Exhibit 10.3
CODE OF BUSINESS AND ETHICAL CONDUCT
I. OVERVIEW
This Code of Business and Ethical Conduct (the "Code") of Emerging Delta
Corporation (referred to herein as "Delta" or the "Company") sets forth the
guiding principles by which we operate the Company and conduct our daily
business with our stockholders, customers, and with each other. These principles
apply to all of the members of the Company's Board of Directors, as well as its
officers and employees.
This Code complies with requirements for a "code of ethics" under Section
406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, as
well as the rules of the Nasdaq National Market and the New York Stock Exchange.
Please sign the acknowledgement form at the end of the Code and return the
form to the Human Resources Department indicating that you have received, read,
understand and agree to comply with the Code. The signed acknowledgement form
will be located in your personnel file.
II. PRINCIPLES
A. Compliance and Reporting
Employees and members of the Board should strive to identify and raise
potential issues before they lead to problems, and should ask about the
application of this Code whenever in doubt. Any employee or member of the Board
who becomes aware of any existing or potential violation of this Code should
promptly notify the Company's President, with a copy to Locke Liddell & Sapp
LLP, attention Curt Ashmos, outside counsel to Delta. Their contact information
is as follows:
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President Locke Liddell & Sapp LLP
Emerging Delta Corporation Mr. Curt Ashmos
111 Congress Ave, 4th Floor 100 Congress Ave, Suite 300
Austin, TX 78701 Austin, TX 78701
Tel: (512)-391-4970 Tel: (512)-305-4716
Fax: (512-391-6970 Fax: (512)391-4716
Email: allen@campbellfamilyoffice.com Email:cashmos@lockeliddell.com
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The Company will take such disciplinary or preventive action as it deems
appropriate to address any existing or potential violation of this Code brought
to its attention.
Any questions relating to how these policies should be interpreted or
applied should be addressed to the Company's President, with a copy to our
outside counsel.
B. Personal Conflicts of Interest
A "personal conflict of interest" occurs when an individual's private
interest improperly interferes with the interests of the Company. Personal
conflicts of interest are prohibited as a matter of policy, unless they have
been approved by the Company. In particular, an employee or member of the Board
must never use or attempt to use his or her position at the Company to obtain
any improper personal benefit for himself or herself, for his or her family
members, or for any other person, including loans or guarantees of obligations,
from any person or entity.
Service to the Company should never be subordinated to personal gain and
advantage. Conflicts of interest should, to the extent possible, be avoided.
Any employee or member of the Board who is aware of a material transaction
or relationship that could reasonably be expected to give rise to a conflict of
interest should discuss the matter promptly with the Company's President, with a
copy to our outside counsel.
C. Corporate Opportunities
Employees and members of the Board owe a duty to the Company to advance
its legitimate business interests when the opportunity to do so arises.
Employees and members of the Board are prohibited from taking for themselves (or
directing to a third party) a business opportunity that is discovered through
the use of corporate property, information or position, unless the Company
already has been offered the opportunity and turned it down. More generally,
employees and members of the Board are prohibited from using corporate property,
information or position for personal gain or competing with the Company.
Sometimes the line between personal and Company benefits is difficult to
draw. The only prudent course of conduct for our employees and members of the
Board is to make sure that any use of the Company's property or services, or the
acceptance of any opportunity, that is not solely for the benefit of the
Company, is approved beforehand through the Company's President, with a copy to
our outside counsel.
D. Confidentiality
In carrying out the Company's business, employees and members of the Board
often learn confidential or proprietary information about the Company, its
clients/customers, prospective clients/customers or other third parties.
Employees and members of the Board must maintain the confidentiality of all
information so entrusted to them, except when disclosure is authorized or
legally mandated. Confidential or proprietary information includes, among other
things, any non-public information concerning the Company, including its
businesses, financial performance, results or prospects, product specifications
or trade secrets and any non-public information provided by a third party with
the expectation that the information will be kept confidential and used solely
for the business purpose for which it was conveyed.
E. Public Disclosure
It is the Company's policy that the information in its public
communications, including Securities and Exchange Commission filings, be full,
fair, accurate, timely and understandable. All employees and members of the
Board who are involved in the Company's disclosure process are responsible for
acting in furtherance of this policy. In particular, these individuals are
required to maintain familiarity with the disclosure requirements applicable to
the Company and are prohibited from knowingly misrepresenting, omitting, or
causing others to misrepresent or omit, material facts about the Company to
others, whether within or outside the Company, including the Company's
independent auditors. In addition, any employee or member of the Board who has a
supervisory role in the Company's disclosure process has an obligation to
discharge his or her responsibilities diligently. Please note that management
and outside counsel will determine the types of information that must be
disclosed and the timing of such disclosures.
F. Compliance with Laws, Rules and Regulations
It is the Company's policy to comply with all applicable laws, rules and
regulations. It is the personal responsibility of each employee and member of
the Board to adhere to the standards and restrictions imposed by those laws,
rules and regulations.
G. Insider Trading
Employees who have access to confidential information are not permitted to
use or share that information for stock trading purposes or for any other
purpose except the conduct of our business. All non-public information about the
Company should be considered confidential information. To use non-public
information for personal financial benefit or to "tip" others who might make an
investment decision on the basis of this information is not only unethical but
also illegal. To avoid even the appearance of impropriety, all employees and
members of the Board are required to clear all trades in the Company's stock
through the Company's President, with a copy to our outside counsel. If you have
any questions, please refer to the Company's Policy on Insider Trading and
Confidentiality, a copy of which is available from Human Resources, and then ask
the Company's President or outside counsel.
H. Fair Dealing
We do not seek competitive advantages through illegal or unethical
business practices. Each employee and members of the Board should endeavor to
deal fairly with the Company's clients, service providers, suppliers,
competitors and employees. No employee or member of the Board should take unfair
advantage of anyone through manipulation, concealment, abuse of privileged or
proprietary information, misrepresentation of material facts, or any unfair
dealing practice.
The purpose of business entertainment and gifts in a commercial setting is
to create good will and sound working relationships, not to gain unfair
advantage with customers. Gifts or entertainment should not ever be offered,
given, provided or accepted by any Company employee, family member of an
employee or agent unless it: (1) is not a cash gift, (2) is consistent with
customary business practices, (3) is not excessive in value, (4) cannot be
construed as a bribe or payoff and (5) does not violate any laws or regulations.
Please seek advice from the Company's President or outside counsel regarding any
gifts or proposed gifts which you are not certain are appropriate.
I. Payments to Government Personnel; Political Contributions
The U.S. Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business. It is strictly prohibited to
make illegal payments to government officials of any country.
In addition, the U.S. government has a number of laws and regulations
restricting the giving of business gratuities to U.S. government personnel. The
promise, offer or delivery to an official or employee of the U.S. government of
a gift, favor or other gratuity in violation of these rules would not only
violate Company policy but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar rules.
The Company does not contribute, directly or indirectly, to any political
campaign or party. Employees may not use Company expense accounts to pay for any
personal political contributions or seek any other form of Company
reimbursement. In addition, employees should not use Company facilities or
Company assets for the benefit of any party or candidate, including an employee
individually running for office.
J. Equal Employment Opportunity and Harassment
Our focus in personnel decisions is on merit and contribution to the
Company's success. Concern for the personal dignity and individual worth of
every person is an indispensable element in the standard of conduct that we have
set for ourselves. The Company affords equal employment opportunity to all
qualified persons without regard to any impermissible criterion or circumstance.
This means equal opportunity in regard to each individual's terms and conditions
of employment and in regard to any other matter that affects in any way the
working environment of the employee. We do not tolerate or condone any type of
discrimination prohibited by law, including harassment.
K. Protection and Proper Use of the Company's Assets
All employees should endeavor to protect the Company's assets and ensure
their efficient use. Theft, carelessness, and waste have a direct impact on the
Company's profitability. Any suspected incident of fraud or theft should be
immediately reported for investigation. Company equipment should not be used for
non-Company business, though incidental personal use may be permitted.
The obligation of employees to protect the Company's assets includes its
proprietary information. Proprietary information includes intellectual property
such as trade secrets, patents, trademarks, and copyrights, as well as business,
marketing and service plans, engineering and manufacturing ideas, designs,
databases, records, salary information and any unpublished financial data and
reports. Unauthorized use or distribution of this information would violate
Company policy. It could also be illegal and result in civil or even criminal
penalties. Please see the Company's policies on information technology usage and
confidentiality in the Delta Employee Handbook for further guidance.
L. Health and Safety
The Company strives to provide each employee with a safe and healthy work
environment. Each employee has a responsibility for maintaining a safe and
healthy workplace for all employees by following safety and health rules and
practices and reporting accidents, injuries and unsafe equipment, practices or
conditions.
The Company will not tolerate violence and threatening behavior. Employees
should report to work in condition to perform their duties, free from the
influence of illegal drugs or alcohol. The Company will not tolerate the use of
illegal drugs in the workplace or on the Company's property. Please see the
Delta Employee Handbook for further guidance.
M. Record-Keeping
The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions. For example, only
the true and actual number of hours worked should be reported.
Business expense accounts used by employees must be documented and
recorded accurately. If you are not sure whether a certain expense is
legitimate, please refer to the rules and guidelines in the Company's travel and
entertainment policy in the Employee Handbook. All of the Company's books,
records, accounts and financial statements must be maintained in reasonable
detail, must appropriately reflect the Company's transactions and must conform
both to applicable legal requirements and to the Company's system of internal
controls. Unrecorded or "off the books" funds or assets should not be maintained
unless permitted by applicable law or regulation and approved in writing by the
Chief Financial Officer.
Business records and communications often become public, and we should
avoid exaggeration, derogatory remarks, guesswork, or inappropriate
characterizations of people and companies that could be misunderstood. This
applies equally to e-mail, internal memos, and formal reports. Records should
always be retained or destroyed according to the Company's record retention
policies. In accordance with those policies, in the event of litigation or
governmental investigation, threatened or known, please consult with the
Company's President or outside counsel.
III. REPORTING ILLEGAL OR UNETHICAL BEHAVIOR
A. Reporting Illegal or Unethical Behavior
Employees, officers and members of the Board who suspect or know of
violations of this Code or illegal or unethical business or workplace conduct by
employees, officers or members of the Board have an obligation to contact their
supervisor or superiors, the Company's President or outside counsel. If the
individuals to whom such information is conveyed are not responsive, or if there
is reason to believe that reporting to such individuals is inappropriate in
particular cases, then the employee, officer or member of the Board may contact
the Company's President or outside counsel. Such communications will be kept
confidential to the extent feasible. If the employee is still not satisfied with
the response, the employee may contact the Audit Committee of the Board of
Directors of the Company (the "Audit Committee") pursuant to the Company's
Procedures for Complaints. If concerns or complaints require confidentiality,
then this confidentiality will be protected to the extent feasible, subject to
applicable law.
B. Accounting Complaints
Our policy is to comply with all applicable financial reporting and
accounting regulations. If any member of the Board, officer or employee of the
Company has unresolved concerns or complaints regarding questionable accounting
or auditing matters of the Company, then he or she is encouraged to submit those
concerns or complaints (anonymously, confidentially or otherwise) to the Audit
Committee pursuant to the Company's Procedures for Complaints. Subject to its
legal duties, the Audit Committee and the Board of Directors will treat such
submissions confidentially. Such submissions may be directed to the attention of
the Company's President, with a copy to our outside counsel. The President or
outside counsel will forward all complaints to the Audit Committee.
C. Non-Retaliation
Employees are encouraged to talk to supervisors, managers or other
appropriate personnel about observed illegal or unethical behavior and when in
doubt about the best course of action in a particular situation. The Company
will not retaliate in any manner against an employee who reports in good faith
violations or suspected violations of this Code or other known or suspected
illegal or unethical conduct. Employees are expected to cooperate in internal
investigations of misconduct.
IV. PROVISIONS APPLICABLE TO CHIEF EXECUTIVE OFFICER, PRINCIPAL FINANCIAL
OFFICER, PRINCIPAL ACCOUNTING OFFICER OR CONTROLLER, OR PERSONS PERFORMING
SIMILAR FUNCTIONS ("SENIOR OFFICERS")
All Senior Officers of the Company will:
A. Act with honesty and integrity, handle actual or apparent conflicts of
interest in personal and professional relationships in accordance with the Code.
B. Produce full, fair, accurate, timely and understandable disclosure in
reports and documents that the Company files with, or submits to, the Securities
and Exchange Commission and in other public communications made by the Company.
C. Comply with applicable rules and regulations of federal, state,
provincial and local governments, and other appropriate private and public
regulatory agencies.
D. Promptly report known or suspected violations of the Code in accordance
with the Code.
E. Be accountable for adhering to the Code.
V. AMENDMENT, MODIFICATION AND WAIVER
The Code may be amended or modified only by the Board of Directors of
Delta. Waivers of the Code applicable to members of the Board or executive
officers may only be granted on the recommendation of the Board of Directors or
a committee of the Board with specific delegated authority. Waivers applicable
to members of the Board or officers of the Company will be disclosed to
stockholders as required by the Securities Exchange Act of 1934 and the rules
thereunder and the applicable rules of the Nasdaq National Market, or New York
Stock Exchange, as then applicable. Waivers with respect to any other employee,
agent or contractor must be approved in writing by the Company's President or
outside counsel.
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ACKNOWLEDGEMENT OF RECEIPT OF CODE OF BUSINESS AND ETHICAL CONDUCT
I have received and read the Company's Code of Business and Ethical
Conduct. I understand the standards and policies contained in the Code and
understand that there may be additional policies or laws specific to my job. I
further agree to comply with the Code.
If I have questions concerning the meaning or application of the Code, any
Company policies, or the legal and regulatory requirements application to my
job, I know I can consult my manager, the Human Resources Department, the
Company's President or the Company's outsider counsel knowing that my questions
or reports to these sources will be maintained in confidence.
Signed: _____________________________
Print Name: _________________________
Date: _______________________________