Approved by the Board, Cypress's Code of Business Conduct and Ethics sets forth crystal-clear policies on conflicts of interest and is the cornerstone of the hard-earned, pristine ethical reputation that Cypress has earned with its employees, customers and stockholders for over 35 years. Up to seven of these may have been violated by Bingham's involvement with Canyon Bridge. Relevant excerpts from the Code of Business Conduct and Ethics include:

• "Conflict of Interest": "A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company."
• "Our policies prohibit any employee from accepting simultaneous employment of any kind without written permission of the Company, and prohibit any employee from accepting simultaneous employment with a Company supplier, customer, developer or competitor."
• "It is a conflict of interest to serve as a director of any company that competes with the Company."
• "Although you may serve as a director of [another company], our policy requires that you first obtain approval from the Company's Chief Financial Officer (CFO) before accepting a directorship."
• "Employees, agents, or contractors should always try to avoid even the appearance of impropriety."
• "Additionally, you must disclose to the Company any interest that you have that may conflict with the business of the Company."

Cypress Code of Business Conduct and Ethics

Cypress Core Values