XIX. “NO HARASSMENT” POLICY

It is the policy of the Company to maintain a working environment free of all forms of harassment. The Company will not tolerate any form of harassment based on gender, race, color, religion, national origin, age, sexual orientation, disability, veteran status, marital status, citizenship status or protected activity (i.e., opposition to prohibited discrimination or participation in the statutory complaint process). This prohibition against harassment covers harassment by anyone in the work environment-supervisors, co-workers and non-employees (e.g., vendors or customers). Any employee who engages in any action or conduct constituting harassment will be subject to disciplinary action up to and including termination of employment.

Harassment includes, but is not limited to, offensive language, jokes, gestures or other verbal, graphic or physical conduct that interferes with another's work performance or creates an offensive, hostile or intimidating work environment.

Sexual harassment is defined as any deliberate, unsolicited, unwanted and unwelcome sexual overtures, or the creation of an intimidating, hostile or offensive working environment through repetitive inappropriate verbal or physical conduct of a sexual nature.

Instances of sexual harassment may occur when an employee who is in a position to control or affect another employee's job uses that power or authority to cause the employee to submit to sexual activity or to feel that he or she will be punished for refusing to submit to such conduct. Sexual harassment also includes conduct of a sexual nature by any employee that unreasonably interferes with another employee's work performance by creating an intimidating, hostile or offensive working environment.

Conduct that constitutes sexual harassment is not limited to offensive physical contact or requests for sexual favors. Lewd or sexually suggestive comments; off-color language or jokes of a sexual nature; slurs and other verbal, graphic or physical conduct relating to an individual's gender; or any display of sexually explicit pictures, greeting cards, articles, books, magazines, photos or cartoons also may constitute sexual harassment, depending on the sensitivities of those involved.

Any person who believes that he or she is being harassed or has knowledge of harassing conduct is responsible for reporting the incident to his or her Human Resources representative or to a manager with whom the employee is comfortable (in which case the manager will refer the matter to the appropriate Human Resources representative for investigation). Employees are strongly encouraged to report any harassing conduct before it becomes severe or pervasive. All reports of harassment will be thoroughly investigated and prompt and appropriate corrective action will be taken by the Human Resources Department of the applicable corporate entity when it determines that harassment has occurred. In each case, management will handle the situation in a timely, professional manner and maintain confidentiality to the extent it is able to do so. An employee will not be affected adversely as a result of making a complaint in good faith or cooperating in an investigation.