May 19, 2004
This Code of Ethics for the CEO and Senior Executives (the "Code") is applicable to I-trax, Inc.'s (the "Company") Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and persons performing similar functions (each of the foregoing officers and persons is referred to herein as a "Senior Financial Officer").
This Code is in addition to the Company's Code of Business Conduct and Ethics, applicable to all of the Company's officers, directors and employees. The Audit Committee of the Company's Board of Directors (the "Audit Committee") will monitor compliance with this Code. The Audit Committee will, periodically, in light of the experience of the Company, review the Code, and when necessary or desirable, make recommendations to the Board of Directors (i) to ensure its continued compliance with applicable law, (ii) to ensure that it meets or exceeds industry standards, and (iii) to ensure that any weaknesses revealed through monitoring, auditing and reporting systems are eliminated or corrected.
The Board of Directors will determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of this Code or the Code of Business Conduct and Ethics by a Senior Financial Officer. Such actions will be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Business Conduct and this Code by a Senior Financial Officer. In determining what action (e.g., re-assignment, demotion, suspension, termination or other) is appropriate in a particular case, the Board of Directors or such designee must take into account all relevant information, including, without limitation, the nature and severity of the violation, whether the violation was a single occurrence or there were repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.
Each Senior Financial Officer is subject to and will comply with each if the following:
- Adhere at all times and in all situations to the spirit and letter of this Code and the Code of Business Conduct and Ethics.
- Comply with the rules and regulations of Federal, state, provincial and local governments, and other appropriate private and public regulatory agencies including, without limitation, the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") and of the American Stock Exchange or such other exchange on which the Company's securities are then traded ("Exchange"), all as applicable to his or her function(s) at the Company.
- Be honest and ethical in his or her conduct (including the ethical handling of actual or apparent conflicts of interest (as defined in the Code of Business Conduct and Ethics)), avoid conflicts of interest (including disclosure to the Chair of the Audit Committee of any material transaction or relationship that reasonably could be expected to give rise to such a conflict or the appearance of such a conflict), and help foster a culture of honesty and accountability.
- Be responsible and provide information for full, fair, accurate, timely, and understandable disclosure in the reports that the Company files with or submits to the SEC, the Exchange and other regulatory agencies and in other public communications by the Company.
- Promptly bring to the attention of the Audit Committee any material information of which he or she may become aware that affects the disclosures made by the Company in its filings with or submissions to the SEC; and otherwise assist the Audit Committee in fulfilling its responsibilities under the Company's financial reporting, disclosure and internal control policies and procedures and assist the Audit Committee in reviewing such matters.
- Promptly bring to the attention of the Audit Committee any information he or she may have concerning: (A) significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures or internal controls.
- Promptly bring to the attention of the Chief Executive Officer and to the Audit Committee any information he or she may have concerning: (A) any violation or evidence of any violation of this Code or the Code of Business Conduct and Ethics, including any actual or apparent conflicts of interest, involving any management or other employees who have a significant role in the Company's financial reporting, disclosures or internal controls; or (B) evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or its agents, or of violation of this Code or the Code of Business Conduct and Ethics.
- Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing his or her independent judgment to be subordinated.
- Respect the confidentiality of the Company's information acquired in the course of his or her work, except when authorized or otherwise legally obligated to disclose, and not use such information for his or her advantage or the advantage of members of his or her immediate family.
- Maintain and share his or her knowledge and skills with others (including, without limitation, the Company's investor relations and legal functions) relevant to the Company's needs (including communications to stockholders and other security holders of the Company).
- Responsibly use and control for the benefit of the Company all assets and resources employed or entrusted to him or her in the course of performing his or her functions at the Company.
- Agree that, with respect to any changes to, or waivers (including implicit waivers) from, this Code that are made or granted by the Company's Board of Directors or Audit Committee, the date of change or waiver, the nature of the change or waiver, and (if applicable) the name of the Senior Financial Officer to whom the waiver has been granted, will be publicly disclosed as part of a Company filing with the SEC on Form 8-K (in compliance with such form) or as a posting on the "Our Company - Investor Information" section of the Company's Internet website (provided the Company's has previously disclosed in its most recently filed annual report on Form 10-K or 10-KSB its intention to disclose these events on its Internet website, and its Internet website address).
- Promptly use and encourage others to promptly use the appropriate Company procedure for any action that is or could reasonably be expected to be a violation of this Code or the Code of Business Conduct and Ethics.
Adopted by the Board of Directors on May 19, 2004