Excessive or Luxury Expenditures Statement

It is the policy of the Company that the use of any Company or Affiliate asset to incur an expense which constitutes, or reimburse any person for, an Excessive or Luxury Expenditure is hereby prohibited. Notwithstanding the foregoing, the use of a Company or Affiliate asset to incur an expense which constitutes, or reimburses a person for, an expenditure that would otherwise be prohibited as an Excessive or Luxury Expenditure shall be permitted to the extent that:

(a) The person seeking to incur or be reimbursed for the expenditure provides the Board (or the President and Chief Executive Officer (“PEO”), the Chief Financial Officer (the “PFO”, or other person designated by the Board) with a description of the expenditure, the business purpose for the expenditure, an estimated cost of the expenditure, and such other information as the Board, the PEO, PFO or the Board’s designee may request prior to the date the expense is anticipated to be incurred or reimbursement made (although the Board, the PEO, PFO or the Board's designee may waive or modify the notice period in its or his sole discretion); and

(b) If the person is seeking reimbursement, the person provides the Company or Affiliate with documentation substantiating the amount of the expenditure for which reimbursement is being sought and promptly returns to the Company or Affiliate any reimbursement in excess of the amount substantiated; and

(c) The Board, the PEO, PFO or the Board's designee approves the expenditure in writing before the expense is incurred or reimbursement made.