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Antitrust Compliance Program Guidelines

1. It is the policy of SMI to comply fully with the antitrust laws applicable to trade association activities. The Sherman Act and other applicable antitrust laws are intended to promote vigorous and fair competition and to combat various restraints of trade.
   
   
2. In furtherance of this policy, all SMI Board meetings will be attended by legal counsel. As a matter of policy, counsel attendance at committee meetings will be arranged at the discretion of the Executive Office. The SMI Executive Office is involved in all dealings between SMI members who are business competitors, as to SMI corporate matters and the SMI Executive Office periodically consults with SMI legal counsel.
   
   
3. Each person who is employed by a corporate member of SMI and who participates in SMI activities has a responsibility to his employer, to himself and his family, and to SMI to avoid any improper conduct from an antitrust standpoint. The following guidelines will assist in meeting this responsibility:

1. SMI meetings and discussions are, in general, to be industry-promotion, industry-issue, industry-development or technically oriented. Subject to the above and the advice of SMI legal counsel in attendance at SMI meetings, discussions may generally cover industry product developments on a generic basis, advancing technical “know-how”, improving productivity and efficiency, historical market data on a general (i.e. non-specific company) basis, production machinery developments, and regulatory or legal industry-wide issues such as product liability or patent and trademark protection legal standards, policies of federal and state law enforcement bodies, and federal or state laws or pending legislation important to the industry.
   
   
2. In view of the antitrust considerations (both civil and criminal) and to avoid any possible restraints on competition, the following legally-sensitive subjects as to a given company or its competitors must be avoided during any discussion between competitors:
   
   
1. Future marketing plans of specific competitors should not be discussed between competitors;
   
   
2. Any complaints or business plans relating to specific customers, specific suppliers, specific geographic markets or specific products, should not be discussed between competitors; agreements between competitors to allocate markets (customers or products) are illegal under antitrust laws; agreements between competitors to refuse to deal with a supplier or a customer are illegal under the antitrust laws;
   
   
3. Purchasing plans or bidding plans should not be discussed (except privately between two parties with a vertical commercial relationship such as supplier and customer);
   
   
4. Current and future price information and pricing plans, bidding plans, refund or rebate plans, discount plans, credit plans, specific product costs, profit margin information and terms of sale should not be discussed between competitors. All of the above are elements of competition.
   
   
5. Any question regarding the legality of a discussion topic or business practice should be brought to the attention of SMI legal counsel or a company’s individual legal counsel for legal advice.