELY PAY OUR COUNSEL FEES AND EXPENSES.
THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EMPLOYEE'S RIGHT TO A JURY
TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF
THE EMPLOYER/EMPLOYEE RELATIONSHIP (EXCEPT AS PROVIDED IN SECTION 11(b) BELOW),
INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING CLAIMS:
i. ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT;
BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD
FAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL
INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL MISREPRESENTATION;
NEGLIGENT OR INTENTIONAL INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC
ADVANTAGE; AND DEFAMATION;
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ii. ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL, STATE
OR MUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL
RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN
EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FAIR
LABOR STANDARDS ACT, THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, AND LABOR
CODE SECTION 201, et seq.;
iii. ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND
REGULATIONS RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.
b. EQUITABLE REMEDIES. I AGREE THAT IT WOULD BE IMPOSSIBLE OR
INADEQUATE TO MEASURE AND CALCULATE THE COMPANY'S DAMAGES FROM ANY BREACH OF THE
COVENANTS SET FORTH IN SECTIONS 2, 3, AND 5 HEREIN. ACCORDINGLY, I AGREE THAT IF
I BREACH ANY OF SUCH SECTIONS, THE COMPANY WILL HAVE AVAILABLE, IN ADDITION TO
ANY OTHER RIGHT OR REMEDY AVAILABLE, THE RIGHT TO OBTAIN AN INJUNCTION FROM A
COURT OF COMPETENT JURISDICTION RESTRAINING SUCH BREACH OR THREATENED BREACH AND
TO SPECIFIC PERFORMANCE OF ANY SUCH PROVISION OF THIS AGREEMENT. I FURTHER AGREE
THAT NO BOND OR OTHER SECURITY SHALL BE REQUIRED IN OBTAINING SUCH EQUITABLE
RELIEF AND I HEREBY CONSENT TO THE ISSUANCE OF SUCH INJUNCTION AND TO THE
ORDERING OF SPECIFIC PERFORMANCE.
c. CONSIDERATION. I UNDERSTAND THAT EACH PARTY'S PROMISE TO
RESOLVE CLAIMS BY ARBITRATION IN ACCORDANCE WITH THE PROVISIONS OF THIS
AGREEMENT, RATHER THAN THROUGH THE COURTS, IS CONSIDERATION FOR OTHER PARTY'S
LIKE PROMISE. I FURTHER UNDERSTAND THAT I AM OFFERED EMPLOYMENT IN CONSIDERATION
OF MY PROMISE TO ARBITRATE CLAIMS.
12. GENERAL PROVISIONS.
a. GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION. This
Agreement will be governed by the laws of the State of California. I hereby
expressly consent to the personal jurisdiction of the state and federal courts
located in California for any lawsuit filed there against me by the Company
arising from or relating to this Agreement.
b. ENTIRE AGREEMENT. This Agreement sets forth the entire
agreement and understanding between the Company and me relating to the subject
matter herein and merges all prior discussions between us. No modification of or
amendment to this Agreement, nor any waiver of any rights under this agreement,
will be effective unless in writing signed by the party to be charged. Any
subsequent change or changes in my duties, salary or compensation will not
affect the validity or scope of this Agreement.
c. SEVERABILITY. If one or more of the provisions in this
Agreement are deemed void by law, then the remaining provisions will continue in
full force and effect.
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d. SUCCESSORS AND ASSIGNS. This Agreement will be binding upon my
heirs, executors, administrators and other legal representatives and will be for
the benefit of the Company, its successors, and its assigns.
Date: ___________________________
_______________________________________
Signature
_______________________________________
Name of Employee (typed or printed)
_________________________________
Witness
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EXHIBIT A
LIST OF PRIOR INVENTIONS
AND ORIGINAL WORKS OF AUTHORSHIP
TITLE DATE IDENTIFYING NUMBER OR BRIEF DESCRIPTION
----- ---- ---------------------------------------
----- ---- ---------------------------------------
----- ---- ---------------------------------------
____ No inventions or improvements
____ Additional Sheets Attached
Signature of Employee:
Print Name of Employee:
Date:
EXHIBIT B
CALIFORNIA LABOR CODE SECTION 2870
EMPLOYMENT AGREEMENTS;
ASSIGNMENT OF RIGHTS
"(a) Any provision in an employment agreement which provides that an
employee shall assign, or offer to assign, any of his or her rights in an
invention to his or her employer shall not apply to an invention that the
employee developed entirely on his or her own time without using the employer's
equipment, supplies, facilities, or trade secret information except for those
inventions that either:
(1) Relate at the time of conception or reduction to practice of
the invention to the employer's business, or actual or demonstrably anticipated
research or development of the employer.
(2) Result from any work performed by the employee for the
employer.
(b) To the extent a provision in an employment agreement purports to
require an employee to assign an invention otherwise excluded from being
required to be assigned under subdivision (a), the provision is against the
public policy of this state and is unenforceable."
EXHIBIT C
51JOB, INC. (FKA 00XXX.XXX CAYMAN ISLANDS INC.)
TERMINATION CERTIFICATION
This is to certify that I do not have in my possession, nor have I failed
to return, any devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials,
equipment, other documents or property, or reproductions of any aforementioned
items belonging to 51job, Inc. (fka 00xxx.xxx Cayman Islands Inc.), its
subsidiaries, affiliates, successors or assigns (together, the "Company").
I further certify that I have complied with all the terms of the Company's
Employment Confidential Information and Invention Assignment Agreement signed by
me, including the reporting of any inventions and original works of authorship
(as defined therein), conceived or made by me (solely or jointly with others)
covered by that agreement.
I further agree that, in compliance with the Employment, Confidential
Information and Invention Assignment Agreement, I will preserve as confidential
all trade secrets, confidential knowledge, data or other proprietary information
relating to products, processes, know-how, designs, formulas, developmental or
experimental work, computer programs, data bases, other original works of
authorship, customer lists, business plans, financial information or other
subject matter pertaining to any business of the Company or any of its
employees, clients, consultants or licensees.
I further agree that for twelve (12) months from this date, I will not
hire any employees of the Company and I will not solicit, induce, recruit or
encourage any of the Company's employees to leave their employment.
Date: ______________________
______________________________
(Employee's Signature)
______________________________
(Type/Print Employee's Name)
EXHIBIT D
51JOB, INC. (00XXX.XXX CAYMAN ISLANDS INC.)
CONFLICT OF INTEREST GUIDELINES
It is the policy of 51job, Inc. (fka 00xxx.xxx Cayman Islands Inc.) to
conduct its affairs in strict compliance with the letter and spirit of the law
and to adhere to the highest principles of business ethics. Accordingly, all
officers, employees and independent contractors must avoid activities which are
in conflict, or give the appearance of being in conflict, with these principles
and with the interests of the Company. The following are potentially
compromising situations which must be avoided. Any exceptions must be reported
to the President and written approval for continuation must be obtained.
1. Revealing confidential information to outsiders or misusing
confidential information. Unauthorized divulging of information is a violation
of this policy whether or not for personal gain and whether or not harm to the
Company is intended. (The Employment, Confidential Information and Invention
Assignment Agreement elaborates on this principle and is a binding agreement.)
2. Accepting or offering substantial gifts, excessive entertainment,
favors or payments which may be deemed to constitute undue influence or
otherwise be improper or embarrassing to the Company.
3. Participating in civic or professional organizations that might
involve divulging confidential information of the Company.
4. Initiating or approving personnel actions affecting reward or
punishment of employees or applicants where there is a family relationship or is
or appears to be a personal or social involvement.
5. Initiating or approving any form of personal or social harassment of
employees.
6. Investing or holding outside directorship in suppliers, customers,
or competing companies, including financial speculations, where such investment
or directorship might influence in any manner a decision or course of action of
the Company.
7. Borrowing from or lending to employees, customers or suppliers.
8. Acquiring real estate of interest to the Company.
9. Improperly using or disclosing to the Company any proprietary
information or trade secrets of any former or concurrent employer or other
person or entity with whom obligations of confidentiality exist.
10. Unlawfully discussing prices, costs, customers, sales or markets
with competing companies or their employees.
11. Making any unlawful agreement with distributors with respect to
prices.
12. Improperly using or authorizing the use of any inventions which are
the subject of patent claims of any other person or entity.
13. Engaging in any conduct which is not in the best interest of the
Company.
Each officer, employee and independent contractor must take every
necessary action to ensure compliance with these guidelines and to bring problem
areas to the attention of higher management for review. Violations of this
conflict of interest policy may result in discharge without warning.
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EXHIBIT E
51JOB, INC. (FKA 00XXX.XXX CAYMAN ISLANDS INC.)
THE FOREIGN CORRUPT PRACTICES ACT OF 1977
The Foreign Corrupt Practices Act of 1977 (the Act") amended the federal
securities laws to expand the authority of the federal government to deal with
improper business practices and, perhaps more significantly, to create new
powers to determine just what constitutes such improper practices.
THE ACT
The Act, to which 51job, Inc. (fka 00xxx.xxx Cayman Islands Inc.) (the
"Company") will be subject once it becomes a publicly owned corporation, was
enacted to deter illegal corporate payments by: (1) prohibiting certain payments
or promises to foreign officials (anti-bribery provisions), (2) requiring
corporations to keep adequate records of the disposition of their assets, and
(3) making corporations responsible for internal monitoring of their accounting
practices. In summary, the provisions of the Act in each of these areas are as
follows:
ANTI-BRIBERY PROVISIONS
This portion of the Act makes it a criminal offense for an employee (or an
officer, director, agent or shareholder of the corporation) to make an
offer, payment or gift of any money or other item of value, directly or
indirectly, to (i) a foreign official, (ii) a foreign political party,
(iii) a party official or (iv) a candidate for foreign political office
for the "corrupt" purpose of obtaining or retaining business for the
Company or for the purpose of directing business to any other person. The
term "corrupt" is construed to prohibit any activity, including the
provision of meals, lodging or entertainment, which is meant to influence
the recipient and which is done for the stated illegal purposes. This
highly publicized provision carries with it prosecution of officers,
directors, employees or agents resulting in fines of up to $100,000 or
imprisonment of up to five years, or both.
The Act does provide a narrow exception for payments to a foreign
official, foreign political party, or party official intended to hasten or
secure the performance of a "routine governmental action." Such "routine
governmental actions" are those ordinarily performed by a foreign official
in:
(1) obtaining permits, licenses, or other official documents to qualify
a person to do business in a foreign country;
(2) processing governmental papers, such as visas and work orders;
(3) providing police protection, mail pick-up and delivery, or
scheduling inspections associated with contract performance or
inspections related to transit of goods across country;
(4) providing phone service, power and water supply, loading and
unloading cargo, or protecting perishable products or commodities
from deterioration; or
(5) actions of a similar nature.
In addition, the Act provides two affirmative defenses to charges of
violations. First, it is a defense to a charge if the payment or promise was
lawful under the written laws and regulations of the country in which the
recipient is located. Finally, "reasonable and bona fide expenditures" made to
foreign officials do not violate the Act. For example, the Company may reimburse
foreign officials for the cost of travel and lodging in connection with (i) the
promotion, demonstration, or explanation of products or services, or (ii) the
execution or performance of a contract with a foreign government.
RECORD-KEEPING PROVISIONS
Pursuant to Exchange Act Section 13(b)(2)(A), 51job, Inc. (fka 00xxx.xxx
Cayman Islands Inc.) is required to make and keep books, records and accounts
which, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company. The purpose of this requirement is to
prevent the occurrence of the following types of abuses:
A. Records that accurately record the existence of a transaction but
which fail to reveal the illegal or improper purpose of the
transaction.
B. Records that fail to record improper transactions.
C. Records that are falsified to conceal improper transactions which
are otherwise correctly recorded.
INTERNAL ACCOUNTING CONTROL PROVISIONS
Pursuant to Exchange Act Section 13(b)(2)(B), the Company must devise and
maintain a system of internal accounting controls sufficient to provide
reasonable assurances that the following objectives are achieved:
A. Transactions are executed in accordance with management's general
and specific authorization.
B. Transactions are recorded in a way which will permit the preparation
of proper financial statements and will maintain accountability for
assets.
C. Access to assets is permitted only in accordance with management's
general and specific authorizations.
D. Audits are conducted at reasonable intervals and appropriate action
is taken with respect to any deficiencies in accountability for
assets.
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51JOB, INC. (FKA 00XXX.XXX CAYMAN ISLANDS INC.)
It is the policy of 51job, Inc. (fka 00xxx.xxx Cayman Islands Inc.) (the
"Company") that:
1. The use of Company funds or assets for any unlawful or improper
purpose is strictly prohibited. No payment shall be made to, or for
the benefit of, government employees for the purpose of, or
otherwise in connection with, the securing of sales to or obtaining
favorable action by a government agency. Gifts of substantial value
to or lavish entertainment of government employees are prohibited
since they can be construed as attempts to influence government
decisions in matters affecting the Company's operation. Any
entertaining of public officials, or the furnishing of assistance in
the form of transportation or other services should be of such
nature that the official's integrity or reputation will not be
compromised.
2. The offer, payment or promise to transfer in the future company
funds or assets or the delivery of gifts or anything else of value
to foreign officials, foreign political parties or officials or
candidates of foreign political parties is strictly prohibited for
the purpose of influencing any act or decision of any such person in
his or her official capacity, including the decision to fail to
perform his or her official functions or to use such persons or
party's influence with a foreign government or instrumentality in
order to affect or to influence any act or decision of such
government or instrumentality in order to assist the Company in
obtaining or retaining business for or with, or directing business
to any person or entity.
3. All records must truly reflect the transactions they record. All
assets and liabilities shall be recorded in the regular books of
account. No undisclosed or unrecorded fund or asset shall be
established for any purpose. No false or artificial entries shall be
made in the books and records for any reason. No payment shall be
approved or made with the intention or understanding that any part
of such payment is to be used for any purpose other than that any
part of such payment is to be used for any purpose other than that
described by the document supporting the payment.
4. No political contribution shall be made, directly or indirectly,
with corporate funds or assets regardless of whether the
contributions are legal under the laws of the county in which they
are made.
5. Any employee who learns of or suspects a violation of this Policy
should promptly report the matter to the President, Chief Financial
Officer or Internal Auditor, as appropriate in the circumstances.
All managers shall be responsible for the enforcement of and
compliance with this Policy, including the necessary distribution to
insure employee knowledge and compliance.
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