2013 STR Employee Handbook by Sandler, Travis & Rosenberg

Sandler, Travis & Rosenberg, P.A. 1000 NW 57th Court Suite 600 Miami, FL 33126

Employee Handbook

May 2013

Page 1 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Table of Contents 1.

Introduction ................................................................................................5 About This Handbook ..................................................................................................... 5 Welcome to Sandler, Travis, & Rosenberg, P.A. and Sandler and Travis Trade Advisory Services, Inc. ................................................................................................... 6 Your Company’s Portal .................................................................................................. 7 Changes in Policy ........................................................................................................... 7

Employment Policies ...................................................................................8 “At Will” Employment Relationship ............................................................................... 8 Equal Employment Opportunity...................................................................................... 8 Accommodation of Individuals with Disabilities ............................................................. 8 Immigration Law Compliance ......................................................................................... 9 Workplace Harassment Policy ........................................................................................ 9 Harassment Complaint Procedure ..................................................................................11 Employee Conduct.........................................................................................................11 Conflict of Interest .........................................................................................................12 Secondary Employment .................................................................................................13 Employment of Relatives/Nepotism ...............................................................................13 Romantic Relationships .................................................................................................13 Collections/Solicitations ................................................................................................14 Drug Free Workplace Act Statement ..............................................................................15 Disciplinary Action ........................................................................................................17 Termination ...................................................................................................................17 Employment References ................................................................................................18 Acknowledging Sources in Publications Produced by the Firm ......................................19 Applications for Employment/Background Investigations ..............................................19 Licenses .........................................................................................................................19 Life Threatening Illness in the Workplace ......................................................................20 Visitors in the Workplace...............................................................................................20 Global Anti-Corruption ..................................................................................................20

Employee Benefits ..................................................................................... 25

Time-Off Benefits ...................................................................................... 25 Company Holidays ........................................................................................................25 Paid Time Off (PTO) .....................................................................................................25 Page 2

The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Family and Medical Leave Act (FMLA) ........................................................................28 Military Leave (USERRA).............................................................................................38 Bereavement Leave........................................................................................................39 Jury Duty .......................................................................................................................40 Election Day ..................................................................................................................40 Personal Leave of Absence ............................................................................................41

Group Health and Related Benefits ......................................................... 43 Our Employee Benefits Programs ..................................................................................43 Continuation of Benefits (COBRA) ...............................................................................43 Employee Assistance Program .......................................................................................44 Workersâ&#x20AC;&#x2122; Compensation Insurance.................................................................................44

Wages, Time Reporting and Pay Practices.............................................. 46 Employment Classifications ...........................................................................................46 Promotion and Employee Referrals ................................................................................46 Pay Periods ....................................................................................................................48 Deductions From Pay.....................................................................................................48 Pay Advances ................................................................................................................48 Time Reporting ..............................................................................................................49 Make-Up Time ..............................................................................................................49 Overtime Pay .................................................................................................................49 Paycheck Deductions .....................................................................................................49 Attendance and Punctuality ............................................................................................50 Performance Evaluation .................................................................................................51

Workplace Information Policies .............................................................. 53 Personal Data .................................................................................................................53 Business Hours ..............................................................................................................53 Inclement Weather .........................................................................................................53 Dress Code ....................................................................................................................54 Smoke-Free Workplace..................................................................................................54 Conflict Resolution and Complaint Procedure ................................................................55 Disciplinary Procedures .................................................................................................57 If You Have a Question .................................................................................................58 Employee Suggestions ...................................................................................................58 Promotional Items/Gifts .................................................................................................58 Tuition Reimbursement..................................................................................................58 Children at Work ...........................................................................................................59

Page 3 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Company Property ............................................................................... 61 Personal Property....................................................................................................61 Business Expenses ..................................................................................................61 Use of Company Property ..............................................................................................62 Use of Firm Letterhead ..................................................................................................63 Personal Vehicle Use .....................................................................................................63 Company-Owned/Leased Vehicles ................................................................................63 Personal Mail .................................................................................................................64 Communication and Information Systems ......................................................................64 Telephones – Personal Calls ..........................................................................................65 Telephones – Voice Mail ...............................................................................................65 Telephones – Cell Phones ..............................................................................................66 E-Mail, Intranet and Internet Usage ...............................................................................67 Workplace Monitoring ...................................................................................................70 Software Policy .............................................................................................................71 Security of Information Systems ....................................................................................71 Violations ......................................................................................................................72 Social Media ..................................................................................................................72 Telephones – Personal Calls & Cell Phones ...................................................................73

Safety and Security ................................................................................... 75 Company-Owned and Leased Vehicles ..........................................................................75 Personal Vehicle ............................................................................................................75 Cell Phone/Two-Way Communication Devices .............................................................75 Personal Security ...........................................................................................................76 Information Security ......................................................................................................76 Property Security ...........................................................................................................77 Workplace Searches .......................................................................................................77 Threats and Violence .....................................................................................................78 Reporting Work-Related Injuries and Illness ..................................................................79 Report Unsafe Conditions or Illnesses ............................................................................79 Security Incident Procedure ...........................................................................................79 Crisis Management Plan ................................................................................................79

State Law Addendum ............................................................................... 81

Page 4 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Introduction

About This Handbook We give you this handbook as a summary description of the policies, practices, and employee benefits for employees at your office. We hope this handbook will help foster open communication and serve as a useful reference. This handbook summarizes some, but not all, of the principal human resource policies in effect at the time it was issued. However, policies can and do change. Where the handbook differs from new or revised policies and practices later adopted by Sandler, Travis, & Rosenberg, P.A. and Sandler and Travis Trade Advisory Services, Inc. (the â&#x20AC;&#x153;Companyâ&#x20AC;?), the new or revised policy shall control. We will try to inform you of any changes as soon as possible. Please read this handbook carefully and refer to it frequently. It is your responsibility to be familiar with the contents, any amendments to the handbook, and the policies and practices of the Company. You can obtain additional information or clarification about the other benefits and policies of the Company from your supervisor or Human Resources Representative. This handbook is considered Confidential Property of the Company and is not to be reproduced or given to anyone outside the Company. Should you leave the Companyâ&#x20AC;&#x2122;s employ, you may not take a printed copy with you.

This handbook is not a contract, express or implied, guaranteeing employment for any specific duration. Either you or the Company may terminate this relationship at any time, for any reason, with or without cause or notice. Please understand that no supervisor, manager, or representative of the Company has the authority to enter into any agreement with you for employment for any specified period of time or to make any promises or commitments contrary to the foregoing. Further, any employment agreement shall not be enforceable unless it is in a formal written agreement and signed by you and the Company president after being reviewed and approved by Human Resources and the Company Legal Department.

Page 5 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Welcome to Sandler, Travis, & Rosenberg, P.A. and Sandler and Travis Trade Advisory Services, Inc. We are pleased to provide you with access to this Employee Handbook that summarizes some, but not all, of our policies, practices, and employee benefits. Please read it carefully. While we prepared this handbook as a general source of information about your employment, obviously not all of your questions can be answered here. If you have questions, or suggestions, please speak with your Supervisor or Human Resources Representative. Due to the demands of our industry and the rapid change of government regulations, we reserve the right to modify, change, remove, replace, or implement benefits, policies or procedures at any time. This handbook should only be considered a set of guidelines and must not be regarded as a â&#x20AC;&#x153;contractâ&#x20AC;? or guarantee of any kind. We will make every attempt to keep you advised and updated about any changes that affect you. Our people make the difference and our strength is our local knowledge. We strive to employ achievement oriented individuals with the highest personal qualities and integrity. We have high standards of performance, personal capabilities and most importantly, a strong positive relationship with our clients.

Page 6 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Your Companyâ&#x20AC;&#x2122;s Portal Throughout this handbook, you will see references to the Companyâ&#x20AC;&#x2122;s Portal. The Company-wide intranet Portal is a business tool that helps us work smarter, be more productive and save money. Using the latest technology to gather information and tools from around the Company, the Portal makes information readily accessible, such as the Company policies referred to in this handbook. You can access the Portal by logging onto https://portal.adp.com

Changes in Policy The competitive environment and other conditions of this business are constantly changing. The Company, therefore, expressly reserves the maximum amount of discretion permitted by law to administer, interpret, discontinue, review, modify, and change any of its respective benefits, policies and plans, including those covered in this handbook, at any time with or without prior notice. Changes shall become effective on the dates determined by the Company. You may not rely on policies that have been amended and replaced. No supervisor, manager or representative of the Company has the authority to alter the foregoing. If you are uncertain about any policy or procedure, please check with your supervisor or the Human Resources Department.

Page 7 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Employment Policies

“At Will” Employment Relationship Each employee’s employment relationship with the Company is voluntarily entered into and employees are free to resign at any time with or without notice. Similarly, the Company is free to end any employment relationship at any time, with or without cause and with or without notice. Accordingly, there is no promise that your employment will continue for a set period of time or that an employee’s employment will be terminated only under particular circumstances. The relationship between the Company and the employee is and always will be one of voluntary employment ‘at-will.’ Only the President/CEO of the Company can enter into an agreement contrary to this policy. Any such agreement must be in writing and signed by both the employee and the President/CEO.

Equal Employment Opportunity Sandler, Travis, & Rosenberg, P.A. and Sandler and Travis Trade Advisory Services, Inc. is an Equal Opportunity Employer. We are committed to a workplace environment that encourages growth and respect for all current and prospective employees based upon jobrelated factors such as their educational background, work experience, and ability to perform the essential functions of a particular job. It is the policy and practice of this Company to prohibit any form of discrimination or harassment based on race, color, age, national origin, religion, sex, veteran, disability, genetic information, or any other status protected under applicable federal, state or local law. Support and belief in this principle is a basic responsibility of all Company employees. We believe that our continued success depends upon our ability to maintain a leadership role in the attraction, development and retention of a highly competent work force and to create a climate for effective and productive use of our human capital. We are convinced the talent exists, across all population groups, to reach this end. We will conduct our business with due regard to the human dignity and self-worth of each individual. Our management is guided by ethical standards that comply with legal requirements. These standards will be implemented on an affirmative basis to ensure that equality of opportunity is afforded to all applicants and employees, including disabled persons, minorities, older workers, Vietnam-era veterans and special disabled veterans, women and other protected groups that are included within its scope.

Accommodation of Individuals with Disabilities The Company complies with the Americans with Disabilities Act (ADA), the Americans with Disabilities Amendments Act (ADAAA) and applicable state and local laws providing for nondiscrimination in employment against qualified individuals with

Page 8 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

disabilities. The Company also provides reasonable accommodation for such individuals in accordance with these laws. It is the Company’s policy to, without limitation: 

Ensure that qualified individuals with disabilities are treated in a nondiscriminatory manner in the pre-employment process and that employees with disabilities are treated in a nondiscriminatory manner in all terms, conditions, and privileges of employment



Keep all medical-related information confidential in accordance with the requirements of the ADA and retain such information in separate confidential files  Provide applicants and employees with disabilities with reasonable accommodation to perform the essential functions of their job positions, except where such an accommodation would create an undue hardship on the Company  Notify individuals with disabilities that the Company provides reasonable accommodation to qualified individuals with disabilities, by including this policy in the Company’s employee handbook To request more information about the reasonable accommodation process at the Company and/or to request an accommodation, please contact Human Resources.

Immigration Law Compliance The Company is committed to employing only United States citizens and aliens who are authorized to work in the United States and does not unlawfully discriminate on the basis of citizenship or national origin. In compliance with the Immigration Reform and Control Act of 1986, as amended, each new employee, as a condition of employment, must complete the Employment Eligibility Verification Form I-9 and present documentation establishing identity and employment eligibility. Former employees who are rehired must also complete the form if they have not completed an I-9 with the Company within the past three years, or if their previous I-9 is no longer retained or valid. Employees with questions or seeking more information on immigration law issues are encouraged to contact Human Resources. Employees may raise questions about immigration law compliance without fear of reprisal.

Workplace Harassment Policy Sandler, Travis, & Rosenberg, P.A. and Sandler and Travis Trade Advisory Services, Inc. has adopted a policy of “zero-tolerance” with respect to unlawful workplace harassment. In this connection, the Company expressly prohibits any form of unlawful employee harassment based on race, color, religion, sex, national origin, age, disability, military or veteran status, or status in any group protected by state or local law. Improper interference with the ability of Company employees to perform their expected job duties is not tolerated. With respect to sexual harassment, the Company prohibits the following:

Page 9 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.



Unwelcome sexual advances, requests for sexual favors, and all other verbal or physical conduct of a sexual or otherwise offensive nature, especially where: o Submission to such conduct is made either explicitly or implicitly a term or condition of employment o Submission to or rejection of such conduct is used as the basis for decisions affecting an individual’s employment o Such conduct has the purpose or effect of creating an intimidating, hostile, or offensive working environment Offensive comments, jokes, innuendoes, and other sexually oriented statements.

Examples of the types of conduct expressly prohibited by this policy include, but are not limited to, the following:                   

Touching, such as rubbing or massaging someone’s neck or shoulders, stroking someone’s hair, or brushing against another’s body Sexually suggestive touching Grabbing, groping, kissing, or fondling Violating someone’s “personal space” Whistling Lewd, off-color, sexually oriented comments or jokes Foul or obscene language Leering, staring, or stalking Suggestive or sexually explicit posters, calendars, photographs, graffiti, or cartoons Unwanted or offensive letters or poems Sitting or gesturing sexually Offensive e-mail or voice-mail messages Sexually oriented or explicit remarks, including written or oral references to sexual conduct Gossip regarding one’s sex life, body, sexual activities, deficiencies, or prowess Questions about one’s sex life or experiences Repeated requests for dates Sexual favors in return for employment rewards, or threats if sexual favors are not provided Sexual assault or rape Any other conduct or behavior deemed inappropriate by the Company

Page 10 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Harassment Complaint Procedure Each member of management is responsible for creating an atmosphere free of discrimination and harassment, sexual or otherwise. Further, employees are responsible for respecting the rights of their coworkers. If you experience any job-related harassment based on your sex, race, national origin, disability, or another factor, or believe that you have been treated in an unlawful, discriminatory manner, promptly report the incident to your supervisor. If you believe it would be inappropriate to discuss the matter with your supervisor, you may bypass your supervisor and should report it directly to Human Resources and an investigation will be conducted. Your complaint will be kept confidential to the maximum extent possible. If the Company determines that an employee is guilty of harassing another employee, appropriate disciplinary action will be taken against the offending employee, up to and including termination of employment. The Company prohibits any form of retaliation against any employee for filing a bona fide complaint under this policy or for assisting in a complaint investigation. However, if, after investigating any complaint of harassment or unlawful discrimination, the Company determines that the complaint is not bona fide and was not made in good faith or that an employee has provided false information regarding the complaint, disciplinary action may be taken against the individual who filed the complaint or who gave the false information, up to and including termination from employment.

Employee Conduct The Company has an outstanding reputation for ethical behavior and fair dealing. In the performance of your job duties you may deal with a variety of people and organizations. Failure to interact courteously and tactfully with managers, co-workers, clients, vendors, or fellow employees to the point that productivity or morale suffers may be subject to immediate disciplinary action up to and including termination. All employees are prohibited from engaging in any conduct that reflects adversely on the reputation and business of the Company. All employees benefit from an atmosphere of good ethical conduct. Employees who are aware of suspected misconduct, abuse of Company assets, or other violations of the Code of Conduct Policy are responsible for reporting such matters to their supervisor or Human Resources. To ensure orderly operations and provide the best possible work environment, the Firm expects employees to follow rules of conduct that will protect the interests and safety of all employees and the organization. It is not possible to list all the forms of behavior that are considered unacceptable in the workplace. The following are examples of infractions of rules of conduct that may result in disciplinary action, up to and including termination of employment:

Page 11 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

· Theft or inappropriate removal or possession of property · Working under the influence of alcohol or illegal drugs · Possession, distribution, sale, transfer, or use of alcohol or illegal drugs in the workplace, while on duty, or while operating employer-owned vehicles or equipment · Fighting or threatening violence in the workplace · Boisterous or disruptive activity in the workplace · The use of offensive language or swearing · Negligence or improper conduct leading to damage of employer-owned or client-owned property · Insubordination or other disrespectful conduct · Violation of safety or health rules · Sexual or other unlawful or unwelcome harassment · Possession of dangerous or unauthorized materials, such as explosives or firearms, in the workplace · Excessive absenteeism or any absence without notice · Unauthorized absence from work station during the workday · Unauthorized use of telephones, mail system, or other employer-owned equipment · Unauthorized disclosure of business "secrets" or confidential information · Violation of personnel policies · Unsatisfactory performance or conduct · Unauthorized overtime · Refusal to perform routine work · Any other conduct which the Firm, at its sole discretion, deems inappropriate or unprofessional Employment with the Firm is at the mutual consent of the Firm and the employee, and either party may terminate that relationship at any time, with or without cause, and with or without advance notice.

Conflict of Interest Employees have an obligation to conduct business within guidelines that prohibit actual or potential conflicts of interest. This policy establishes only the framework within which the Firm wishes the business to operate. The purpose of these guidelines is to provide general direction so that employees can seek further clarification on issues related to the subject of acceptable standards of operation. Contact the Managing Partner or any member of the Executive Committee for more information or questions about conflicts of interest. Transactions with outside firms must be conducted within a framework established and controlled by the executive level of the Firm. Business dealings with outside firms should Page 12 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

not result in unusual gains for those firms. Unusual gain refers to bribes, product bonuses, special fringe benefits, unusual price breaks, and other windfalls designed to ultimately benefit either the employer, the employee, or both. Promotional plans that could be interpreted to involved unusual gain require specific executive-level approval. An actual or potential conflict of interest occurs when an employee is in a position to influence a decision that may result in a personal gain for that employee or for a relative as a result of the Firmâ&#x20AC;&#x2122;s business dealings. For the purposes of this policy, a relative is any person who is related by blood or marriage, or whose relationship with the employee is similar to that of persons who are related by blood or marriage. No â&#x20AC;&#x153;presumption of guiltâ&#x20AC;? is created by the mere existence of a relationship with outside firms. However, if employees have any influence on transactions involving purchases, contracts, or leases, it is imperative that they disclose to an officer of the Firm as soon as possible the existence of any actual or potential conflict of interest so that safeguards can be established to protect all parties. Personal gain may result not only in cases where an employee or relative has a significant ownership in a firm with which the Firm does business, but also when an employee or relative receives any kickback, bribe, substantial gift, or special consideration as a result of any transaction or business dealings involving the Firm. Personal gain must be disclosed to the management of the Firm.

Secondary Employment The Company recognizes that an employee may accept secondary employment or participate in other activities or organizations. Employees are expected to be available for all scheduled work, including overtime, as needed. Any outside interests, business, financial activity or employment which affect job performance or result in a direct or indirect conflict of interest or competition will not be permitted. Speak to your supervisor if you encounter a situation which appears to be in conflict with this policy.

Employment of Relatives/Nepotism The Firm will not knowingly hire relatives within the same office location for regular, full-time employment. No relatives may work in the same department, nor shall another relative supervise relatives.

Romantic Relationships The Company desires to avoid misunderstandings, actual or potential conflicts of interest, complaints of favoritism, possible claims of sexual harassment, and the employee morale and discord problems that can potentially result from romantic relationships involving Page 13 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

managerial and supervisory employees in the Company or certain other employees in the Company. A manager or supervisor, who becomes romantically involved with someone he/she supervises, and with someone whose terms and conditions of employment he/she has the ability to influence, exposes him/herself and the Company to charges of favoritism, improper use of authority, and possibly sexual harassment. In order to avoid the dangers of management fraternization with a subordinate employee, and to help prevent even the appearance of improper conduct, it is the Companyâ&#x20AC;&#x2122;s policy that managers, supervisors, or any other employee who has the authority to directly or indirectly affect the terms and conditions of anotherâ&#x20AC;&#x2122;s employment shall not fraternize with that employee. The fraternization prohibited by this policy includes dating, romantic involvement, sexual relations, or the exchange of affections. Additionally, all employees, both managerial and non-managerial, are discouraged from fraternizing or becoming romantically involved with other employees, when, in the opinion of the Company, their personal relationships may create a conflict of interest, cause disruption, create a negative or unprofessional work environment, or present concerns regarding supervision, safety, security, or morale. All employees should also remember that the Company maintains a strict policy against unlawful harassment of any kind, including sexual harassment. The Company will vigorously enforce this policy consistent with all applicable federal, state, and local laws.

Collections/Solicitations Solicitation of employees for most reasons constitutes an unwanted intrusion into an employee's time and/or money. We believe that employees should not be harassed, disturbed, or disrupted in the performance of their job duties. For this reason, solicitation of any kind by an employee of another employee is prohibited while either person is on working time. Similarly, the distribution of advertising material, handbills, printed or written literature of any kind in working areas of our Company is prohibited at all times. To avoid harassment by strangers, solicitation of any kind by non-employees is prohibited at all times. The distribution of literature by non-employees on Company premises also is prohibited at all times. The Company reserves the right to take action, up to and including termination, with regard to those individuals who are unable to conduct their behavior within acceptable standards as spelled out by this policy. The foregoing rules do not apply to the traditional charitable solicitations sponsored by the Company, such as the United Way Fund Drive. In connection with such charities, the employee alone makes the choice to contribute.

Page 14 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Drug Free Workplace Act Statement The Company is committed to maintaining a drug-free workplace in compliance with applicable state and federal laws. The Company has a responsibility to its employees, business visitors and clients to provide a safe, secure and efficient working environment. Drug and alcohol abuse can seriously endanger safety and undermine our commitment to quality and operational excellence. The Company also has a legal commitment and duty to abide by the provisions of the U.S. Drug-Free Workplace Act of 1988 (as amended), to providing a drug and alcohol-free workplace. It is the Firm’s desire to provide a drugfree, healthful, and safe workplace. To promote this goal, employees are required to report to working an appropriate mental and physical condition to perform their jobs in a satisfactory manner. While on the Firm’s premises, no employee may use, possess, distribute, sell, or be under the influence of alcohol or illegal drugs. “On premises” includes employee-owned vehicles on property owned, leased or managed by the Firm or office. The legal use of prescribed drugs is permitted on the job only if it does not impair an employee’s ability to perform the essential functions of the job effectively and in a safe manner that does not endanger other individuals in the workplace. While conducting business-related activities off the Firm’s premises, it is expected that the intake of alcohol be limited to a minimal amount and not abused so as to not give a negative appearance to either a client, prospective client or business associate. Violations of this policy may lead to disciplinary action, up to and including immediate termination of employment, and/or required participation in a substance abuse rehabilitation or treatment program. Such violations may also have legal consequences. Employees with questions or concerns about substance dependence or abuse are encouraged to use the resources of the Employee Assistance Program. They may also wish to discuss these matters with their supervisor or Human Resources to receive assistance or referrals to appropriate resources in the community. Any conversations of this nature with your supervisor or Human Resources will remain confidential. Employees with alcohol or drug problems that have not resulted in, and are not the immediate subject of, disciplinary action may request approval to take unpaid time off to participate in a rehabilitation or treatment program through the Firm’s health insurance benefit coverage. Leave may be granted if the employee agrees to abstain from use of the problem substance; abides by all of the Firm’s policies, rules, and prohibitions relating to conduct in the workplace; and if granting the leave will not cause the Firm any undue hardship. As a condition for return from a leave of absence for drug or alcohol abuse rehabilitation, the following requirements must be satisfied:

Page 15 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

1. The employee must present written certification that he or she has successfully completed an appropriate rehabilitation program; 2. The employee must satisfactorily complete medical screening for intoxicants; 3. The employee must commit to adhere to any after-care program recommended by a professional affiliated with the rehabilitation program and to submit to random testing for a period of up to 12 months; and, 4. There must be a position available in the job classification which the employee held prior to commencing this leave of absence. 5. Any employee who returns to work after completing rehabilitation program and who subsequently violates this substance abuse policy will receive no further consideration under this substance abuse policy. If there is a reasonable basis for believing any employee may be in violation of this substance abuse policy, authorized Firm management personnel may require submission to testing for intoxicants and may conduct searches of personal effects, lockers, desks, and rooms for intoxicants and related paraphernalia. Items discovered through such search may be turned over to law enforcement authorities. A reasonable basis for believing an employee is under the influence or impaired by the use of an intoxicant includes abnormal conduct, appearance, behavior, speech or odor; detection of a prohibited substance in the area where an employee has been working; an unexplained decline in work performance or attendance; or a work place accident or safety violation. Submission to searches and testing for intoxicants is a condition of employment. Every employee may be required to sign a form consenting to such searches and tests. Under the Drug-Free Workplace Act, an employee who performs work for a government contract or grant must notify the Firm of a criminal conviction for drug-related activity occurring in the workplace. The report must be made within five (5) days of the conviction. Employees with questions on this policy or issues related to alcohol or drug use in the workplace should raise their concerns with their supervisor or Human Resources without fear of reprisal.

Page 16 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Disciplinary Action Except as otherwise provided for by the terms of a written employment contract or collective bargaining agreement and applicable federal, state, or local law, all employees are employed on an “at will” basis. The Company reserves the right to administer disciplinary rules and procedures based upon its interpretation of the facts of the incident(s) and to adapt disciplinary procedures or use immediate discharge when such actions may be in the best interest of the Company. In that regard, employees are forewarned that certain types of conduct are likely to result in immediate termination. These include (for example only and is not limited to) unauthorized removal of company or other employee’s property, dishonesty, breach of confidentiality, fighting, insubordination, deliberate violation of policies and practices adopted by this office, and any other personal conduct that reflects negatively on the business and reputation of the Company. As is true of any group of people working together, from time to time, there are situations when a specific policy or an obvious rule of common sense is broken. In these cases, the Company will see that issues of misconduct are investigated thoroughly and the application of Company policies is handled in a fair and consistent manner.

Termination Because your employment at the Company is "at-will," either you or the Company can terminate the employment relationship at any time, for any reason or no reason at all, with or without notice. The primary categories the Company uses for terminating employees are voluntary and involuntary, with all reasons for termination falling under one of these primary categories. Voluntary A letter of resignation to your supervisor and human resources is appropriate for voluntary termination. This letter must be signed, dated and state what the last working day will be. This letter will be placed in the employee’s personnel file. It would be helpful if you gave as much advance notice as possible. It is customary for management or supervisory personnel to give at least one month notice and non-management/nonsupervisory staff to give two weeks notice. Aside from resignation, the Company also considers extended absence without proper notification, and failure to return to work after the conclusion of leave of absence, PTO, personal days, etc. as voluntary forms of termination. Involuntary Involuntary termination occurs if the Company initiates an employee's termination. This can occur without advance notice, for any or no reason. Some of the reasons for Page 17 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

involuntary termination are: insubordination, falsification of employment records, unsatisfactory job performance, unacceptable workplace conduct, absenteeism, theft, dishonesty, mistreatment or disrespect toward other employees, visitors, or other members of the public, and/or violation of any Company policies or rules. Involuntary termination could also occur as a result of reduction in staff. These examples are not exclusive. Payout at Termination Accrued Paid Time Off (PTO) cannot be used to extend employment. Unused accrued PTO is not paid out upon termination unless required by state or local law. Floating holidays are not paid out upon termination, unless required by state or local law. The Company reserves the right to withhold the final pay as pre-approved by the employee in writing, to satisfy any outstanding financial obligation incurred by the employee with the Company, including but not limited to PTO days paid in advance and cell phone expenses, unless prohibited by federal and state laws. Retirement Retirement is considered a special form of resignation. Employees will be asked to provide a letter to the Company signed, dated and stating when their intended retirement date will be. It would be helpful if you give as much advance notice as possible. Exit Interview Prior to an employeeâ&#x20AC;&#x2122;s departure, an exit interview may be scheduled to discuss the reasons for resignation and the effect of the resignation on benefits. Departing employees should complete any forms necessary for the transfer or termination of benefit programs. All employees are required to return computers, cell phones, Company tools, manuals, training manuals, customer and pricing lists, Company files, keys, uniforms, sales office vehicles, supplies, or any other Company property.

Employment References It is Company policy to maintain strict confidentiality with respect to all matters relating to the employment or termination of employment of any current or former employee. This policy is for the benefit of both the Company and its employees. The purpose of this policy is to avoid possible claims against the Company based on defamation and to minimize any embarrassment or difficulties if employment is terminated under adverse circumstances. Any requests for employment references must be directed to Human Resources. No other employee is authorized to provide any employment references or information about any current or former employee.

Page 18 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Further, the verbal information provided in response to inquiries about current and former employees will be limited to: 1. 2. 3. 4.

Date of hire Date of termination Current or last position held The following statement: It is the policy and practice of the Company not to disclose any other information about any of its current and former employees. Our decision not to provide any further information about current and former employees should not be considered as a negative comment about the character or performance of such employee.

Information relating to the attitude and job performance of current or former employees, the reason(s) for their termination or discharge, and their eligibility for rehire should not be disclosed under any circumstance.

Acknowledging Sources in Publications Produced by the Firm It is the Firmâ&#x20AC;&#x2122;s policy and obligation regarding acknowledging source materials for work published by us or prepared by us for our clients that where possible, original information will be obtained directly from the primary source and original copy generated for the publication; or alternatively (1) be credited to the source in the publication; or (2) be validated against alternative sources to determine if the information is in the public domain, in which case, it need not be attributed. In the latter case, public domain materials should be obtained for the file or records of conversations should be kept. Materials produced by the Firm do not need to be acknowledged when they are reproduced for third-party publication or internal publication. Firm produced materials may be used by all employees of the Firm. For Firm produced articles containing a byline, the author would normally be credited, however.

Applications for Employment/Background Investigations The Firm relies upon the accuracy of information contained in the employment application, as well as the accuracy of other data presented throughout the hiring process and employment, background investigations are performed, prior to any offer being made, on all new hires. Any misrepresentations, falsifications, or material omissions in any of this information or data may result in the exclusion of the individual from further consideration for employment or, if the person has been hired, termination of employment.

Licenses Effective immediately, professional license expenses should not be applied as a reduction of the professional's business development budget. The Firm will reimburse license expense for one State bar for each professional and the Triennial Customs Brokers fee for Page 19 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

those individuals who hold a broker's license. Professionals must seek pre-approval for reimbursement for any additional licenses.

Life Threatening Illness in the Workplace Employees with life-threatening illnesses, such as cancer, heart disease, and AIDS, often wish to continue their normal pursuits, including work, to the extent allowed by their condition. The Firm supports these endeavors as long as employees are able to meet acceptable performance standards. As in the case of other disabilities, the Firm will make reasonable accommodations in accordance with all legal requirements, to allow qualified employees with life-threatening illnesses to perform the essential functions of their jobs. Medical information on individual employees is treated confidentially. The Firm will take reasonable precautions to protect such information from inappropriate disclosure. Managers and other employees have a responsibility to respect and maintain the confidentiality of employee medical information. Anyone inappropriately disclosing such information is subject to disciplinary action, up to and including termination of employment. Employees with questions or concerns about life-threatening illnesses are encouraged to contact Corporate Human Resources for information and referral to appropriate services and resources.

Visitors in the Workplace To provide for the safety and security of employees and the facilities at the Firm, only authorized visitors are allowed in the workplace. Restricting unauthorized visitors helps maintain safety standards, protects against theft, ensures security of equipment, protects confidential information, safeguards employee welfare, and avoids potential distractions and disturbances. All visitors should enter the Firm at the reception area. Authorized visitors will receive directions or be escorted to their destination. Employees are responsible for the conduct and safety of their visitors. If an unauthorized individual is observed on the Firm's premises, employees should immediately notify Human Resources, Operations Manager or supervisor or, if necessary, direct the individual to the reception area.

Global Anti-Corruption It is the policy of Sandler, Travis & Rosenberg, P.A. (“ST&R”) to comply with the principles and objectives of the U.S. Foreign Corrupt Practices Act (“FCPA”), the Organization for Economic Co-operation and Development’s Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (“the OECD Page 20 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Convention”), implementing legislation worldwide, and all other laws and regulations of similar effect in the countries in which ST&R operates. Strict compliance with the ST&R Global Anti-Corruption Policy (“Policy”) and applicable law is required by all ST&R members, officers, associates, employees, agents and subcontractors. All members and officers are responsible for the enforcement of and compliance with this Policy, including its communication to lower-level employees and any agents and subcontractors. Ignorance of the law or this Policy will not excuse conduct that violates the law or this Policy. Failure to comply with this Policy could result in termination by ST&R and prosecution by U.S. and/or foreign governments. If you have questions regarding this Policy, please contact the Operating Committee at ethics@strtrade.com or 305-913-8660. Inquiries will be kept confidential and may be anonymous. Suspected or potential violations of this Policy must be reported immediately to the Operating Committee at the above email or phone number. PROHIBITED PAYMENTS No one, including an agent or third party intermediary, may pay, offer, authorize, or promise to pay, directly or indirectly, anything of value to a non-U.S. government official, political party, official thereof, or candidate for political office with the intention of inducing or influencing the recipient to do or refrain from doing any official act, in order to assist ST&R in obtaining or retaining business or securing any improper business advantage. Who is a government official? A government official can include: An official (elected, appointed, or career) or employee of a government other than the U.S., including inspectors, customs officials, police officers, etc. “Government” includes any non-U.S. governmental agency, department, instrumentality, ministry, commission, committee or any other body of a non-U.S. national, state or local government; An officer or employee of a non-U.S. government-owned or government-controlled business, corporation, company or society; An official or employee of a public international organization (e.g. Olympics Committees, United Nations, World Bank, World Trade Organization, World Customs Organization); An individual acting for or on behalf of a non-U.S. government or public international organization even though he/she may not be an employee of such government or

Page 21 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

organization (such as an uncompensated honorary official or a member of a royal family); A representative of a non-U.S. political party or official thereof, or a candidate for political office. An individual who is considered a government official under applicable local law. If a question arises and you are unsure whether an individual is a “government official” for purposes of this Policy, you should contact the Operating Committee at ethics@strtrade.com or 305-913-8660 for guidance. What is “anything of value?” The prohibited payment can be money or anything that has value to the recipient or even his/her family, such as gifts, favors, travel expenses, charitable contributions, or political contributions. Prohibited payments can take the form of cash, “kick-backs,” secret commissions, unofficial fees, or the use of contracts, purchase orders or consulting agreements to channel payments to government officials, their relatives or associates; or even internships or job offers. PERMISSIBLE PAYMENTS UNDER THE U.S. LAW Facilitating Payments The FCPA provides for an exception for small payments (usually less than $100) made to nonU.S. government officials in order to expedite or obtain the performance of a routine, nondiscretionary governmental action such as processing governmental papers like visas and work orders; providing police protection or mail pick-up and delivery; and providing phone service, power and water supply. Facilitating payments are illegal in many countries and are very narrowly interpreted by the U.S. Government. Accordingly, you should presume that facilitating payments are banned in the regular course of business by all ST&R employees, agents, partners, subcontractors or anyone conducting business on ST&R’s behalf. In an extraordinary circumstance where life or liberty is at risk, a facilitating payment may be made and must be reported and recorded immediately thereafter. Under these circumstances, before any facilitating payment is made, prior approval must be received from a member of the Operating Committee. If a facilitating payment is authorized by the Operating Committee, it must be fully and accurately documented in ST&R’s books and records. In the event that prior approval cannot be obtained and a facilitating payment is made in an emergency situation, the facilitating payment must be immediately reported to Page 22 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

the Operating Committee. Any facilitating payments that are made must be immediately reported to ST&R’s Controller and recorded as a “facilitating payment” in matter 081349.10000. Travel, Meals & Lodging The FCPA also permits the payment of reasonable expenditures related to the travel, meals and lodging for a government official as long as they are: in accordance with local law; reasonable and bona fide business expenses; not made with a corrupt purpose or to secure an improper business advantage; and, directly related to either: the promotion, demonstration, or explanation of ST&R services; or · the execution or performance of a contract with a Government agency or department thereof. Travel, meals and lodging expenses may not include the sponsorship of spouses, family members or other guests of a government official who are not acting in an official capacity themselves. All travel, meal and lodging expenses incurred by or on behalf of a government official must be fully and accurately documented and reported to ST&R’s Controller within 30 days of payment and recorded as “travel/meals/lodging for government official” in matter number 081349.10000. Promotional Items, Gifts & Hospitality The FCPA is not intended to prohibit all gifts and hospitality involving government officials. It is acceptable to provide promotional items or gifts to government officials, if such items meet all the following criteria: They are: given openly and in accordance with local law; customary in type and given at an appropriate time or season (e.g. to commemorate a holiday) of reasonable value; and given as an expression of esteem, appreciation, gratitude or good-will and NOT with the intention of influencing the recipient or a third party in order to assist ST&R in obtaining or retaining business or securing an improper advantage. All promotional items, gifts and hospitality provided to government officials must be fully and accurately documented and reported to ST&R’s Controller within 30 days of being provided to the official and must be recorded as “promotional item/gift/hospitality for government official” in matter 081349.10000. Page 23 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

ST&R REPRESENTATIVES, AGENTS, INTERMEDIARIES, PARTNERS AND SUBCONTRACTORS ST&R can be held responsible for the actions of third parties such as agents, contractors, consultants, and intermediaries who violate anti-corruption laws when acting on ST&R’s behalf. Therefore, great care must be taken in the selection and supervision of all third parties that will be conducting business on ST&R’s behalf and who may interact with government officials as defined above. Prior to entering into a relationship with these kinds of third parties, a due diligence inquiry must be completed and approved by the Operating Committee. Any third party that has not yet been screened must be disclosed to the Operating Committee as soon as possible. Additionally, any contract with a third party who may interact with government officials on ST&R’s behalf must include appropriate anti-corruption compliance language. TRAINING All professionals and all employees that interact with non-U.S. government officials on behalf of ST&R must complete annual anti-corruption training. The Operating Committee will determine who will receive training and the format of training most appropriate for the personnel in question. ST&R anti-corruption training materials will be made available to ST&R third party representatives for use in developing their own training programs.

Page 24 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Employee Benefits A.

Time-Off Benefits

New employees may be required to work for the Company for a certain period of time before they are eligible for certain benefits, including, but not limited to, holidays, PTO days and medical benefits. Please contact Human Resources for details.

Company Holidays The Company observes paid holidays each year and they may change from year to year: Holidays that fall on a Saturday, will usually be observed on the prior Friday. Holidays that fall on a Sunday, will usually be observed on the following Monday. If a holiday falls during a scheduled PTO, it will not count as a PTO day used and will be treated as a holiday. To be eligible for holiday pay, employees must be regularly scheduled to work on the day on which the holiday is observed and must work their regularly scheduled working days immediately preceding and immediately following the holiday, unless an absence on either day is approved in advance by his or her manager. If a non-exempt employee is required to work on a paid scheduled holiday, they will receive holiday pay plus straight pay. Please refer to the Portal for the current list of holidays.

Paid Time Off (PTO) Paid Time Off (PTO) is an all purpose time-off policy for eligible employees to use for vacation, illness or injury, or any other purposes. It combines traditional vacation and sick leave plans into one flexible, paid time-off policy. ELIGIBILITY Regular full-time employees are eligible to earn and use PTO as described in this policy and in accordance with federal, state, and local laws. ACCRUAL OF PAID TIME OFF Once employees enter an eligible employment classification, they begin to earn PTO according to the schedule below. However, before PTO can be used, a waiting period of 90 calendar days must be completed. After that time, employees can request use of earned PTO including that accrued during the waiting period. Employees are required to schedule PTO in advance, whenever possible. Employees who have exhausted their PTO for the year will not be entitled to take any additional unpaid days. The amount of PTO employees receive each year is based on the length of their employment and accrues according to the â&#x20AC;&#x153;PTO Accrual Scheduleâ&#x20AC;? for full time Page 25 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

employees as shown below. Additionally, some employees may start at a level other than Level I depending on the position or status of such an employee.

Level I - Upon initial eligibility the employee is entitled to 18 PTO days each year, accrued monthly at the rate of 1.5 days. With a maximum annual cap of 18 days. Level II - After 5 years of eligible service the employee is entitled to 24 PTO days each year, accrued monthly at the rate of 2.0 days. With a maximum annual cap of 24 days. Level III - After 10 years of eligible service the employee is entitled to 28 PTO days each year, accrued monthly at the rate of 2.333 days. With a maximum annual cap of 28 days The length of eligible service is calculated on the basis of a "calendar year." An employee’s benefit year may be extended for any significant leave of absence except military leave of absence. Military leave has no effect on this calculation pursuant to applicable law. (See individual leave of absence policies for more information.) PTO is accrued monthly and is available for use by the employee the month following the month of accrual. Upon request and at the discretion of Management, an employee may receive an advance of up to three(3)days of future accruals of PTO in the first three months of the calendar year. Leave does not accrue when an employee is on a leave without pay status or on a leave of absence (unless they are using their own accrued leave), except as provided in the military duty policy and pursuant to applicable law. As an additional condition of eligibility for PTO, an employee who is on an extended absence for illness or injury must apply for any other available compensation and benefits, such as workers’ compensation or disability insurance. To be eligible for holiday pay, employees must work the last scheduled day immediately preceding and the first scheduled day immediately following the holiday. An employee who calls in with an unscheduled PTO day on a day immediately preceding and/or immediately following the holiday will be required to provide a doctor’s note to Human Resources and send a copy to the Human Resources in Miami. More than one occurrence of this circumstance may be cause for disciplinary action and/or termination. YEAR-END UNUSED PTO ACCRUAL BALANCES An employee may only carry over five (5) days of unused accrued PTO time into the following year. Carryover amounts are recorded as beginning PTO balances for the new year. Such balances do not increase the annual allowance for the new year, but do allow

Page 26 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

employees to use the time earlier in the year. Unused year-end PTO accruals that cannot be carried over into the next year will not be paid out to the employee, unless required by federal, state, and local law, or at the discretion of the Executive/Operating Committee based on other compelling business reasons. The value of unused PTO is based on the employee’s current base pay rate and does not include overtime or any special forms of compensation such an incentives, commissions, bonuses, or shift differentials. MAXIMUM ANNUAL ACCRUAL (CAP) There is a cap on the amount of PTO time an employee can accumulate in any year. This encourages employees to use their PTO and allows the firm to manage its financial obligations responsibly. Once an employee reaches his or her cap, the employee will not accumulate any more PTO until the employee uses some of the PTO time and drops below the cap. After the employee’s balance drops below the cap, the employee will begin accruing PTO again. However, the employee will not receive retroactive credit for time worked while he or she was at the cap limit. PTO is capped at twelve times the employee’s PTO monthly accrual rate. For example, an employee entitled to 18 PTO days per year carries over 5 days into the following year. If no PTO is taken, in the 9th month accrual of PTO will cease until the employee takes some time off. SCHEDULING PAID TIME OFF In order to schedule planned PTO, all personnel must submit a request through the ADP Portal requiring the approval of the immediate Supervisor and the final approval from the Human Resources Department. PAID TIME OFF UPON TERMINATION Any accrued and unused PTO will not be paid upon an employee’s resignation or involuntary termination, unless required by federal, state, and local law, or at the discretion of the Executive/Operating Committee. PTO is based on the employee’s current base pay rate and does not include overtime or any special forms of compensation such an incentives, commissions, bonuses, or shift differentials. EXCEPTIONS TO THE POLICY Any exceptions to this policy need to be approved by the Executive/Operating Committee. If due to exceptional circumstances an employee is required to work and cannot take the PTO requested, the Executive/Operating Committee, in its discretion, may make special arrangements to allow the employee to accrue PTO days above the Maximum Annual Accrual for that year, or make some other arrangement appropriate to the circumstances and in accordance with applicable law. EMPLOYEES HIRED BEFORE THE EFFECTIVE DATE OF THIS POLICY Most employees will start the new PTO system with an account balance consisting of all accrued PTO previously permitted. An employee will not lose any days if he or she Page 27 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

comes into the plan with a balance greater than the employee’s PTO cap up to the currently allowed carryover of ten (10) unused PTO days. Employees who have PTO days over the maximum will continue to accrue PTO time and have one year (i.e., 2010) to use time in excess of the maximum accrual. At the end of 2010, any unused PTO time in excess of the amount of PTO time that may be carried over will not be paid out to the employee unless required by federal, state, and local law, or at the discretion of the Executive/ Committee. The value of unused PTO is based on the employee’s current base pay rate and does not include overtime or any special forms of compensation such an incentives, commissions, bonuses, or shift differentials

Family and Medical Leave Act (FMLA) Employees may be entitled to a leave of absence under the Family and Medical Leave Act (FMLA). This policy provides employees information concerning FMLA entitlements and obligations employees may have during such leaves. If employees have any questions concerning FMLA leave, they should contact Human Resources. Employees Eligible for FMLA Leave FMLA leave is available to “eligible employees.” To be an “eligible employee,” an employee must: (1) have been employed by the Company for at least 12 months (which need not be consecutive); (2) have been employed by the Company for at least 1250 hours of service during the 12 month period immediately preceding the commencement of the leave; and (3) be employed at a worksite where 50 or more employees are located within 75 miles of the worksite. Relation to state or local laws The FMLA does not displace any state or local laws to the extent that they authorize greater benefits. As a result, state or local family and medical leave laws, state pregnancy leave laws, and state military leave laws may provide:   

longer leave periods, paid leave, or greater benefit protection during leave.

Any state or local provisions authorizing greater benefits will be observed when the affected employee works for the Company in that state or locality. Whenever allowed leaves pursuant to the FMLA and leaves pursuant to state law shall run concurrently.

Page 28 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Employee Entitlements for FMLA Leave As described below, the FMLA provides eligible employees with a right to leave, health insurance benefits and, with some limited exceptions, job restoration. The FMLA also entitles employees to certain written notices concerning their potential eligibility for and designation of FMLA leave. Basic FMLA Leave Entitlement The FMLA provides eligible employees up to 12 workweeks of unpaid leave for certain family and medical reasons during a 12 month period. The 12 month period is determined on a calendar year. Leave may be taken for any one, or for a combination, of the following reasons: 

To care for the employee’s child after birth, or placement for adoption or foster care



To care for the employee’s spouse, son, daughter or parent (but not in-law) who has a serious health condition For the employee’s own serious health condition (including any period of incapacity due to pregnancy, prenatal medical care or childbirth) that makes the employee unable to perform one or more of the essential functions of the employee’s job Because of any qualifying exigency arising out of the fact that an employee’s spouse, son, daughter or parent is a covered military member who is a member of a regular component of the Armed Forces on active duty or has been notified of an impending call or order to active duty status for deployment to any foreign country in the regular or reserve components of the Armed Forces, including the National Guard or Reserves



A serious health condition is an illness, injury, impairment, or physical or mental condition that involves either an overnight stay in a medical care facility, or continuing treatment by a health care provider for a condition that either prevents the employee from performing the functions of the employee’s job, or prevents the qualified family member from participating in school or other daily activities. Subject to certain conditions, the continuing treatment requirement may be met by a period of incapacity of more than 3 consecutive calendar days combined with at least two visits to a health care provider or one visit and a regimen of continuing treatment, or incapacity due to pregnancy, or incapacity due to a chronic condition. Other conditions may meet the definition of continuing treatment. Qualifying exigencies may include attending certain military events, arranging for alternative childcare, addressing certain financial and legal arrangements, attending certain counseling sessions, and attending post-deployment reintegration briefings.

Page 29 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Additional Military Family Leave Entitlement (Injured Servicemember Leave) In addition to the basic FMLA leave entitlement discussed above, an eligible employee who is the spouse, son, daughter, parent or next of kin of a covered servicemember is entitled to take up 26 weeks of leave during a single 12-month period to care for the servicemember with a serious injury or illness. Leave to care for a servicemember shall only be available during a single-12 month period and, when combined with other FMLA-qualifying leave, may not exceed 26 weeks during the single 12-month period. The single 12-month period begins on the first day an eligible employee takes leave to care for the injured servicemember. A “covered servicemember” means a member of the Armed Forces, including a member of the National Guard or Reserves, and/or a veteran of the Armed Forces, including a veteran of the National Guard or Reserves, who is undergoing medical treatment, recuperation, or therapy, is otherwise in outpatient status, or is on the temporary retired list, for a serious injury or illness. Such veteran is considered a covered servicemember if he/she was a member of the Armed Forces, including the National Guard and Reserves, at any time during the five-year period preceding the date on which the veteran undergoes medical treatment, recuperation or therapy. A covered servicemember of the Armed Forces would have a serious injury or illness if he/she has incurred an injury or illness in the line of duty while on active duty in the Armed Forces or if he/she has an injury or illness that was incurred before the covered servicemember’s active duty and was aggravated by service in the line of duty while on activity duty; provided that the injury or illness may render the servicemember medically unfit to perform duties of the member’s office, grade, rank or rating. A serious injury or illness of a veteran is further defined to encompass an injury or illness incurred in the line of duty while on active duty, or which existed prior to active duty but was aggravated by service in the line of duty while on active duty, and that manifested itself either before or after the covered servicemember became a veteran. Intermittent Leave and Reduced Leave Schedules FMLA leave usually will be taken for a period of consecutive days, weeks or months. However, employees also are entitled to take FMLA leave intermittently or on a reduced leave schedule when medically necessary due to a serious health condition of the employee or covered family member or the serious injury or illness of a covered servicemember. Protection of Group Health Insurance Benefits During FMLA leave, eligible employees are entitled to receive employee only benefit plan coverage and are required to pay their dependant premium benefits.

Page 30 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Restoration of Employment and Benefits At the end of FMLA leave, subject to some exceptions including situations where job restoration of “key employees” will cause the Company substantial and grievous economic injury, employees generally have a right to return to the same or equivalent positions with equivalent pay, benefits and other employment terms. The Company will notify employees if they qualify as “key employees”, if it intends to deny reinstatement, and of their rights in such instances. Use of FMLA leave will not result in the loss of any employment benefit that accrued prior to the start of an eligible employee’s FMLA leave. Notice of Eligibility for, and Designation of, FMLA Leave Employees requesting FMLA leave are entitled to receive written notice from the Company telling them whether they are eligible for FMLA leave and, if not eligible, the reasons why they are not eligible. When eligible for FMLA leave, employees are entitled to receive written notice of: 1) their rights and responsibilities in connection with such leave; 2) the Company’s designation of leave as FMLA-qualifying or non-qualifying, if not FMLA-qualifying, the reasons why; and 3) the amount of leave, if known, that will be counted against the employee’s leave entitlement. The Company may retroactively designate leave as FMLA leave with appropriate written notice to employees provided the Company’s failure to designate leave as FMLAqualifying at an earlier date did not cause harm or injury to the employee. In all cases where leaves qualify for FMLA protection, the Company and employee can mutually agree that leave be retroactively designated as FMLA leave. Employee FMLA Leave Obligations

Provide Notice of the Need for Leave Employees who take FMLA leave must timely notify the Company of their need for FMLA leave. The following describes the content and timing of such employee notices.

Content of Employee Notice To trigger FMLA leave protections, employees must inform the Company of the need for FMLA-qualifying leave and the anticipated timing and duration of the leave, if known. Employees may do this by either requesting FMLA leave specifically, or explaining the reasons for leave so as to allow the Company to determine that the leave is FMLA-qualifying. For example, employees might explain that:    

A medical condition renders them unable to perform the functions of their job They are pregnant or have been hospitalized overnight They or a covered family member are under the continuing care of a health care provider The leave is due to a qualifying exigency caused by a covered military member being on active duty or called to active duty status Page 31



The leave is for a family member, the condition renders the family member unable to perform daily activities or the family member is a covered servicemember with a serious injury or illness

Calling in “sick,” without providing the reasons for the needed leave, will not be considered sufficient notice for FMLA leave under this policy. Employees must respond to the Company’s questions to determine if absences are potentially FMLA-qualifying. If employees fail to explain the reasons for FMLA leave, the leave may be denied. When employees seek leave due to FMLA-qualifying reasons for which the Company has previously provided FMLA-protected leave, they must specifically reference the qualifying reason for the leave or the need for FMLA leave.

Timing of Employee Notice Employees must provide 30 days advance notice of the need to take FMLA leave when the need is foreseeable. When 30 days notice is not possible, or the approximate timing of the need for leave is not foreseeable, employees must provide the Company notice of the need for leave as soon as practicable under the facts and circumstances of the particular case. Employees who fail to give 30 days notice for foreseeable leave without a reasonable excuse for the delay, or otherwise fail to satisfy FMLA notice obligations, may have FMLA leave delayed or denied. Cooperate in the Scheduling of Planned Medical Treatment (Including Accepting Transfers to Alternative Positions) and Intermittent Leave or Reduced Leave Schedules When planning medical treatment, employees must consult with the Company and make a reasonable effort to schedule treatment so as not to unduly disrupt the Company’s operations, subject to the approval of an employee’s health care provider. Employees must consult with the Company prior to the scheduling of treatment to work out a treatment schedule which best suits the needs of both the Company and the employees, subject to the approval of an employee’s health care provider. If employees providing notice of the need to take FMLA leave on an intermittent basis for planned medical treatment neglect to fulfill this obligation, the Company may require employees to attempt to make such arrangements, subject to the approval of the employee’s health care provider. When employees take intermittent or reduced work schedule leave for foreseeable planned medical treatment for the employee or a family member, including during a period of recovery from a serious health condition or to care for a covered servicemember, the Company may temporarily transfer employees, during the period that the intermittent or reduced leave schedules are required, to alternative positions with equivalent pay and benefits for which the employees are qualified and which better accommodate recurring periods of leave. Page 32 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

When employees seek intermittent leave or a reduced leave schedule for reasons unrelated to the planning of medical treatment, upon request, employees must advise the Company of the reason why such leave is medically necessary. In such instances, the Company and employee shall attempt to work out a leave schedule that meets the employee’s needs without unduly disrupting the Company’s operations, subject to the approval of the employee’s health care provider. Submit Medical Certifications Supporting Need for FMLA Leave (Unrelated to Requests for Military Family Leave) Depending on the nature of FMLA leave sought, employees may be required to submit medical certifications supporting their need for FMLA-qualifying leave. As described below, there generally are three types of FMLA medical certifications: an initial certification, a recertification, and a return to work/fitness for duty certification. It is the employee’s responsibility to provide the Company with timely, complete and sufficient medical certifications. Whenever the Company requests employees to provide FMLA medical certifications, employees must provide the requested certifications within 15 calendar days after the Company’s request, unless it is not practicable to do so despite an employee’s diligent, good faith efforts. The Company shall inform employees if submitted medical certifications are incomplete or insufficient and provide employees at least seven calendar days to cure deficiencies. The Company will deny FMLA leave to employees who fail to timely cure deficiencies or otherwise fail to timely submit requested medical certifications. With the employee’s permission, the Company (through individuals other than an employee’s direct supervisor) may contact the employee’s health care provider to authenticate or clarify completed and sufficient medical certifications. If employees choose not to provide the Company with authorization allowing it to clarify or authenticate certifications with health care providers, the Company may deny FMLA leave if certifications are unclear. Whenever the Company deems it appropriate to do so, it may waive its right to receive timely, complete and/or sufficient FMLA medical certifications. Initial Medical Certifications Employees requesting leave because of their own, or a covered relation’s, serious health condition, or to care for a covered servicemember, must supply medical certification supporting the need for such leave from their health care provider or, if applicable, the health care provider of their covered family or service member. If employees provide at least 30 days notice of medical leave, they should submit the medical certification before leave begins. A new initial medical certification will be required on an annual basis for serious medical conditions lasting beyond a single leave year. If the Company has reason to doubt initial medical certifications, it may require employees to obtain a second opinion at the Company’s expense. If the opinions of the initial and second health care providers differ, the Company may, at its expense, require Page 33 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

employees to obtain a third, final and binding certification from a health care provider designated or approved jointly by the Company and the employee. Medical Recertifications Depending on the circumstances and duration of FMLA leave, the Company may require employees to provide recertification of medical conditions giving rise to the need for leave. The Company will notify employees if recertification is required and will give employees at least 15 calendar days to provide medical recertification. Return to Work/Fitness for Duty Medical Certifications Unless notified that providing such certifications is not necessary, employees returning to work from FMLA leaves that were taken because of their own serious health conditions that made them unable to perform their jobs must provide the Company medical certification confirming they are able to return to work and the employees’ ability to perform the essential functions of the employees’ position, with or without reasonable accommodation. The Company may delay and/or deny job restoration until employees provide return to work/fitness for duty certifications. Submit Certifications Supporting Need for Military Family Leave Upon request, the first time employees seek leave due to qualifying exigencies arising out of the active duty or call to active duty status of a covered military members, the Company may require employees to provide: 1) a copy of the covered military member’s active duty orders or other documentation issued by the military indicating the covered military member is on active duty or call to active duty status and the dates of the covered military member’s active duty service; and 2) a certification from the employee setting forth information concerning the nature of the qualifying exigency for which leave is requested. Employees shall provide a copy of new active duty orders or other documentation issued by the military for leaves arising out of qualifying exigencies arising out of a different active duty or call to active duty status of the same or a different covered military member. When leave is taken to care for a covered servicemember with a serious injury or illness, the Company may require employees to obtain certifications completed by an authorized health care provider of the covered servicemember. In addition, and in accordance with the FMLA regulations, the Company may request that the certification submitted by employees set forth additional information provided by the employee and/or the covered servicemember confirming entitlement to such leave. Substitute Paid Leave for Unpaid FMLA Leave Employees must use any accrued paid time while taking unpaid FMLA leave. The substitution of paid time for unpaid FMLA leave time does not extend the length of Page 34 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

FMLA leaves and the paid time will run concurrently with an employee’s FMLA entitlement. Leaves of absence taken in connection with a disability leave plan or workers’ compensation injury/illness shall run concurrently with any FMLA leave entitlement. Pay Employee’s Share of Health Insurance Premiums As noted above, during FMLA leave, employees are entitled to continued group health plan coverage under the same conditions as if they had continued to work. Unless the Company notifies employees of other arrangements, whenever employees are receiving pay from the Company during FMLA leave, the Company will deduct the employee portion of the group health plan premium from the employee’s paycheck in the same manner as if the employee was actively working. If FMLA leave is unpaid, employees must pay their portion of the group health premium. The Company’s obligation to maintain benefit care coverage for dependents ceases if an employee’s premium payment is more than 30 days late. If an employee’s payment is more than 15 days late, the Company will send a letter notifying the employee that coverage will be dropped on a specified date unless the co-payment is received before that date. If employees do not return to work within 30 calendar days at the end of the leave period (unless employees cannot return to work because of a serious health condition or other circumstances beyond their control) they will be required to reimburse the Company for the cost of the premiums the Company paid for maintaining coverage during their unpaid FMLA leave. Report Periodically Concerning Intent to Return to Work [Optional] Employees must contact the Company periodically regarding their status and intention to return to work at the end of the FMLA leave period. If an employee’s anticipated return to work date changes and it becomes necessary for the employee to take more or less leave than originally anticipated, the employee must provide the Company with reasonable notice (i.e., within 2 business days) of the employee’s changed circumstances and new return to work date. If employees give the Company unequivocal notice of their intent not to return to work, the Company’s obligation to maintain health benefits (subject to COBRA requirements) and to restore their positions cease. Coordination of FMLA Leave with Other Leave Policies The FMLA does not affect any federal, state or local law prohibiting discrimination, or supersede any State or local law which provides greater family or medical leave rights. For additional information concerning leave entitlements and obligations that might arise when FMLA leave is either not available or exhausted, please consult the Company’s other leave policies in this handbook or contact Human Resources.

Page 35 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Questions and/or Complaints About FMLA Leave If you have questions regarding this FMLA policy, please contact Human Resources. The Company is committed to complying with the FMLA and, whenever necessary, shall interpret and apply this policy in a manner consistent with the FMLA. The FMLA makes it unlawful for employers to: 1) interfere with, restrain, or deny the exercise of any right provided under FMLA; or 2) discharge or discriminate against any person for opposing any practice made unlawful by FMLA or involvement in any proceeding under or relating to FMLA. If employees believe their FMLA rights have been violated, they should contact the Human Resources Department immediately. The Company will investigate any FMLA complaints and take prompt and appropriate remedial action to address and/or remedy any FMLA violation. Employees also may file FMLA complaints with the United States Department of Labor or may bring private lawsuits alleging FMLA violations. Additional Definitions Spouse means a husband or wife as defined or recognized under State law for purposes of marriage in the State where the employee resides, including common law marriage in States where it is recognized. Parent means a biological, adoptive, step or foster father or mother, or any other individual who stood in loco parentis to the employee when the employee was a son or daughter as defined in paragraph (c) of this section. This term does not include parents “in law.” Son or daughter means, for purposes of FMLA leave taken for birth or adoption, or to care for a family member with a serious health condition, a biological, adopted, or foster child, a stepchild, a legal ward, or a child of a person standing in loco parentis, who is either under age 18, or age 18 or older and “incapable of self-care because of a mental or physical disability” at the time that FMLA leave is to commence. Incapable of self-care means that the individual requires active assistance or supervision to provide daily self-care in three or more of the “activities of daily living” (ADLs) or “instrumental activities of daily living” (IADLs). Activities of daily living include adaptive activities such as caring appropriately for one’s grooming and hygiene, bathing, dressing and eating. Instrumental activities of daily living include cooking, cleaning, shopping, taking public transportation, paying bills, maintaining a residence, using telephones and directories, using a post office, etc. Physical or mental disability means a physical or mental impairment that substantially limits one or more of the major life activities of an individual. Regulations at 29 CFR 1630.2(h), (i), and (j), issued by the Equal Employment Opportunity Commission under the Americans with Disabilities Act (ADA), 42 U.S.C. 12101 et seq., define these terms. Persons who are in loco parentis include those with day-to-day responsibilities to care for and financially support a child, or, in the case of an employee, who had such Page 36 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

responsibility for the employee when the employee was a child. A biological or legal relationship is not necessary. Adoption means legally and permanently assuming the responsibility of raising a child as one’s own. The source of an adopted child (e.g., whether from a licensed placement agency or otherwise) is not a factor in determining eligibility for FMLA leave. Foster care is 24-hour care for children in substitution for, and away from, their parents or guardian. Such placement is made by or with the agreement of the State as a result of a voluntary agreement between the parent or guardian that the child be removed from the home, or pursuant to a judicial determination of the necessity for foster care, and involves agreement between the State and foster family that the foster family will take care of the child. Although foster care may be with relatives of the child, State action is involved in the removal of the child from parental custody. Son or daughter on active duty or call to active duty status means the employee’s biological, adopted, or foster child, stepchild, legal ward, or a child for whom the employee stood in loco parentis, who is on active duty or call to active duty status, and who is of any age. Son or daughter of a covered servicemember means the servicemember’s biological, adopted, or foster child, stepchild, legal ward, or a child for whom the servicemember stood in loco parentis, and who is of any age. Parent of a covered servicemember means a covered servicemember’s biological, adoptive, step or foster father or mother, or any other individual who stood in loco parentis to the covered servicemember. This term does not include parents “in law.” Next of kin of a covered servicemember means the nearest blood relative other than the covered servicemember’s spouse, parent, son, or daughter, in the following order of priority: blood relatives who have been granted legal custody of the covered servicemember by court decree or statutory provisions, brothers and sisters, grandparents, aunts and uncles, and first cousins, unless the covered servicemember has specifically designated in writing another blood relative as his or her nearest blood relative for purposes of military caregiver leave under the FMLA. When no such designation is made, and there are multiple family members with the same level of relationship to the covered servicemember, all such family members shall be considered the covered servicemember’s next of kin and may take FMLA leave to provide care to the covered servicemember, either consecutively or simultaneously. When such designation has been made, the designated individual shall be deemed to be the covered servicemember’s only next of kin. Health care provider means: (1) A doctor of medicine or osteopathy who is authorized to practice medicine or surgery (as appropriate) by the State in which the doctor practices; (2) podiatrists, dentists, clinical psychologists, optometrists, chiropractors (limited treatment consisting of manual manipulation of the spine to correct a subluxation as demonstrated by x-Ray to exist) authorized to practice under the State law and performing within the scope of their practice as defined by State law; (3) nurse Page 37 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

practitioners, nurse-midwives, clinical social workers and physician assistants authorized under State law and performing within the scope of their practice as defined by State law; (4) Christian Science practitioners (may be required to submit to second or third certification through examination - not treatment of a health care provider); (5) any other health care provider from whom the employer or the employee's group health plan benefits manager will accept certification of the existence of a serious health condition to substantiate a claim for benefits; and (7) a health care provider who practices in a country other than the United States who is authorized to practice in accordance with the laws of that country and is performing within the scope of his or her practice as defined under such law. For purposes of leave taken to care for a covered servicemember, any one of the following health care providers may complete such a certification: (1) a United States Department of Defense (“DOD”) health care provider; (2) a United States Department of Veterans Affairs (“VA”) health care provider; (3) a DOD TRICARE network authorized private health care provider; or (4) a DOD non-network TRICARE authorized private health care provider.

Military Leave (USERRA) The Company is committed to protecting the job rights of employees in the uniformed services. A military leave of absence will be granted to employees who are absent from work because of service in the U.S. uniformed services in accordance with the Uniformed Services Employment and Reemployment Rights Act (USERRA). Eligible employees may take up to five cumulative years of leave under this policy. Advance notice of military service and a copy of service orders are required. Unless military necessity prevents such notice or it is otherwise impossible or unreasonable, notice must be provided within 30 days of active service. Military leave will be unpaid. However, employees may elect to use accrued paid time off for the absence. Except as otherwise indicated by Company policy, benefit accruals, such as PTO, or holiday benefits, will be suspended during the leave and will resume upon the employee's return to active employment. Company health insurance coverage will continue until the end of the month following the month in which the employee last worked. The employee will be required to pay his or her normal employee share of the premium during this time. After this period, the employee has the right under COBRA to elect continuing group health insurance, at the employee’s expense, for up to 24 months following separation from employment. An employee who takes leave under this policy will be eligible for reemployment, provided that the employee was honorably discharged from military service and provides discharge documentation. A returning employee must seek timely reinstatement depending upon the length of the military service, as follows, or defined by applicable state law: Page 38 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Length of Service

Time Limit for Seeking Reinstatement

Less than 31 days

By the start of the first work day that begins at least eight hours after the completion of service

31 to 179 days

No later than 14 days following the completion of service

180 days or more

No later than 90 days following the completion of service

An employee who is hospitalized for an injury or illness incurred or aggravated during military service will have up to two years following the completion of service to submit an application for reemployment to Human Resources. Employees returning from military leave will be placed in the position they would have attained had they remained continuously employed or a comparable one depending on the length of military service in accordance with USERRA. Length of Service 90 or fewer days

Reemployment Position(s) Position that the employee would have held if employment had not been interrupted by military service; or Employeeâ&#x20AC;&#x2122;s previous position.

More than 90 days

Position that the employee would have held if employment had not been interrupted by military service; or A position of like seniority, status and pay for which the employee is qualified, with or without reasonable efforts by the Company to help the employee become qualified.

Bereavement Leave Employees may receive up to three (3) consecutive days of paid bereavement leave, which should include the day of the funeral, upon the death of the following persons: spouse, registered same sex domestic partner, parent, child or grandchild, brother/sister, step-parent, parent-in-law, brother/sister-in-law, son/daughter-in-law, stepchild, step brother or sister, grandparent. Employees may receive one (1) day of paid bereavement leave upon the death of their extended family. Extended family includes: aunts, uncles, nieces, nephews, and cousins.

Page 39 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

The employee is responsible for notifying his or her supervisor as soon as possible when death occurs in the immediate family. In the event an employee requests additional time off, or attends the funeral of other relatives or is not eligible as defined above, the supervisor may permit time off without pay or permit the employee to use accrued PTO time. In all cases the employee is responsible for keeping the supervisor informed of the anticipated duration of absence. The employee must provide proof of relationship and/or proof of attendance at the funeral, such as an obituary clipping, funeral card, or other similar document.

Jury Duty The Company recognizes the civic responsibility of jury service in the federal and state court systems by permitting time off from work with financial protection when an employee is summoned to jury or subpoenaed as a witness. Full-time employees are granted a one week paid leave of absence to serve as a juror or when subpoenaed as a witness over any one year period. Regular part-time and all other employees summoned to jury duty or subpoenaed as witnesses shall be given the necessary time off, without pay, unless applicable state or local law requires otherwise. The Company does not require employees to reimburse the Company for the stipend amount issued by the court for their service. All benefits continue uninterrupted during the period of jury service or as a subpoenaed witness. Employees appearing in court on their own behalf (such as a plaintiff, defendant or for non-subpoenaed court appearances), unless requested by the Company, are not included under this policy and will not receive paid time off. PTO or unpaid time should be used for these instances. Procedure 1. On the next day following the date of receipt of a summons to serve on a jury or a subpoena to appear as a witness, the employee must provide a copy of such summons or subpoena to his or her supervisor. 2. The employeeâ&#x20AC;&#x2122;s supervisor will be responsible for notifying Human Resources and the payroll department of the scheduled work time the employee will be absent for jury or witness duty. 3. Upon request by the Company, employees may be required to provide additional documentation in the event of extended jury service. 4. Employees excused from jury service or as a subpoenaed witness before the halfway point of their scheduled workday are required to contact their supervisor to find out if they should report for work.

Election Day We encourage you to exercise your voting privileges in local, state, and national elections. However, since the polls are open for long periods, you are encouraged to vote Page 40 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

before or after regular working hours. You are entitled to take a one hour of time off from work to vote without a loss of wages. Employees should request time off to vote from their supervisor at least two working days prior to the Election Day. Advance notice is required so that the necessary time off can be scheduled at the beginning or end of the work shift; whichever provides the least disruption to the normal work schedule. .

Personal Leave of Absence The Firm provides leaves of absence without pay to eligible employees who wish to take time off from work duties to fulfill personal obligations. Regular full-time employees who have been employed for a minimum of one (1) year, are eligible to request personal leave as described in this policy. As soon as eligible employees become aware of the need for a personal leave of absence, they should request a leave from their supervisor. A leave of absence may be granted for a period of up to 30 calendar days every two (2) years. If this initial period of absence proves insufficient, consideration will be given to a written request for a single extension of no more than 30 calendar days. With the supervisor's approval, an employee may take any available PTO time as part of the approved period of leave. Requests for a leave of absence will be evaluated based on a number of factors, including anticipated workload requirements and staffing considerations during the proposed period of absence. Subject to the terms, conditions, and limitations of the applicable plans, the Firm will provide health insurance benefits until the end of the month in which the approved personal leave begins. At that time, employees will become responsible for the full costs of these benefits if they wish coverage to continue. When the employee returns from personal leave, the Firm according to the applicable plans will again provide benefits. Benefit accruals, such as PTO benefits, will be suspended during the leave of absence and will resume upon return to active employment. When a leave of absence ends, every reasonable effort will be made to return the employee to the same position, if it is available, or to a similar available position for which the employee is qualified. However, the Firm cannot guarantee reinstatement in all cases. If an employee fails to report to work promptly at the expiration of the approved leave period, the Firm will assume the employee as resigned. Page 41 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Page 42 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Group Health and Related Benefits

Our Employee Benefits Programs Eligible employees are provided a wide range of benefits. A number of the programs (such as Social Security, workers' compensation, state disability, and unemployment insurance) cover all employees in the manner prescribed by law. Benefits eligibility is dependent upon a variety of factors, including employee classification. A summary of the wide range of benefits the Company provides is set forth below. Many of these benefits are described in insurance contracts or other plan documents. Employee contributions for the benefit programs may differ. Please see your benefits enrollment worksheet for more details. New employees may be required to work for the Company for a certain period of time before they are eligible for certain benefits, including, but not limited to, medical and dental benefits. Please see Human Resources for details. Following new hire benefit elections, including but not limited to, medical and dental benefits, changes to such benefit elections/coverage can only be made during the annual open enrollment period if the employee has a qualifying event, e.g. marriage, divorce, birth of a child, etc. The following benefit programs are available to eligible employees: * Medical Insurance * Life Insurance * Long Term Disability * Short Term Disability * Flexible Spending Accounts * Health Savings Accounts * 401 (k)

Continuation of Benefits (COBRA) The Consolidated Omnibus Budget Reconciliation Act (COBRA) is a federal law that requires most employers sponsoring group health plans to offer temporary extension of health coverage under certain circumstances in which the coverage would otherwise end. This is called continuation coverage. Through COBRA, employees and their eligible dependents may have the right to continuation coverage under the Companyâ&#x20AC;&#x2122;s group health insurance program at their own cost for a maximum period of 18 to 36 months (length of time dependent on the qualifying event) after the qualifying event. Qualifying events are: ď&#x201A;ˇ

The death of the covered employee Page 43



The termination of the employee



A reduction in the employee's hours, so that the employee or dependent is ineligible for coverage The divorce or legal separation of the covered employee and his or her spouse For spouses and eligible dependents, the employee's entitlement under Medicare A dependent child who marries or reaches the limiting age under the plan, thereby ceasing to be a "dependent" under the terms of the plan

  

Employees or an eligible dependent must report a qualifying event to Human Resources within 60 days after the date the event occurs. COBRA continuation is limited to those employees and/or dependents under specific events such as when eligible to receive Medicare benefits. For more information or questions about COBRA, contact the Human Resources Department.

Employee Assistance Program The Company recognizes that a wide range of problems - such as marital or family distress, alcoholism, and drug abuse - not directly associated with an individual’s job function can nonetheless be detrimental to an employee’s performance on the job. Consequently, we believe it is in the interest of employees and the Company to provide an effective program to assist employees and their families in resolving problems such as these as the need arises. To this end, the Company provides an Employee Assistance Program (EAP) for employees and their eligible family members. The EAP is designed to provide voluntary, private confidential, professional counseling outside the workplace for any type of personal problem. The EAP provides consultation services for referrals to local community treatment sources. All employees are free to use this program and are encouraged to do so. Employee visits to the EAP are held in confidence to the maximum possible extent. Participation in the EAP does not excuse employees from otherwise complying with Company policies or from meeting normal job requirements during or after receiving assistance. Nor will participation in our employee assistance program prevent the Company from taking disciplinary action against any employee for performance problems that occur before or after the employee’s seeking assistance through the program. Please contact Human Resources for more information on how to contact the EAP.

Workers’ Compensation Insurance To provide for payment of your medical expenses and for partial salary continuation in the event of a work-related accident or illness, you are covered by workers’ compensation insurance. The amount of benefits payable and the duration of payment depend on the Page 44 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

nature of your injury or illness. In general, however, all medical expenses incurred in connection with an injury or illness are paid in full, and partial salary payments are provided beginning with the fourth consecutive day of your absence from work. If you are injured or become ill on the job, you must immediately report such injury or illness to your supervisor and Human Resources. This ensures that the Company can assist you in obtaining appropriate medical treatment. Your failure to follow this procedure may result in the appropriate workersâ&#x20AC;&#x2122; compensation report not being filed in accordance with the law, which may consequently jeopardize your right to benefits in connection with the injury or illness. Questions regarding workersâ&#x20AC;&#x2122; compensation insurance should be directed to Human Resources.

Page 45 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Wages, Time Reporting and Pay Practices

Employment Classifications For purposes of salary administration and eligibility for overtime payments and employee benefits, the Company classifies its employees as follows: 



Full-time regular employees. Employees hired to work the Company’s normal, full-time, forty (40) hour workweek on a regular basis. Such employees may be “exempt” or “nonexempt” as defined below. Part-time employees. Employees hired to work fewer than thirty (30) hours per week on a regular basis (“Part-Time Regular Employees”). Part-time employees who work at least 30 hours per week may be eligible for certain Company benefits. Such employees may be “exempt” or “nonexempt” as defined below. Temporary employees. Employees engaged to work full time or part time on the Company payroll, usually to fill in for PTOs, leaves of absence, or projects of a limited duration, with the understanding that their employment will be terminated Temporary employees may be “exempt” or “nonexempt” as defined below. Temporary employees are not eligible for any Company benefits or paid allowances (e.g., holidays, personal holidays, or PTO). (Note that persons placed with the Company by temporary employment agencies or leasing agencies for specific assignments of for specific periods of time are employees of the respective agency and not Company employees.) Nonexempt employees. Employees who are required to be paid overtime at the rate of time and one half (i.e., one and one-half times) their regular rate of pay for all hours worked beyond forty hours in a workweek, in accordance with applicable federal wage and hour laws, (or after any shorter or more frequent period mandated by state or local law or local practice). Exempt employees. Employees who are not required to be paid overtime, in accordance with applicable federal, state or local law. Executives, professional employees, outside sales representatives, and employees in certain administrative or computer-related positions are typically exempt.

You will be informed of your initial employment classification and of your status as an exempt or nonexempt employee during your orientation session. If you change positions during your employment as a result of a promotion, transfer, or your employment responsibilities change, you will be informed by Human Resources of any change in your exemption status. Please direct any questions regarding your employment classification or exemption status to Human Resources.

Promotion and Employee Referrals The Firm provides employees an opportunity to indicate their interest in open positions and advance within the organization according to their skills and experience. In general, Page 46 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

notices of all regular, full-time job openings are posted, although the Firm reserves its discretionary right to not post a particular opening. Job openings will be posted on the Portal and will normally remain open for one week. To be eligible to apply for a posted job, employees must have performed competently for the minimum requirements in their current position. Employees who have a written warning on file, or are on probation or suspension are not eligible to apply for posted jobs. Eligible employees can only apply for those posted jobs for which they possess the required skills, competencies, and qualifications. To apply for an open position, employees should submit a job posting through the portal. The Firm recognizes the benefit of developmental experiences and encourages employees to talk with their supervisors about their career plans. Supervisors are encouraged to support employees' efforts to gain experience and advance within the organization. An applicant's supervisor may be contacted to verify performance, skills, and attendance. Any staffing limitations or other circumstances that might affect a prospective transfer may also be discussed. Job posting is a way to inform employees of openings and to identify qualified and interested applicants who might not otherwise be known to the hiring manager. Other recruiting sources may also be used to fill open positions in the best interest of the organization. The Firm also encourages employees to identify friends or acquaintances who are interested in employment opportunities and refer qualified outside applicants for posted jobs. Employees should obtain permission from the individual before making a referral, share their knowledge of the organization, and not make commitments or oral promises of employment. An employee should submit the referral's resume and/or completed application form through the Portal for a posted job. If the referral is interviewed, the referring employee will be notified of the initial interview and the final selection decision. Calls for employee references should go only to the Human Resources Department. It is the Firmâ&#x20AC;&#x2122;s practice to not supply a terminated employee with a letter of recommendation and any questions regarding this issue should be addressed either to the Human Resources Department.

Page 47 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Pay Periods All employees are normally paid on a semimonthly basis, usually on the fifteenth and on the last days of each month. Each paycheck will include earnings for all work performed through the end of the previous payroll period. If a scheduled payday falls on a Saturday, Sunday, or Company-observed holiday, you will usually be paid on the day preceding the weekend or holiday. All required deductions, such as for federal, state, and local taxes, and all authorized voluntary deductions, such as for health insurance contributions, will be withheld automatically from your paychecks. Employees are paid via direct deposit. Employees have access to an itemized statement of wages when the Firm makes direct deposits. Please review your paycheck for errors. If you find a mistake, report it to your supervisor immediately. Your supervisor will assist you in taking the steps necessary to correct the error.

Deductions From Pay The Firm offers programs and benefits beyond those required by law. Eligible employees may voluntarily authorize deductions from their paychecks to cover the costs of participation in these programs. Pay setoffs are pay deductions taken by the Firm, usually to help pay off a debt or obligation to the Firm or others, or to contribute toward one of the Firmâ&#x20AC;&#x2122;s pre-tax programs (i.e., 401(k) plan).All employee personal charges must be paid to the Firm upon receipt of the invoice from the Accounting Department Outstanding loans or personal employee charges will be deducted from an employee's final paycheck upon said employee's departure from the Firm either due to resignation or involuntary termination. If you have questions concerning why deductions were made from your pay check or how they were calculated, please contact Human Resources.

Pay Advances Employees are expected to handle their personal financial obligations in such a manner as to prevent the involvement of the Firm. The Firm does not provide loans or pay advances on unearned wages to employees except in extreme circumstances and only upon approval of a member of the Executive/Operating Committee, Executive Committee or Human Resources and these special circumstances will only be allowed once during a calendar year. An employee who requests a loan or pay advance must be employed a minimum of one year and sign a Promissory Note indicating that the loan or pay advance will be paid within one year from the date they receive the funds.

Page 48 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Time Reporting It is the Company’s policy to comply with applicable laws that require records to be maintained of the hours worked by our employees. To ensure that accurate records are kept of the hours you actually work (including overtime hours where applicable) and of the accrued leave time you have taken, and to ensure that you are paid in a timely manner, hourly and nonexempt salaried employees are required to record time worked and absences through the Portal. Speak to your supervisor if you have any questions about your time reporting. Falsification of a time record is a breach of Company policy and is grounds for disciplinary action, including the possibility of discharge.

Make-Up Time Make-up time for non-exempt employees is approved only for late arrivals, early departures, extended lunch hours, and/or doctor appointments that are less than four (4) hours in one day. The Firm provides excellent PTO benefits which will be used towards any other absences over four (4) hours in one day. Any other lost time not made up or used as PTO time will be deducted from the employee’s paycheck. According to the Fair Labor Standards Act (FLSA) time must be made up within the same week in which it was taken. If the time is not made up within the same 40-hour work week, then four (4) hours of PTO will be charged against employee’s salary.

Overtime Pay In order to provide the best possible service to our clients and maintain an efficient operation, it may be necessary for you to work overtime. Eligible employees will receive overtime pay in accordance with federal law, applicable state laws and collective bargaining agreements where and when applicable. If you are classified as a nonexempt employee (see the employment classification section for the definition of nonexempt employee), you will be paid one and one-half times (1 ½) your regular hourly rate of pay for all hours worked beyond forty (40) in any given workweek (or after any shorter or more frequent period mandated by state or local law or local practice). You must have prior approval from your supervisor to work any overtime. Your supervisor will attempt to provide you with reasonable notice when the need for overtime work arises. Please remember, however, that advance notice may not always be possible.

Paycheck Deductions The Company intends that deductions be made from your pay only in circumstances permitted by applicable law. If you believe that any improper deduction has been made Page 49 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

from your pay you should immediately raise the matter with your supervisor or Human Resources. If an investigation reveals that you were subjected to an improper deduction from pay, you will be reimbursed.

Attendance and Punctuality Regular attendance and punctuality are essential to the highest quality performance and in preventing undue work for fellow employees. All duties and work schedules have been planned so that efficient, dependable service is uninterrupted. Absences It is recognized that illnesses and medical emergencies occasionally may prevent you from reporting to work as scheduled. All employees are required to notify their supervisor or Human Resources at least Â˝ hour in advance of their start time if they are going to be absent from or late for work for any reason. Employees must make every effort to speak with their supervisor directly. If the supervisor is not available, employees must contact Human Resources immediately and speak with a Human Resources representative directly. Notifying anyone other than your supervisor, or manager within your department, or Human Resources will not be considered proper notification, and your unauthorized absence or tardiness may result in disciplinary action. You should be prepared to explain both the reason for the absence and the time or date when you anticipate being able to return to work. Employees who are going to be absent for more than one day should contact their supervisor each day. Management reserves the right to ask for a physicianâ&#x20AC;&#x2122;s statement in the event of a long-term illness (3 consecutive days), or multiple illnesses or injuries. If an employee fails to notify his/her supervisor after three (3) consecutive days of absence, the Company will presume that the employee has voluntarily resigned and the employee will be removed from payroll. The Company will review any extenuating circumstances presented by the employee that may have prevented him/her from calling in before being removed from the payroll. If an illness or emergency occurs during working hours, employees should notify their supervisor or, if the supervisor is not available, Human Resources before leaving work. Similarly, their supervisor should be notified at least one day in advance of known absences for medical or dental appointments. Tardiness It is expected that each employee will arrive to work at his or her normal starting time. When an employee knows they will arrive later than their usual starting time, the supervisor should be notified at least Â˝ hour in advance. Any hours of work missed because of tardiness may be scheduled for make up within the discretion of your supervisor within the same work week. Those employees covered by the overtime Page 50 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

provisions dictated by federal or state law who are not scheduled for make up time or who do not work their scheduled make up time will not receive pay for such absences or tardiness. Employees are expected to make up lost time by staying later and/or coming in earlier when the employee's or the Company's workload warrants. Employees are also expected to make up missed time for doctor's or dentist's appointments (or for similar situations that are not FMLA-related) in the same manner, at the Companyâ&#x20AC;&#x2122;s discretion. Excessive unexcused absenteeism and/or tardiness will be considered unsatisfactory performance, which may lead to discipline up to and including termination.

Performance Evaluation Supervisors and employees are strongly encouraged to discuss job performance and goals on an informal, day-to-day basis. Performance evaluations are conducted at the end of an employee's initial period in a new position, to allow the supervisor and/or Human Resources and the employee to discuss the job responsibilities, standards, and performance requirements of the new position. Additional performance evaluations are conducted to provide both supervisors and employees the opportunity to discuss job tasks, identify and correct weaknesses, encourage and recognize strengths, and discuss positive, purposeful approaches for meeting goals. These evaluations will take place after six months of employment or at the discretion of the supervisor. In most offices, the official review will be performed at the end of the year. Some of the criteria used for possible salary increases are: Knowledge/Skills Problem Solving/Decision Making Communication Responsiveness Client Relations Leadership Self-Management Quality of Work Quantity of Work Attendance/Punctuality These factors do not constitute a limit upon the evaluation factors and are not designated in order of priority, but are simply enumerated for the benefit of the employees.

Page 51 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Page 52 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Workplace Information Policies

Personal Data The Company establishes a personnel and medical file for each employee that includes information relevant to his/her employment with the Company. It is your responsibility to advise the Company of any change of address, emergency contact data, marital status, dependents, or other pertinent information that could affect your employment or benefit status. Changes should be made by the employee via the Portal. If you have any questions or problems, please contact the ADP Employee Service Center or your local HR Department.

Business Hours Attendance and punctuality are paramount to the efficiency, productivity, and success of any organization including this Company. Your work habits and job performance will not only have an impact upon all of the other employees, but also will reflect your commitment, dedication, and dependability. All salaried exempt and non-exempt/hourly employees are expected to be at work during normal business hours. Normal business hours are generally 8:00 a.m. to 5:00 p.m., but may vary by location and position. The normal work schedule for all employees is 8 hours a day, 5 days a week. These 8 hours do not include the one hour lunch period. Supervisors will advise employees of the times their schedules will normally begin and end. Staffing needs and operational demands may necessitate variations in starting and ending times, as well as variations in the total hours that may be scheduled each day and week.

Inclement Weather At times, emergencies such as severe weather, fires, power failures, hurricanes or earthquakes, can disrupt company operations. In extreme cases, and only upon official warning (either from a governmental entity or Firm upper management only) these circumstances may require the closing of an office facility. In the event that such an emergency occurs during non-working hours, local radio and/or television stations will be asked to broadcast notification of the closing. However, each employee is required to verify the closing of any of our offices with the emergency update number. When operations are officially closed due to emergency conditions, the time off from scheduled work will be paid. During inclement weather, in cases where an emergency closing has not been authorized, employees who fail to report for work will be charged for PTO and may be subject to disciplinary action. Page 53 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Employees in essential operations may be asked to work on a day when operations are officially closed. In these circumstances, employees who work will receive regular pay.

Dress Code Dress, grooming, and personal cleanliness standards contribute to the morale of all employees and affect the business image the Firm presents to clients and visitors. During business hours or when representing the Firm, employees are expected to present a clean, neat, and tasteful appearance. Employees should dress and groom according to the requirements of the individualâ&#x20AC;&#x2122;s position and accepted social standards. This is particularly true if the job involves dealing with clients or visitors in person. The Human Resources or supervisor is responsible for establishing a reasonable dress code appropriate to the job the employee performs. If Management feels the employeeâ&#x20AC;&#x2122;s personal appearance is inappropriate, said employee might be asked to leave the workplace until they are properly dressed or groomed. Under such circumstance, the employee will not be compensated for the time away from work. Consult the Human Resources Department with any questions as to what constitutes appropriate appearance. Reasonable accommodation may be made to a person with a disability, where necessary. Our primary objective is to have employees project a professional image while taking advantage of more casual and relaxed fashions. Business casual dress offers a welcome alternative to the formality of typical business attire. However, not all casual clothing is appropriate for the office. If you are considering wearing something and you are not sure if it is acceptable, choose something else or inquire first. For some, traditional business attire may simply remain a more favored option on business casual days. The choice is yours. We hope and fully expect that business casual days will help make our workplace more enjoyable and productive.

Smoke-Free Workplace The Company provides a smoke-free environment for its employees, clients, and visitors. We have adopted this policy because we have a sincere interest in the health of our employees and in maintaining pleasant working conditions. Smoking is not permitted in Company owned vehicles.

Page 54 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Conflict Resolution and Complaint Procedure Purpose To provide an effective and consistently applied method for employees to present their concerns and for the Company to address those concerns expeditiously. Policy and Procedure Problems, misunderstandings and frustrations may arise in any organization. It is the Companyâ&#x20AC;&#x2122;s intent to be responsive to our employees and their concerns. Therefore, the Company has established a complaint procedure to deal with issues that are not covered by the Company Sexual Harassment Policy which covers workplace harassment issues. To ensure effective working relations, it is important that such matters be resolved before serious problems develop. Most incidents resolve themselves naturally; however, if a situation persists that you believe is detrimental to you or to the Company, you should follow the procedure described here for bringing your complaint to managementâ&#x20AC;&#x2122;s attention.

Step One Discussing the problem with your immediate supervisor is encouraged as a first step. Employees are encouraged to bring concerns directly to their immediate supervisor for discussion and resolution. The supervisor generally should meet with the employee within seven workdays of receiving the complaint. If, however, you do not believe a discussion with your supervisor is appropriate or you do not receive a timely response from your supervisor, you may proceed directly to Step Two.

Step Two If your problem is not resolved after discussion with your supervisor or if you feel discussion with your supervisor is inappropriate, you are encouraged to request a meeting with the Human Resources Department. In an effort to resolve the problem, Human Resources will consider the facts, conduct an investigation (if appropriate), and may also review the matter with your department head. You will normally receive a response regarding your problem within five working days of meeting with Human Resources.

Step Three If you are not satisfied with your human resources representativeâ&#x20AC;&#x2122;s decision and wish to pursue the problem or complaint further, you may prepare a written summary of your concerns and request that the matter be reviewed further. After a full examination of the facts (which may include a review of the written summary of your statement, discussions with all individuals concerned, and a further investigation if necessary, you will normally advise you of his or her decision within fifteen working days. This decision shall be final. It is the responsibility of employees who experience any job-related issues to utilize the complaint procedure established for the purposes of preventing and correcting Page 55 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

unacceptable workplace behavior. If the Company does not know about the issue, it cannot do anything about it. It is expected that the time frames outlined in this procedure be adhered to. However, any unforeseen delay should be promptly communicated to the employee. The Company does not tolerate any form of retaliation against employees availing themselves of this procedure. If you have filed a complaint, or have participated in an investigation, and believe that you are being retaliated against, you must immediately report this matter to your supervisor or your human resources representative. The Company reserves the right to impose appropriate disciplinary action for any conduct it considers to be disruptive or inappropriate. The circumstances of each situation may differ and the level of disciplinary action may also vary, depending upon factors such as the nature of the offense, whether it is repeated, the employee's work record and the impact of the conduct on the organization. The procedure should not be construed, however, as preventing, limiting, or delaying the Company from taking disciplinary action against any individual, up to and including termination, in circumstances (such as those involving problems of overall performance, conduct, attitude, or demeanor) where the Company deems disciplinary action appropriate. If the Company determines that an employee knowingly provided false information in connection with a complaint or an investigation, disciplinary action may be taken against the individual who filed the complaint or who gave the false information up to and including termination. Complaints involving alleged discriminatory practices shall be processed in accordance with the Company Sexual Harassment Policy which covers all forms of discriminatory harassment based on race, color, religion, sex, sexual orientation, alienage, citizenship status, marital status as a Vietnam era veteran, national origin, age, handicap, disability or any other characterization protected by federal, state, or local law. Below is a brief summary of the Companyâ&#x20AC;&#x2122;s Sexual Harassment Policy. Please refer to the Sexual Harassment Policy for the Companyâ&#x20AC;&#x2122;s complete workplace harassment policy above. Complaints Concerning Workplace Harassment It is the responsibility of the Company and each employee to create an atmosphere free of harassment and discrimination. In addition, it is the responsibility of each employee to respect the rights of his or her co-workers. If you experience or observe any hostile conduct or harassing behavior, or believe that you have been treated in an unlawful discriminatory manner, because of race, color, religion, sex, sexual orientation, alienage, citizenship status, marital status as a Vietnam era veteran, national origin, age, handicap, disability or any other characterization protected by federal, state, or local law, you must immediately report the matter (orally or in writing) to your supervisor or the Human Resources Department. Upon receipt of a complaint, the Company will undertake a prompt and thorough investigation of the allegations. To the extent that it does not compromise the integrity of the investigation, confidentiality will be maintained concerning the allegations. Page 56 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Employees who fail to cooperate with an investigation conducted pursuant to this Policy may be disciplined up to and including dismissal. Should the investigation establish that an individual has engaged in harassing, discriminatory, or other wrongful or inappropriate conduct, disciplinary action, up to and including discharge, will be taken against the offending employee.

Disciplinary Procedures The purpose of this policy is to state the Firm’s position on administering equitable and consistent discipline for unsatisfactory conduct in the workplace. The best disciplinary measure is the one that does not have to be enforced and comes from good leadership and fair supervision at all employment levels. The Firm’s own best interest lies in ensuring fair treatment of all employees and in making certain that disciplinary actions are prompt, uniform, and impartial. The major purpose of any disciplinary action is to correct the problem, prevent recurrence, and prepare the employee for satisfactory service in the future. Although employment with the Firm is based on mutual consent and both the employee and the Firm have the right to terminate employment at will, with or without cause or advance notice, the Firm may use progressive discipline at its discretion. Disciplinary action may call for any of four steps – verbal warning, written warning, suspension with or without pay, or termination of employment – depending on the severity of the problem and the number of occurrences. There may be circumstances when one or more steps are bypassed. Progressive discipline means that, with respect to most disciplinary problems, these steps will normally be followed: a first offense may call for a verbal warning; a next offense may be followed by a written warning; another offense may lead to a suspension; and, still another offense may then lead to termination of employment. The Firm recognizes that there are certain types of employee problems that are serious enough to justify either a suspension, or, in extreme situations, termination of employment, without going through the usual progressive disciplinary steps. While it is impossible to list every type of behavior that may be deemed a serious offense, the Employee Conduct and Work Rules policy includes examples of problems that may result in immediate suspension or termination of employment. However, the problems listed are not all necessarily serious offenses, but may be examples of unsatisfactory conduct that will trigger progressive discipline.

Page 57 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

By using progressive discipline, we hope that most employee problems can be corrected at an early stage, benefiting both the employee and the Firm.

If You Have a Question In most instances, the person in the best position to assist you with questions is your supervisor. Talk to your supervisor when you have a question. Helping you is an important part of his or her responsibilities. From time to time, you might have something you want to discuss with someone other than your immediate supervisor. In this case, you may contact other appropriate company people to help you, including your supervisor’s manager and/or Human Resources. You may also contact the Employee Service Center. Part of the Company’s commitment to respect for the individual is responding to your questions. No employee will be retaliated against for asking a question.

Employee Suggestions Employees are encouraged to make suggestions for improvement of methods, systems, or relations with clients. If you have a suggestion which you believe will benefit the Company, advise your supervisor or department manager. All suggestions are welcome. The success of the Company is based on the total effort of all of our employees.

Promotional Items/Gifts Effective immediately, the Firm's marketing department will be responsible for centralized purchase of all promotional items. The department must obtain pre-approval for any such purchase from the Business Development Committee.

Tuition Reimbursement The Firm recognizes that the skills and knowledge of its employees are critical to the success of the organization. The educational assistance program encourages personal development through formal education so that employees can maintain and improve jobrelated skills or enhance their ability to compete for reasonably attainable jobs within the Firm. The Firm will provide educational assistance to all eligible employees. An eligible employee is a “regular, full-time” employee who has been employed with the Firm for a minimum of one year. To maintain eligibility employees must remain on the active payroll and be performing their job satisfactorily through completion of each course.

Page 58 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Undergraduate programs: The firm will reimburse up to $500 a semester (to a maximum of $1,000 per school year – September through August) for job-related courses, provided the employee obtains a “B” grade or better and commits, in writing, to continued employment with the firm for no less than one year after reimbursement is received. The Firm may, in its sole discretion, limit the number of courses which it approves for a given semester. Graduate programs: The firm will reimburse up to $1,250 a semester (to a maximum of $2,500 per school year – September through August) for job-related courses, provided the employee obtains a “B” grade or better and commits, in writing, to continued employment with the firm for no less than eighteen months after reimbursement is received. The Firm may, in its sole discretion, limit the number of courses which it approves for a given semester. Employees must apply for reimbursement prior to taking the course by completing a Tuition Reimbursement Form and attaching a copy of the course curriculum in addition to a copy of documentation from the institution indicating the tuition fee. Submit request forms to Human Resources. Individual courses or courses that are part of a degree, licensing, or certification program must be related to the employee's current job duties or a foreseeable-future position in the organization in order to be eligible for educational assistance. The Firm has the sole discretion to determine whether a course relates to an employee's current job duties or a foreseeable-future position. Employees should contact Human Resources for more information or questions about educational assistance. While educational assistance is expected to enhance employees’ performance and professional abilities, the Firm cannot guarantee that participation in formal education will entitle the employee to automatic advancement, a different job assignment, or pay increases. The Firm invests in educational assistance to employees with the expectation that the investment be returned through enhanced job performance. However, if an employee voluntarily or involuntarily separates from the Firm's employment within one year of the last educational assistance payment, the amount of the payment will be considered only a loan. Accordingly, the employee will be required to repay up to 100 percent of the original educational assistance payment.

Children at Work Employees are permitted to bring their children that are 6 years and older to visit their worksite, provided that the visits are infrequent, brief and planned in a fashion that limits disruption to the workplace. While children are in the workplace, they must be directly supervised by the parent at all times. If the frequency, length or nature of visits Page 59 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

becomes problematic, the employee will be advised of the situation and will be expected to take corrective action. Employees are not permitted to bring ill children to work. This policy is not to be utilized as a backup childcare arrangement.

Page 60 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Company Property

Personal Property While we make every effort to ensure a safe and secure workplace, personal items such as cash and personal property should never be left unattended. The Company does not assume any responsibility for personal property of employees.

Business Expenses The Firm will reimburse employees for reasonable business travel expenses incurred while on assignments away from the normal work location. A partner or principal of the firm must approve all travel expenses in advance, especially travel that is not billable to a client. If the travel is for business development purposes, a Business Development & Professional Budget Approval Form must be completed in accordance with the firmâ&#x20AC;&#x2122;s Business Development & Professional Budget Procedures. Employees whose travel plans have been approved should make all travel arrangements through the Firmâ&#x20AC;&#x2122;s designated travel agency and should use their personal credit cards to make all travel arrangements. The firm does not advance travel expenses. Additionally, the firm will only reimburse for travel that has occurred and not for travel that has been booked but not taken. When approved, and following the submission of appropriate travel and expense reports, the actual costs of travel, meals, lodging, and other expenses directly related to accomplishing business travel objectives will be reimbursed by the Firm. All employees are required to use the Chrome River travel and expense system http://www.chromeriver.com/ to process expenses. Employees are expected to limit expenses to reasonable amounts, especially travel that is not billable to a client. Personal articles, such as toiletries, periodicals, clothing, entertainment and/or other non-business related items, are not reimbursable. Employees who travel are allowed the rental of one movie per day. If an employee rents more than one movie per day, the employee will be responsible for the cost of the additional movies. Employees who are involved in an accident while traveling on business must promptly report the incident to their immediate supervisor or Human Resources. Vehicles owned, leased or rented by the Firm may not be used for personal use without prior approval. When travel is completed, employees should submit completed Travel & Expense reports within five (5) days of return to the Chrome River travel and expense system and should include an itemization of all charges, including a detailed hotel folio. In order to comply with IRS codes, client requests and governmental contract regulations, the names of any individuals with whom meals were shared must be included on

Page 61 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

the respective receipt. Detailed receipts for all individual expenses should be scanned into Chrome River. Credit card receipts presented for meals must be itemized identifying alcohol and meals separately.

The Firm issues reimbursable direct deposits on the 15th and 30th/31st of each month. All T&E reports submitted through Chrome River by the 15th of the month with receipts submitted will normally be reimbursed by the 30th of the month if all approvals are received. All T&E reports submitted by the 30th of the month with receipts are normally reimbursed by the 15th of the month if all approval are received. It is important to remember that when a professional travels for business development purposes (seminars, conferences, etc.) the Firm is paying for those expenses and an attempt should be made at all times to keep the expenses reasonable. First-class airline seats are not permitted for business development or firm paid travel unless previously approved. Employees should contact their supervisor or Human Resources for guidance and assistance on procedures related to travel arrangements, expense reports, reimbursement for specific expenses, or any other business travel issues. Abuse of this business travel expenses policy, including falsifying expense reports to reflect costs not incurred by the employee, can be grounds for disciplinary action, up to and including termination of employment.

Use of Company Property Employees are responsible for items issued to them by the Company or in their possession or control, such as but not limited to the following:           

Credit cards Tools and equipment, including company-provided clothing Identification badges Keys Written materials such as manuals, forms and marketing products Database information Client lists Files and documents Computers, software, manuals and informational resources Company vehicle Cell phones

Page 62 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Although the Company strives to ensure that each employee has access to the resources needed to perform his/her job, the Company also expects all employees to understand that use of those resources is limited to the performance of their jobs. Any unauthorized use, retention or disclosure of any Company resources or property will be regarded as theft warranting disciplinary action up to and including termination and may prompt various civil and/or criminal legal actions. Personal advances or purchases with the intent of subsequently repaying the Company are strictly prohibited.

Use of Firm Letterhead Firm letterhead or forms on which the Firm name appears should not be used for personal purposes at any time. Firm letterhead and forms should be used only for Firm business or professional activities. Non-professional employees using Firm letterhead for business reasons should clearly indicate their position with the Firm on any correspondence. It is preferable that nonprofessional employees use letterhead which does not contain the names of all of the attorneys/professionals. Professionals who send out letters concerning philanthropic or other civic activities, or any other correspondence that might obligate the Firm in any way should have that correspondence approved by the Managing Partner or Chief Operating Officer before being sent out on Firm letterhead

Personal Vehicle Use Should use of the employee's personal vehicle on Company business be necessary, the employee will be reimbursed in accordance with the current travel reimbursement rate, with prior approval by management. This does not include travel to and from work. Employees using their personal vehicles for Company business must have sufficient insurance and a current driverâ&#x20AC;&#x2122;s license. The Company will not be responsible for any losses, accidents, fines, or other liabilities that occur while an employee is driving his or her own personal vehicle while on Company business.

Company-Owned/Leased Vehicles Personal use of Company-owned or leased vehicles is strictly prohibited. Because the Companyâ&#x20AC;&#x2122;s insurance only covers employees driving or riding in Company vehicles while on Company business, no one other than authorized employees shall be allowed to operate or ride in Company vehicles at any time.

Page 63 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

It is the employee driver’s responsibility to see that his or her Company vehicle is properly maintained. Employee drivers are responsible for insuring that the following items are in the vehicle at all times:   

Current registration card Current proof of insurance card Current local vehicle tag (if applicable)

If your driver’s license is suspended or revoked, you are responsible for notifying the Company immediately. If the MVR indicates that an employee who is required to operate a motor vehicle as part of his or her job duties has operated a Company vehicle with a suspended or revoked license, the employee will be subject to disciplinary action, which may include termination. If your license is suspended by your state department of motor vehicles for any reason, you may not drive on Company business or drive a Company vehicle.

Personal Mail Due to the volume of mail handled by this office, employees must make every effort to have personal mail addressed to their homes. All mail received will be opened and sorted for distribution by authorized personnel. Only mail marked "Personal" or "Confidential" will be forwarded unopened to the addressee. Out-going personal mail must contain postage stamps. The office postage meter is not available for personal mail. UPS/air freight are to be used for Company business only.

Communication and Information Systems Nothing in any of the following policies regarding the Company’s Communication and Information Systems, including those policies specifically addressing E-Mail, the Intranet, the Internet, and Social Media, is designed to interfere with, restrain, or prevent employee communications regarding wages, hours, or other terms and conditions of employment. The Company provides its employees with access to the communication and information systems necessary to conduct business in a global economy. The Company’s communication and information systems consist of both traditional systems (ie. telephone system -including voice mails, faxes), and electronic systems (ie. internet, -including communication through the use of electronic mail (e-mail)), face-time, and skype intranet, and the software and hardware (which may include smart phones, desktop computers, laptop computers, and tablets) by which employees access and utilize the above communication and information systems. Employees are expected to adhere to proper use of all communication and information systems. Employees are permitted use Page 64 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

of Company property and must comply with Company policies and procedures regarding its use. Because the communication and information systems provided by the Company are to be used exclusively for conducting the business of the Company, employees should have no expectation of privacy as to any correspondence (whether oral or written) transmitted through the use of one of these systems, or information processed by or contained on one of these systems. The Company may retain, archive, and monitor any such information and/or communications. All content created, saved, and/or shared using the Company’s traditional and electronic communication and information systems are a form of corporate correspondence, and are subject to the same internal and external regulation, security and scrutiny as any other corporate correspondence. E-mail communications must be written following customary business communications practices as is used in Company correspondence. E-mail communications are official internal Company communications, which may be subject to summons in legal proceedings. The Company’s communication and information systems shall not be used as a forum to promote religious or political causes, or any illegal activity. Transmission of sexually explicit images, messages, cartoons, or other such items, or messages that may be construed as harassment or disparagement of others based on race, color, age, national origin, religion, sex, gender identity, veteran, disability, or any other status protected under applicable federal, state or local law, are also prohibited on the Company’s information systems. Employees shall not attempt to gain access to another employee’s personal information systems and messages. The Company, however, reserves the right to access an employee’s messages at any time, without notice to the employee. Employees MUST NEVER share their personal passwords to any information systems. Any violation of these guidelines may result in disciplinary action, up to and including termination. Telephones – Personal Calls Telephones play an important role in the Company’s business. While phone usage is intended for job-related activities, incidental and occasional brief personal use of the office telephone is permitted within reasonable limits. Telephone records are subject to periodic review by management. The Company reserves the right to monitor any call at any time. Telephones – Voice Mail Voice mail is provided as a convenience to our employees and our callers. When used properly, it assists in the efficient operation of our offices. It is critical that this Page 65 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

technology be used in an appropriate manner so that effective service to our customers, as well as communication within our own organization, is not adversely affected. Therefore, employees must physically answer phone calls whenever possible. When they cannot, then the messages on answering machines (voice mail and other similar technologies) should be updated daily and provide intelligent assistance to the caller, including an option that enables callers to promptly reach an individual on-duty with the organization being contacted during business hours. Voice mail is never to be used to "screen" telephone calls. If you are in the office, you are expected to answer the telephone promptly. Telephone and voice mail messages should be responded to promptly. Voice mail is an integral communication tool. The Company reserves the right to access any employee’s voice mail box without notice, if it is deemed to be in the best interest of the business. Telephones – Cell Phones Company-provided cell phones are intended to be used for business purposes. However, incidental and occasional brief personal use of a company-provided cell phone is permitted within reasonable limits. We recognize that “texting” is a form of telephonic communication available to anyone with a mobile phone. In this regard, employees are reminded that all communications via company provided cell phones (including “texts”) may be monitored and there should be no expectation of privacy with regard to those communications. Employees are further reminded that, as with email communications, texts shall not be used to promote religious or political causes or any illegal activity. Further, the transmission of sexually explicit images, messages, cartoons, or other such items or messages that may be construed as bullying, harassment, or the disparagement of others based on race, color, age, national origin, religion, sex, gender identity, veteran, disability, or any other status protected under applicable federal, state or local laws, are prohibited on the Company provided mobile devices. Use of Cell Phones While Driving Employees must adhere to all federal, state or local rules and regulations regarding the use of cell phones while driving. Accordingly, employees must not use cell phones if such conduct is prohibited by law, regulation or other ordinance. If you are not sure whether the use of a cell phone while driving is prohibited in a particular area, please check with Human Resources for guidance. If employees must use cell phones while in their cars, they should use a hands-free phone, keep their eyes on the road at all times, and avoid complex or stressful conversations. While hands-free phones are not required in many states with cell phone laws, they are considered safer than hand-held cell phones. Employees whose job responsibilities do not specifically include driving as an essential function, but who are issued a cell phone for business purpose are also expected to abide Page 66 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

by the provisions above. Under no circumstances are employees allowed to place themselves at risk to fulfill business needs. E-Mail, Intranet and Internet Usage The Companyâ&#x20AC;&#x2122;s electronic communication and information systems (including e-mail, internet and intranet) allow us to be more productive. E-mail, internet, and intranet are valuable in that they enable the collection, collaboration and sharing of information, but they can also cause problems if they are misused. It is extremely important that we all use good business judgment when using our electronic information systems. Every member has a responsibility to maintain and enhance the Companyâ&#x20AC;&#x2122;s public image, and to use email and the Internet in a productive manner. The Companyâ&#x20AC;&#x2122;s electronic information systems are to be used for Company business only. The Company reserves the right to review how employees are making use of these business tools. Misuse, as detailed below, will result in appropriate disciplinary action up to and including termination. E-mail Usage Hardware (computers, laptops, tablets, and smart phones) and software (computer files, the e-mail system), furnished to employees are Company property intended for business use. To ensure compliance with this policy, computer and e-mail usage may be monitored. The Company strives to maintain a workplace free of harassment and sensitive to the diversity of its employees. Therefore, the Company prohibits the misuse of its computers and the e-mail system. Misuse includes the display or transmission of sexually explicit images, messages, and cartoons. Other such misuse includes, but is not limited to, ethnic slurs, racial comments, off-color jokes, or anything that may be construed as harassment, bullying, or discrimination. E-mail may not be used to solicit others for commercial ventures, or religious or political causes. The Company purchases and licenses the use of various computer software for business purposes and does not own the copyright to this software or its related documentation. Unless authorized by the software developer, the Company does not have the right to reproduce such software for use on more than one computer. Employees may only use software on local area networks or on multiple machines according to the software license agreement. The Company prohibits the illegal duplication of software and its related documentation. Employees should notify their immediate supervisor, the Human Resources Department or any member of management upon learning of violations of this policy. Employees who

Page 67 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

violate this policy will be subject to disciplinary action, up to and including termination of employment. Internet Usage Internet access (access to global electronic information resources on the World Wide Web) is provided by the Company to assist employees in obtaining work-related data and technology. The following guidelines have been established to help ensure responsible and productive Internet usage. While Internet usage is intended for job-related activities, incidental and occasional brief personal use is permitted within reasonable limits. Employees are responsible for seeing that the Internet is used in an effective, ethical and lawful manner. All Internet data that is composed, transmitted, or received via our computer communications systems is considered to be part of the official records of the Company and, as such, is subject to disclosure to law enforcement or other third parties. Consequently, employees should always ensure that the business information contained in Internet e-mail messages and other transmissions is accurate, appropriate, ethical, and lawful. The equipment, services, and technology provided to access the Internet remain at all times the property of the Company. As such, the Company reserves the right to monitor Internet traffic, and retrieve and read any data composed, sent, or received through our online connections and stored in our computer systems. Data that is composed, transmitted, accessed, or received via the Internet must not contain content that could be considered discriminatory, offensive, obscene, threatening, harassing, intimidating, or disruptive to any employee or other person. Examples of unacceptable content may include, but are not limited to, sexual comments or images, racial slurs, gender-specific comments, or any other comments or images that could reasonably offend someone on the basis of race, age, sex, religious or political beliefs, national origin, disability, gender identity, sexual orientation, or any other characteristic protected by law. The unauthorized use, installation, copying, or distribution of copyrighted, trademarked, or patented material on the Internet is expressly prohibited. As a general rule, if an employee did not create material, does not own the rights to it, or has not gotten authorization for its use, it should not be put on the Internet. Employees are also responsible for ensuring that the person sending any material over the Internet has the appropriate distribution rights. Internet users should take the necessary anti-virus precautions before downloading or copying any file from the Internet. All downloaded files are to be checked for viruses; all compressed files are to be checked before and after decompression. Abuse of the Internet access provided by the Company in violation of law or the Company policies will result in disciplinary action, up to and including termination of Page 68 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

employment. Employees may also be held personally liable for any violations of this policy. The following behaviors are examples of previously stated or additional actions and activities that are prohibited and can result in disciplinary action: 

Sending or posting discriminatory, harassing, or threatening messages or images



Stealing, using, or disclosing someone else's code or password without authorization



Violating copyright law



Failing to observe licensing agreements



Engaging in unauthorized transactions that may incur a cost to the organization or initiate unwanted Internet services and transmissions



Participating in the viewing or exchange of pornography or obscene materials



Attempting to break into the computer system of another organization or person



Refusing to cooperate with a security investigation



Using the Internet for political causes or activities, religious activities, or any sort of gambling



Jeopardizing the security of the organization's electronic communications systems



Sending or posting messages that disparage another organization's products or services



Passing off personal views as those of the organization



Engaging in any other illegal activities

Social Media Policy “Social Media” is defined as any social networking site or other virtual tool by which individuals are able to actively engage in communication with one another that can either automatically, or with discretion, be shared with other known and unknown users. Email is a social networking tool which enables access to and use of social media. Facebook, linkedin, twitter, blogs, chat rooms and web bulletin boards are forms of social media. The purpose of this policy is to assist you in making responsible decisions about your professional and personal use of social media. It is in no way intended to interfere with, restrain, or prevent employees from engaging in honest communications regarding wages, hours, or other terms and conditions of employment. Remember, pursuant to the Company’s Communication and Information Systems policy, Company provided electronic equipment (which may include desk top computers, laptop computers, tablets and smart phones) remains at all times the property of the company and may without notice be monitored, and you do not have any privacy right in content Page 69 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

transmitted through or stored on the Companyâ&#x20AC;&#x2122;s systems. monitoring.

You must cooperate in such

In accordance with this policy, the following would constitute irresponsible use of social media, and may subject employees to disciplinary action: employees should not (a)

The intentional or inadvertent disclosures of any Company trade secret, ;

(b)

Criticism or disparagement of competitors, customers, or suppliers of the Company,

(b)

(c)

d) Displaying false information about the Company, any affiliated business entity, employee, supplier, or customer,

(d)

(e) The expression of oneâ&#x20AC;&#x2122;s own opinion or viewpoint as that of position, viewpoint, statements, opinions or conclusions of the Company or any affiliated business entity, employee, supplier or customer;

(e)

(f) Electronic harassment, bullying, discrimination, retaliation that would not be permissible in the workplace;

(f)

The use of a Company email address to register on social networking sites, blogs or other online tools utilized for personal use.

You may not use the Companyâ&#x20AC;&#x2122;s name to endorse or promote any product, commercial enterprise, opinion, cause or political candidate. If your post or entry identifies or mentions the Company, you must also identify yourself by your real name. Links to other websites or locations are also subject to this policy. This policy applies to all blogs and networking sites, without regard to whether they are accessible by the public or require a password. Remember, you are personally responsible for any posting that you make. The Company is not responsible for protecting you from the consequences of any information that you post. Please consider your message carefully prior to publishing on both external and internal networking sites. Workplace Monitoring Workplace monitoring may be conducted by the Company to ensure quality control, employee safety, security, and customer satisfaction.

Page 70 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Employees who regularly communicate with customers may have their telephone conversations monitored or recorded. Telephone monitoring is used to identify and correct performance problems through targeted training. Improved job performance enhances our customers' image of the Company as well as their satisfaction with our service. Computers furnished to employees are the property of the Company. As such, computer usage and files may be monitored or accessed. Employees should have no expectation of privacy of any correspondence, messages or information processed or contained by the information systems. Because the Company is sensitive to the legitimate privacy rights of employees, every effort will be made to guarantee that workplace monitoring is done in an ethical and respectful manner. Software Policy Software Licensing Any software in use at the Company must be a legally licensed copy. Employees must not duplicate copyrighted software for any reason without a written authorization from the software company. Anyone who knowingly or unknowingly duplicates copyrighted software material is subjecting the Company, and themselves, to substantial penalties under the law. Software Usage The following paragraph pertains to computers that have been purchased or leased by the Company (for example, file servers and gateways). The important issue here is security. Everyone in the office must be concerned with the effect of introducing a virus into the office business system environment. Please take this real threat to your business seriously. The only software that is authorized for use on Company computers is that which has been purchased or developed by the Company or the public domain software which has been certified virus free by the IT Manager. The introduction or use of any other software on any Company computer is a violation of this policy. Security of Information Systems 

Employees should use care when in possession of customer-confidential information, such as credit card information. Printed copies of such information should be destroyed (i.e., shredded) when it is no longer needed.



Employees should save critical data on servers (i.e., the “network share”), and not on their local workstations.

Page 71 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.



Employees must not save confidential information on portable devices (laptops, etc.)



Access to all computer resources beyond what is considered “common” resources must be approved by the IT Manager



Employees must not write down passwords



Employees must not put passwords within any sort of electronic communication



Employees must not disable any security applications or features on their communications devices – i.e., firewalls, anti-virus software, etc.



Employees must not permit non-employees to access Company equipment or resources, i.e., o An employee may NOT permit a relative (spouse, child, etc.) to use her company laptop o An employee may NOT permit a vendor to connect to our internal network (i.e., a network jack in a conference room)



If employees become aware of a security breach through either unauthorized access to Company equipment or resources or loss or theft of Company equipment or resources, employees must immediately inform the IT Manager

Violations Violations of any guidelines listed in this Information Systems and Security policy may result in disciplinary action, up to and including immediate termination. If necessary, the Company will advise appropriate legal officials of any illegal violations.

Social Media “Social Media” is defined as any social networking site or other virtual tool by which individuals are able to actively engage in communication with one another that can either automatically, or with discretion, be shared with other known and unknown users. Email is a social networking tool which enables access to and use of social media. Facebook, LinkedIn, Twitter, blogs, chat rooms and web bulletin boards are forms of social media. The purpose of this policy is to assist you in making responsible decisions about your professional and personal use of social media. It is in no way intended to interfere with, restrain, or prevent employees from engaging in honest communications regarding wages, hours, or other terms and conditions of employment. Remember, pursuant to the Company’s Communication and Information Systems policy, Company provided electronic equipment (which may include desk top computers, laptop computers, tablets and smart phones) remains at all times the property of the company and may without notice be monitored, and you do not have any privacy right in content Page 72 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

transmitted through or stored on the Company’s systems. monitoring.

You must cooperate in such

In accordance with this policy, the following would constitute irresponsible use of social media, and may subject employees to disciplinary action: 

The intentional or inadvertent disclosures of any Company trade secret



Criticism or disparagement of competitors, customers, or suppliers of the Company



Disclosure of copyrighted materials or other intellectual property of someone other than you



Displaying false information about the Company, any affiliated business entity, employee, supplier, or customer



The expression of one’s own opinion or viewpoint as that of position, viewpoint, statements, opinions or conclusions of the Company or any affiliated business entity, employee, supplier or customer



Electronic harassment, bullying, discrimination, or retaliation that would not be permissible in the workplace



The use of a Company email address to register on social networking sites, blogs or other online tools utilized for personal use

You may not use the Company’s name to endorse or promote any product, commercial enterprise, opinion, cause or political candidate. If your post or entry identifies or mentions the Company, you must also identify yourself by your real name. Links to other websites or locations are also subject to this policy. This policy applies to all blogs and networking sites, without regard to whether they are accessible by the public or require a password. Remember, you are personally responsible for any posting that you make. The Company is not responsible for protecting you from the consequences of any information that you post. Please consider your message carefully prior to publishing on both external and internal networking sites.

Telephones – Personal Calls & Cell Phones Telephones play an important role in the Company’s business and must, therefore, be restricted to business use. Personal calls, whether received or made on the office telephone or on the employee’s personal cell phone, should be made and received only when absolutely necessary, and then the conversation should be kept as brief as possible. Telephone records are subject to periodic review by management. The Company reserves the right to monitor any call at any time. Page 73 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Personal calls during the work hours can interfere with employee productivity and can be distracting to others. Personal cell phones are only permitted to be used during breaks and meal periods, unless there is an emergency. This also applies to using a cellular phone or other handbook electronic device for texting, taking pictures, playing music, watching videos, playing games, accessing the internet, etc. Violation of this policy will subject an employee to disciplinary action up to and including immediate termination. Company-Provided Cell Phones Unless otherwise authorized, Company-provided cell phones must be used only for business purposes. Employees must fully reimburse the company for any personal use of a Company-provided cell phone. Use of Cell Phones While Driving Employees must adhere to all federal, state or local rules and regulations regarding the use of cell phones while driving. Accordingly, employees must not use cell phones if such conduct is prohibited by law, regulation or other ordinance. If you are not sure whether the use of a cell phone while driving is prohibited in a particular area, please check with Human Resources for guidance. If employees must use cell phones while in their cars, they should use a hands-free phone, keep their eyes on the road at all times, and avoid complex or stressful conversations. While hands-free phones are not required in many states with cell phone laws, they are considered safer than hand-held cell phones. Employees whose job responsibilities do not specifically include driving as an essential function, but who are issued a cell phone for business use are also expected to abide by the provisions above. Under no circumstances are employees allowed to place themselves at risk to fulfill business needs. Discipline Violation of this policy will subject an employee to disciplinary action up to and including immediate termination.

Page 74 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Safety and Security

Company-Owned and Leased Vehicles Accidents are to be reported to your supervisor at once. Failure to do so may result in disciplinary action. Drive carefully! Keep vehicles locked when not in use. Do not make any comment to the other driver involved in an accident concerning fault, coverage, etc. To protect employees and the Company from third party claims, employees involved in an accident while driving on Company business may be required to submit to a post accident drug test.

Personal Vehicle If you drive your personal vehicle on Company business, you must have a valid driverâ&#x20AC;&#x2122;s license and proof of insurance. Advise your supervisor immediately if you should become involved in an accident while on Company business. Failure to do so may result in disciplinary action. Do not make any comment to the other driver involved in an accident concerning fault, coverage, etc. To protect employees and the Company from third party claims, employees involved in an accident while driving on Company business may be required to submit to a post accident drug test.

Cell Phone/Two-Way Communication Devices The use of hand-held cellular telephones/two-way communication devices while driving is prohibited by some state laws and Company policy. Drivers must use hands-free devices for in-vehicle use of cellular telephones. If a conversation is expected to last more than a brief moment, or if the hand-free device is unavailable, the driver should end the call, stop at a safe location and resume the conversation. Other electronic devices such as GPS units, laptop computers, personal data assistants, fax machines, etc. must not be used while driving. Drivers are required to pull off the road and park at a safe location before using these devices. The use of cellular telephones and other electronic devices by passengers in a vehicle should be minimized and conducted so that the vehicle driver is not distracted.

Page 75 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

Personal Security The Company is committed to providing a secure environment for all employees and visitors. That requires not only everyone’s support and cooperation, but also the commitment to take personal responsibility for security. Everyone needs to be aware of possible security problems. When going to and from work, as in your personal life, be particularly careful:      



In parking areas, be alert when approaching or leaving your vehicle. If it’s dark when leaving work, ask a co-worker to walk with you to your vehicle. Report any suspicious vehicles or individuals, as well as any vandalism or theft, to your supervisor. When traveling, take responsibility for security and use common sense. Stay only in secure hotels and motels, and double-lock your door in the evening. Use hotel safes when available to secure valuables. Walk only in well-populated areas. When using an automatic teller or telephone calling card, particularly at airports, shield yourself from view to keep others from stealing your personal identification number. If your travel itinerary changes, make certain you immediately notify your office and family.

Remember, the best way to stay safe and secure is to be aware of possible security problems and take the necessary steps to avoid them. The best resource for maintaining security is you.

Information Security As an employee, you have been entrusted with one of our most valuable assets -information -- and you have the responsibility to protect it and to see that it is used only for its intended business purpose. We use information on a daily basis that could be useful to competitors and others who would misuse it. Information appears in many forms, such as:      

Computer records Word processing documents Letters and memos Paper reports Discs and diskettes Microfilm and microfiche Page 76



Conversation

The classified information you use every day must be protected from disclosure to competitors and those who would misuse it. Whether you work with paper records, at a computer terminal, or spend most of your day on the phone, you are part of the Company’s information security systems. Remember these rules when you handle confidential information: 

Do not disclose to anyone outside the Company any information relating to the Company that has not been disclosed to the public, without appropriate management approval or as required by law, at any time during or after your employment. Don’t even share this information with other Employees unless they have a business need to know about it.



Routinely take precautions to keep confidential information from being disclosed. This includes making sure such information is not displayed on our desks or in your work area where it can be seen by anyone. You should also avoid transmitting information via a computer or by fax in ways that might make it available to unauthorized people.



Require third-party recipients of restricted Company information to keep such information confidential. Do not reveal Company trade secrets or the trade secrets of a previous employer or accept improperly obtained proprietary information about another company. Respect the confidentiality of private information concerning our employees and proprietary information from clients, suppliers and other third parties that comes to our attention under an understanding of confidentiality. We must respect the proprietary nature of such information and not use or disclose it without proper written authority.

 

Property Security Company property and equipment identified for a specific job, such as computers, should be stored in a secured area with controlled access to prevent theft of such equipment. All employees are required to follow the established procedures for removing Company property -- whether equipment, tools, or scrap -- from the workplace. In sales offices, prior approval of a manager is required. If you observe anyone removing material from Company premises without proper authorization, report it to your manager.

Workplace Searches To safeguard the property of our employees, our clients, and the Company, and to help prevent the possession, sale, and use of illegal drugs on the Company’s premises, in Page 77 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

keeping with the spirit and intent of the Companyâ&#x20AC;&#x2122;s drug-free workplace policy, the Company reserves the right to question employees and all other persons entering and leaving our premises, and to inspect any packages, parcels, purses, handbags, briefcases, lunchboxes, or any other possessions or articles carried to and from the Companyâ&#x20AC;&#x2122;s property. In addition, the Company reserves the right to search any employeeâ&#x20AC;&#x2122;s office, desk, files, locker, or any other area or article on our premises. In this connection, it should be noted that all offices, desks, files, lockers, and so forth, are the property of the Company, and are issued for the use of employees only during their employment with the Company. Inspections may be conducted at any time at the discretion of the Company. Persons entering the premises who refuse to cooperate in an inspection conducted pursuant to this policy will not be permitted to enter the premises. Employees working on or entering or leaving the premises who refuse to cooperate in an inspection, as well as employees who after the inspection are believed to be in possession of stolen property or illegal drugs, will be sent immediately to Human Resources and be subject to disciplinary action up to and including discharge.

Threats and Violence The Company seeks to provide a safe workplace and protect employees and nonemployees from threats to their safety. Threats, threatening behavior, or acts of violence against employees, visitors, guests, or other individuals by anyone on Company property will not be tolerated. Any person who makes substantial threats, exhibits threatening behavior, engages in violent acts, or other such unacceptable behavior on Company property shall be removed from the premises as quickly as safety permits and shall remain off the premises pending the outcome of an investigation. Should an investigation substantiate that violations of this policy have occurred, the Company will initiate a decisive and appropriate response. This response may include, but is not limited to, suspension and/or termination of any business relationship, reassignment of job duties, suspension or termination of employment, and/or seeking the arrest or prosecution of the person or persons involved. All Company personnel are responsible for notifying their manager or supervisor of any threats that they have witnessed, received, or have been told that another person has witnessed or received. Even without an actual threat, employees should also alert appropriate individuals to any behavior they have witnessed which they regard as threatening or violent, when that behavior is job-related or might be carried out on a Company-controlled site, or is connected to company employment. Employees are responsible for making this report regardless of the nature of the relationship between the individual who initiated the threat or threatening behavior and the person or persons who were threatened or were the focus of the threatening behavior. Page 78 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

The manager or supervisor is required to notify the Human Resources Leader of all employee security concerns.

Reporting Work-Related Injuries and Illness Any employee who is injured on the job or who becomes ill due to direct or indirect contact with materials on the job is to report the injury or illness to his or her supervisor immediately. If the injury or illness requires emergency medical treatment, this treatment is to be provided immediately by whatever means are necessary. If it is not an emergency, the employee is required to see a physician or visit a medical facility at the earliest possible time. The doctor or medical facility must be told that the visit may be a pending workers' compensation claim. The injured or ill employee must report to his or her supervisor immediately following the medical treatment to complete a workers’ compensation claim. If the employee's regular working hours have expired before a report can be made to the supervisor, the employee must contact his/her supervisor or Human Resources immediately at the start of his/her next regularly scheduled work shift. The supervisor or Human Resources will advise the employee of further steps he or she should follow.

Report Unsafe Conditions or Illnesses   

Unsafe conditions on Company or customer premises must be made safe or reported to your supervisor before proceeding to work. Immediately report any sickness or injury to your supervisor, no matter how minor it appears to be. Never move an injured or seriously ill person except under a doctor's orders or to prevent further injury.

Security Incident Procedure Security incidents should be reported immediately to your supervisor and Human Resources. Human Resources will initiate the appropriate action; collect the details of the incident, document, and inform the local Police Department immediately, if action is urgent.

Crisis Management Plan As a Company that cares about the well-being of its employees, clients and its neighbors in the communities where we do business, we work hard to insure that crises are

Page 79 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

prevented. But, no matter how thorough our preventive practices, certain crisis situations can occur. Crises are incidents that could seriously harm the Companyâ&#x20AC;&#x2122;s employees, clients, operations, property and/or reputation. They include, but arenâ&#x20AC;&#x2122;t limited to, serious injuries or injuries involving multiple people, acts of nature, major information systems failure, explosions, product failures or tamperings, employment-related issues such as strikes, workplace violence, sabotage or chemical discharges in the communities where we do business. In the event that a crisis situation develops, gather as much information as you can with out exposing yourself or others to harm or injury. You must then contact Human Resources immediately or in their absence, contact your immediate supervisor. Any questions around the Crisis Management Plan should be directed to your immediate supervisor or Human Resources.

Page 80 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

State Law Addendum

The Company adheres to all state and local legal requirements. In this section, any such requirements may be highlighted, such as your stateâ&#x20AC;&#x2122;s family and medical leave act requirements (if any). If you have any questions about state and/or local legal requirements, please contact Human Resources.

Arizona State Addendum

California State Addendum

District of Columbia State Addendum

Florida State Addendum

Georgia State Addendum

Illinois State Addendum

Kentucky State Addendum

Michigan State Addendum

New York State Addendum

South Carolina Addendum

Page 81 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.

EMPLOYEE HANDBOOK ACKNOWLEDGMENT I hereby acknowledge that I have reviewed the Company Employee Handbook and understand that I am responsible for becoming familiar with its contents. I understand it is my responsibility to follow the Company policies and to get clarification on any items that I do not understand. I agree to contact the Human Resource Department with any questions that may arise. I understand the Company reserves the right to make changes at any time and that this information is provided on an advisory basis. I understand that the Company Employee Handbook is a confidential document and will be treated as such. I further understand that employment is at will for an indefinite period of time unless terminated at any time by Company or myself. By clicking on the acknowledgement box, I fully understand and agree to this acknowledgment.

Page 82 The Company, at its option, may change, delete, or discontinue parts of the handbook in its entirety, at any time or without prior notice. Any such action shall apply to existing as well as to future employees.