Program Structure

The corporate ethics and compliance program is intended to demonstrate, in the clearest possible terms, the Company's absolute commitment to the highest standards of ethics and compliance. That commitment permeates all levels of the organization.

There is an oversight committee consisting of the board of directors, a chief operating officer serves as the corporate ethics and compliance officer, and a corporate ethics and compliance committee consisting of senior management and local ethics and compliance officers. All of these individuals or groups are prepared to support you in meeting the standards set forth in this Code.

Resources for Guidance and Reporting Violations

To obtain guidance on an ethics or compliance issue or to report a suspected violation, you have several options. We encourage the resolution of issues at a local level whenever possible. It is expected good practice; when you are comfortable and think it appropriate, to raise concerns first with your supervisor.

If this is uncomfortable or inappropriate, another option is to discuss the situation with another member of senior management at the Company.

You are always free to contact the corporate ethics line at 1-800-923-9760 or the corporate ethics and compliance officer Salvatore Calabrese directly by email at [email protected].

The Company will make every effort to maintain, within the limits of the law and Company policy, the confidentiality of the identity of any individual who reports possible misconduct. There will be no retribution for reporting a possible violation in good faith. Any employee who deliberately makes a false accusation with the purpose of harming or retaliating against another employee will be subject to discipline.

Personal Obligation to Report

The Company is committed to ethical and legal conduct that is compliant with all relevant laws and regulations and to correcting wrongdoing wherever it may occur in the organization. Each employee has an individual responsibility for reporting any activity by any employee, physician, subcontractor, vendor or government employee that appears to violate applicable laws, rules, regulations, or this Code.

Internal Investigations of Reports

The Company is committed to investigate all reported concerns promptly and confidentially to the extent possible. The corporate ethics and compliance officer will coordinate any findings from the investigations and immediately recommend to appropriate senior management or the Board of Directors corrective action or changes that need to be made. We expect all employees and physicians to cooperate with investigation efforts.

Corrective Action

Where an internal investigation substantiates a reported violation, it is the Company's policy to initiate corrective action, including, as appropriate, making prompt restitution of any overpayment amounts, notifying the appropriate governmental agency, instituting whatever disciplinary action is necessary, and implementing systemic changes to prevent a similar violation from recurring in the future at the Company.

Discipline

All violators of the Code will be subject to disciplinary action. The precise discipline utilized will depend on the nature, severity, and frequency of the violation and may result in any of the following disciplinary actions:

• verbal warning,

• written warning,

• written reprimand,

• suspension,

• termination, and

• restitution (if necessary),

Internal Audit and Other Monitoring

The Company is committed to the aggressive monitoring of compliance with its policies. Much of this monitoring effort is provided by the Internal Audit and Compliance department, which routinely conducts internal audits of issues that have regulatory or compliance implications. The organization also routinely seeks other means of ensuring and demonstrating compliance with laws, regulations, and the Company's policies.

Acknowledgement Process

The Company requires all employees to sign an acknowledgment form confirming that they have received the Code and understand that it represents mandatory policies of the Company. New employees will be required to sign this acknowledgment as a condition of employment.

Adherence to and support of the Company's Code of Conduct and participation in related activities and training will be considered in decisions regarding hiring, promotion, and compensation for all candidates, employees and physicians.