In carrying out their duties and responsibilities, Directors and Specified employees should avoid
A corporate business opportunity is an opportunity:
A Director and Specified employee, who learns of such a corporate business opportunity and who wishes to avail of it should disclose such opportunity to the Company's Board of Directors. If the Board of Directors determines that the Company does not have an actual or expected interest in such opportunity, then, and only then, may the Director and Specified employee avail of it, provided that the Director and Specified employee has not wrongfully utilized the Company's resources in order to acquire such opportunity.