Policies & Procedures s2

POLICIES & PROCEDURES

SOLUTIONS EMPLOYEE HANDBOOK TABLE OF CONTENTS Page Welcome 4 Introduction 5 A Word About This Handbook

1. EMPLOYMENT XPS Solutions Expectations 6 Customer Relations 6 Employment At Will 6 Employment Status 7 Equal Employment Opportunity/Anti-Harassment Workplace 7 Anti-Harassment Policy 8 Introductory Period 9 Office Hours 9 Proof of U.S. Citizenship and/or Right to Work 9

2. PERFORMANCE & PAY Overtime Pay 10 Paychecks 10 Incentive/Bonus/Commission Pay 10 Pay Deductions 10 Performance Appraisals 11 Time Sheets/Records 11 Wage Attachments and Garnishments 11

Wage & Salary Policies Attendance 12 Inclement Weather 13 Lunches and Breaks 14

3. BENEFITS Eligibility for Benefits 14 Termination of Benefits 14 Benefits Coverage Continuation after Leaving Employment 15

Paid Time-off Policies Bereavement Leave 15 Holidays & Holiday Pay 15 Jury Duty/Court Time 15 Vacation 16

Leaves of Absence Policy 17

4/7/2018 2 of 35 Service/Military Leave 18

4. OTHER POLICIES Communications 18 Dress Code/Personal Appearance 19

Computer, E-Mail and Internet Policy Computer Equipment Policy 19 E-Mail Policy 19 Internet Usage 20

Open Door Policy 20 Personal Use of Company Property 21 Personnel File 21 Personnel File Access 21 Property Searches 22 Reinstatement of Benefits 22 Reinstatement of Employment 22 Removal of Company Property 22 Solicitation and Distribution 22 Substance Abuse Policy 22

Drug-Free Workplace Policy Prohibition of Unlawful Presence of Controlled Substances in the Workplace 23 Prohibition of Working or Reporting to Work “Under the Influence” 23 Reporting the Use of Any Controlled Substances Which Affect Safety or Performance 23 Inspections of Company Property 23 Inspections of Employee Property 23 Contractor’s Employees/Visitors 24 Compliance as a Condition of Employment 24 Sanctions for Violations of Drug-Free Workplace Policy 24 Tobacco Use Policy 24

Termination of Employment 24 Wage Repayment Agreement Policy 25 Weapons Policy 26

5. STANDARDS OF CONDUCT Business Ethics 26 Conflicts of Interest 26 Entertainment 27 False Statements 27 Gifts 27 Kickbacks and Rebates 27 Outside Activities 27 Rules of Conduct 28 Social Media 29

4/7/2018 3 of 35 6. CORRECTIVE ACTION AND FAIR TREATMENT PROCESS Corrective Action 30

7. PAYMENT CARD INDUSTRY DATA SECURITY STANDARDS (PCI DSS) 31

8. EMPLOYEE ACKNOWLEDGMENT FORM 32

4/7/2018 4 of 35 WELCOME TO XPS SOLUTIONS! Starting a new job is exciting and at times can raise many questions. This Employee Handbook has been developed to help you get acquainted with XPS Solutions and answer many of your initial questions. As an employee of XPS Solutions, the importance of your contribution cannot be overstated. We strive for total customer satisfaction, deriving profit through excellent service designed to meet our customer’s needs. Our number one focus is on the customer, and all of us can impact what a customer thinks of us. We all need to have the attitude of “what can I do to assist the customer”. You are an important part of this process. Your work directly influences our company’s reputation for honesty and integrity. We have earned our reputation in the way we conduct business. Retaining our good name is critical, because it’s our reputation that encourages people to trust us and do business with us. This Employee Handbook explains our personnel policies and benefits, as well as the specific opportunities and responsibilities that exist for you within our company. In an effort to be responsive to the needs of a growing organization, changes or additions to this handbook will be made as necessary. We will keep you informed when these changes are made. We must exercise sound judgment in line with our values and standards whenever we make business choices and decisions. This is how we preserve our personal integrity and the professional reputation of XPS Solutions. We are counting on each of you to work with the policies set forth within the XPS Solutions Employee Handbook to ensure that we continue to build on our respected reputation within the industry.

4/7/2018 5 of 35 INTRODUCTION

A Word About This Handbook

The XPS Non-Exempt Employee Handbook outlines people-related policies and procedures, but it is not an employment contract. However, it is used as a guideline for our employees.

In any situation concerning insurance or other employee benefits, the terms of the insurance policy or benefit plan text are controlling irrespective of any statement contained in this handbook, or statements made or implied by any employee of XPS Solutions. The Employee Handbook will be updated periodically. Appropriate notices will be provided when changes occur, but it will be your responsibility to ensure that you read these changes.

4/7/2018 6 of 35 1. EMPLOYMENT

XPS Solutions Expectations

It is your responsibility to know your own duties as described in your job description and to do them promptly, correctly and pleasantly. You are expected to cooperate with management and your fellow Employees and maintain a good team attitude. How you interact with fellow Employees and those whom XPS Solutions serves, and how you accept direction can affect the success of your department. In turn, the performance of one department can affect the entire service offered by XPS Solutions. Consequently, whatever your position, you have an important assignment: perform every task to the very best of your ability. The result will be better performance for the company overall, personal and professional satisfaction for you.

You are encouraged to take advantage of opportunities that will advance personal development. This manual offers insight on how you can positively perform to the best of your ability to meet and exceed XPS Solutions expectations.

We strongly believe you should have the right to make your own choices in matters that concern and control your life. XPS Solutions management is committed to providing an “open door” policy for its employees. We are dedicated to making XPS Solutions a company where you can approach your supervisor, or any member of management, to discuss any problem or question. We hope you feel free to voice your opinions and contribute your suggestions to improve the quality of XPS Solutions.

Remember, you help create the environment that we work in. XPS Solutions will provide a healthy, safe and pleasant work environment. The dignity of our employees and customers are of the utmost importance.

Customer Relations

XPS Solutions’ success depends on the quality of the relationships between XPS Solutions employees, our customers, our vendors and the public. Our customer’s impressions of XPS Solutions and their interest and willingness to purchase from us, is greatly determined by the people who serve them. Regardless of your position, you are a XPS Solutions ambassador. The more goodwill you promote, the more our customers will respect and appreciate you and XPS Solutions as a service provider. XPS Solutions is committed to excellence. We will continually strive to be the best.

Employment At Will

Employment at XPS Solutions is “at-will”. This means either you or XPS Solutions can terminate an employment relationship at any time and for any reason. Nothing contained in this handbook or in XPS Solutions’ policies should be construed as a contract of employment. No verbal statements or promises made, or implied, by anyone at anytime are binding on XPS Solutions if contrary to these

4/7/2018 7 of 35 policies. XPS Solutions reserves the right to establish, implement, alter or eliminate its employment policies and practices.

 No Company representative (except an executive officer) is authorized to modify this policy or enter into any agreement, oral or written, contrary to this policy. Supervisors and management personnel are not authorized to make any representations to employees or applicants concerning the terms or conditions of employment with XPS Solutions which are not consistent with Company policies. No statements made in pre-hire interviews or discussions, or in recruiting materials of any kind, alter the at-will nature of employment or imply that discharge will occur only for “cause”.

 Any statements contained in this manual or any other employee handbooks, employment applications, Company recruiting materials, Company memoranda or other materials provided to applicants and employees in connection with their employment, may not modify this policy. None of these documents, whether individual or combined, create an express or implied contract of employment for a definite period, or an express or implied contract concerning any terms or conditions of employment. Similarly, Company policies and practices with respect to any matter are not to be considered as creating any contractual obligations on XPS Solutions part or as stating in any way that termination will occur only for "just cause." Statements of specific grounds for termination set forth in this Manual or in any other Company documents are examples only, not all-inclusive lists, and are not intended to restrict XPS Solutions right to terminate employment at-will.

Completion of an Introductory Period or attainment of regular status does not change an employee's status as an employee-at-will or in any way restrict XPS Solutions right to terminate such an employee or change the terms or conditions of employment.

Employment Status

Regular Full-Time: When you work on a regularly scheduled full-time basis, 30 hours in a workweek, you are eligible to participate in all benefit programs, such as, vacation, insurance plans and holiday pay.

Regular Part-Time: If you work on a regular part-time basis, less than 30 hours in a workweek, you are not eligible for XPS Solutions benefits. An employee whose status changes from part-time to full-time will be credited for service from their most recent hire date for purposes of benefits eligibility.

Exempt/Nonexempt: Employees classified as exempt are “exempted” from the overtime provisions of the Fair Labor Standards Act and are not eligible for overtime. Employees classified as Nonexempt are typically paid an hourly rate and are eligible for overtime pay.

4/7/2018 8 of 35 Equal Employment Opportunity/Anti-Harassment Work Place

XPS Solutions supports employment based on fairness and equality. Discrimination is prohibited on the basis of race, color, religion, gender, sex, national origin, age (over 40) or disability. Equal opportunity applies to hiring, orientation, training, employee development, promotion, transfer, compensation, benefits, layoff and recall, social programs, employee facilities, termination and retirement. You are asked to follow this policy in your dealings with visitors, vendors and all employees.

Anti-Harassment Policy (including Sexual Harassment)

XPS Solutions is committed to providing a work environment that respects the dignity of each person, and thus will not tolerate harassment (including sexual harassment). Harassment includes, but is not limited to:

 Verbal: derogatory comments, jokes or slurs;  Physical: unwanted physical contact, assault, or any interference with normal work or movement;  Visual: posters, cartoons, or drawings which may be offensive;  Requests for sexual favors.

Harassment in any form will be dealt with immediately. If you feel you are being harassed, you should immediately contact your supervisor.

XPS Solutions is committed to ensuring that you are able to devote your best efforts to your work, free from harassment based on the non-discrimination policy above. XPS Solutions prohibits any employee, male or female, from harassing another employee sexually. Sexual harassment consists of unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature when:

 Submissions to such conduct is made, either explicitly or implicitly, a term or condition of an individual’s employment;  Submission to or rejection of such conduct by an individual is used as the basis for employment decisions affecting such individual;  Such conduct has the purpose or effect of unreasonably interfering with an individual’s work performance or creating an intimidating, hostile, or offensive working environment.

An employee’s refusal to submit to sexual advances will not adversely affect the employee’s employment, evaluation, wages, advancement, assigned duties, or any other condition of employment or career development. Unacceptable conduct includes, but is not limited to, the following examples: unwelcome sexual flirtations, advances or propositions; verbal or written comments, jokes, teasing or other communication of a sexual nature; graphic comments about an individual’s body; use of

4/7/2018 9 of 35 sexually degrading words to describe an individual; the display in the workplace of sexually suggestive objects or pictures; foul or obscene language or gestures; physical contact such as patting, pinching or brushing against another’s body.

The executive officers of the company have been designated as being responsible for the implementation of this Policy. If you believe that you have been subjected to sexual harassment, you should report the alleged act immediately to your supervisor or, if your supervisor is involved or is unresponsive, to your supervisor’s supervisor. If you believe it is necessary to affect a remedy, you may ultimately contact an executive officer of the company for personal attention to the matter.

Upon the receipt of a complaint, management will promptly initiate an investigation. All actions taken to resolve a complaint of discrimination or harassment will be conducted confidentially to the extent consistent with thorough and effective enforcement of this policy. Any employee who is found, after appropriate investigation, to have violated this policy will be subject to appropriate corrective action up to and including termination. Supervisors are also responsible for ensuring that the objectives of this policy are met and that implementation of this policy is consistent with the procedure described above.

Introductory Period

Your first ninety (90) days of employment at XPS Solutions is considered an Introductory Period. This Introductory Period will be a time for getting to know your fellow Employees, your supervisor/manager and the tasks involved in your job position, as well as becoming familiar with XPS Solutions products and services. Your supervisor/manager will work with you to help you understand the duties and responsibilities of your job. This Introductory period is a time for both you, as an Employee, and XPS Solutions as an employer to evaluate your suitability for employment at XPS Solutions. At any time during this first 90 days, you may resign without any detriment to your record. If, during this period, your work habits, attitude, attendance or performance does not measure up to XPS Solutions standards, we may release you. Please understand that completion of the Introductory Period does not guarantee continued employment for any specified period of time, nor does it require that an Employee be discharged only for “cause”.

Office Hours

XPS is open from 6:00 AM to 11:00 PM Monday through Saturday and 10:00 AM to 5:00 PM on Sunday with the exception of the following four recognized holidays: New Year’s Day, Easter Sunday, Thanksgiving Day and Christmas Day.

Due to our Sales and Support Center hours, employees will be in our offices very early in the morning or very late at night. Employees should always exercise caution when entering or leaving our facility. Please look around and be aware of your surroundings. You may consider leaving with another

4/7/2018 10 of 35 person rather than leaving alone. XPS does utilize security cameras as a deterrent to crime, but this is not intended to replace the vigilance of our employees.

Your particular hours of work and the scheduling of your lunch period will be determined and assigned by your supervisor.

Proof of U.S. Citizenship and/or Right to Work

Federal regulations require that 1) before becoming employed, all applicants must complete and sign Federal Form I-9, Employment Eligibility Verification Form; and 2) all applicants who are hired present documents of identity and eligibility to work in the U.S. This includes but is not limited to those hired before November 6, 1986, the date of the Immigration Reform & Control Act (IRCA).

2. PERFORMANCE & PAY

Overtime Pay

If you are a non-exempt (hourly) employee, overtime is paid at one and one-half your regular hourly rate for time worked over 40 hours in any workweek. Only actual hours worked are counted when determining overtime payment. Occasional overtime may be a required part of your job. Your supervisor must authorize all overtime.

If you are uncertain about whether you are a non-exempt or exempt employee, contact your supervisor.

Paychecks

Paychecks are issued bi-weekly. If you have questions about the way in which hours or pay has been calculated, contact your supervisor.

In the event of a payroll error, every effort will be made to correct the error on the next regularly scheduled paycheck.

As a convenience, you may opt to sign up for direct deposit of your paycheck into your personal bank account.

Incentive/Bonus/Commission Pay

4/7/2018 11 of 35 Incentive pay is a benefit that the company provides when the employee qualifies for the current incentive program. Employees who resign or are terminated for cause will forfeit any incentive, bonus or commission pay. If an employee is no longer with the company due to a reduction in force or campaign termination will be paid according to what they earned during the regularly scheduled incentive period. However, no additional consideration will be provided if incentive goals are not met because the employee is not actively employed for the full incentive period. (i.e. If you have a specific monthly goal and you are unable to meet the goal because you aren’t here for the full month, then you do not earn the incentive.)

Pay Deductions

XPS Solutions is required by law to make certain deductions from your compensation. Among these are applicable federal, state, local income and Medicare taxes. Social Security (also known as OASDI – Old Age Survivor Disability Income) taxes on your earnings also must be deducted up to a specified limit that is called the Social Security “wage base.” XPS Solutions will match your contribution of Social Security taxes.

If you are eligible for benefits, you may voluntarily authorize deductions from your pay to cover the costs of participation in these programs.

Performance Appraisals

If you are a full-time or part-time regular employee, you will be evaluated on an annual basis. The performance appraisal is the key to our compensation administration program.

 Performance appraisals are designed to measure your individual contribution to the company.  Measurement of your performance is based on how well you meet the responsibilities of your job.

The performance appraisal and evaluation provides an opportunity to discuss your personal and professional development with your supervisor on a regular basis. Goals for desired performance improvement and any changes in job responsibilities or expectations should also be discussed.

Time Sheets/Records

By law, we are required to keep accurate records of the time worked by “non-exempt” employees, using either time sheets and/or other written documentation.

Your time record is the only way the payroll department knows how many hours you worked and how much to pay you. Your time record indicates when you arrived and when you departed. You are to record your time in and out for lunch and for brief absences like a doctor or dentist’s appointment. All employees are required to keep the office advised of their departures from and returns to the premises during the workday.

4/7/2018 12 of 35 You are responsible for your time record. Remember to record your time. If you make an error on your record, your supervisor will ask you to make the correction. The time sheet will be then signed off only by supervisor after the correction has been made.

We expect accuracy and honesty when completing your time sheets. Tampering with another’s time sheet is cause for disciplinary action, including possible dismissal, of both employees. Do not alter another person’s record, or influence anyone else to alter your record for you. In the event of an error in recording your time, please report the matter to your supervisor immediately.

Wage Attachments and Garnishments

You are responsible for managing your financial commitments to avoid the inconvenience of wage attachments and garnishments for yourself and XPS Solutions. In the event situations arise in which a legitimate wage attachment or garnishment is ordered, XPS Solutions will honor and fulfill all garnishments and other wage attachment orders as required.

WAGE & SALARY POLICIES

Attendance

To keep the business running smoothly and efficiently, it is important that every employee be on the job on time on a regular basis. For this reason, careful attention is given to promptness, absence records, and overall dependability.

XPS Solutions attendance policy is designed so that an employee and his/her supervisor can maintain open communication about the employee's attendance record. The system uses what we call the "occurrence" method; an occurrence is consecutive time away from work. Point values are assigned to occurrences based on the total time missed, but consecutive days are considered as one occurrence. Occurrence Points

0 – 5 minutes late 0.25 6-15 minutes late 0.50 15-60 minutes late 1.00 1-4 hours late 2.00 Full day absence 3.00

1. Double attendance points will be given for call-ins on the day before and the day after your regularly scheduled day off without a doctors’ note. 2. Double attendance points will be given if you call in after you have requested a day off and it has been denied.

4/7/2018 13 of 35 3. Double attendance points will be given if you call in on any days that are known to be the busiest time for your specific campaign. (i.e. Core employees will receive double points if they call in from the 1st to the 6th of the month.) Please consult with your supervisor to make sure that you know the exact days that double points will apply for you based on your specific campaign. 4. Doctors note must be presented to a supervisor upon your return to work from your absence, points added due to absence will stand unless note is provided within 3 days. 5. Points received from absences or occurrences will cause the following disciplinary action.

Please note that this policy is separate from our Corrective Action policy:

Cumulative Points* Result

1-5 Points Formal Verbal Notice 6 Points First Written Warning 9 Points** Second Written Warning 12 Points Final Written Warning 15 Points Termination

*This is based on cumulative points received during a calendar year. **After employee reaches 9 Points all occurrences will receive double points

Any new employee who receives points during the initial 90-day period of employment will be subject to extended probation or discharge, depending on the overall performance evaluation. At any time during employment, XPS Solutions may move to the next step in the disciplinary process if an employee repeats any action level three (3) times in any twelve (12) month period.

There will be opportunities throughout the year to earn points for incentive-based programs. At the end of the year, the agent with the least number of points will be recognized.

AN ABSENCE OF ONE WORK DAY WITHOUT PERSONAL NOTIFICATION TO THE SUPERVISOR WILL BE DEEMED AS VOLUNTARY TERMINATION BY THE EMPLOYEE.

Only holidays, vacation, jury duty, military duty, paid bereavement leave, FMLA leave, and/or pre-approved leaves are considered “excused absences,” and do not count on your attendance record as an occurrence of absence. All occurrences of absence will be reviewed at management discretion.

The company hopes that you never have an occurrence to miss work due to illness, but we understand that occasionally it is unavoidable. Therefore, it is company policy to allow full-time employees paid sick leave of a maximum of 32 hours per calendar year for unavoidable absence due to an injury or illness. Sick days will be pro-rated based on your start date. The

4/7/2018 14 of 35 company expects that each employee will respect this policy and commit to take sick days only when too ill to report to work.

Sick days are not considered earned or accrued days since the intent of the sick leave benefit is to provide income protection only for the time you are too ill to attend and perform your job duties. Therefore, unused sick time will not be paid upon termination of employment and may not be carried over to a new calendar year. The maximum amount of sick time for a calendar year is 32 hours. The company requires certification from a physician for sick leave absences exceeding three (3) workdays. A release to return to work or physician documentation must be presented to your supervisor prior to the start time of your shift.

NOTE: ABSENCES IN EXCESS OF FOUR (4) DAYS PER CALENDAR YEAR MAY BE CONSIDERED EXCESSIVE. A PATTERN OF RECURRING ABSENCES, TARDINESS, OR PARTIAL DAYS WORKED WILL BE HANDLED BY MANAGEMENT ON A CASE-BY-CASE BASIS.

Inclement Weather

XPS Solutions policy is to remain open regardless of weather conditions.

Whenever non-exempt (hourly) employees are absent from or late for work or leave early because of inclement weather, they will not be paid for the missed time.

Lunches and Breaks

Lunches – Non-exempt employees are eligible for a 30 minute to one hour unpaid lunch break depending on the employee’s schedule. Lunch periods and daily schedules are subject to management discretion.

Breaks – In addition to an unpaid lunch period, non-exempt employees are eligible for two 15 minute breaks per eight hour shift. Employees can expect that these will normally be scheduled for midway through the first half of the shift again midway through the second half of the shift.

Each employee is expected to take breaks and lunches at their correctly scheduled time without prompting. Non-exempt employees are expected to change their phone status from “Ready” to “Break” and then clock out of the XPS time tracking application system using the “Break” or “Lunch” option to clock back in at the end of their break or lunch. 15 minute breaks are paid, however, if the employee’s break time exceeds 16 minutes, the entire break period will be considered unpaid. There will be no opportunities provided to make up time if employees abuse the break time.

4/7/2018 15 of 35 3. BENEFITS

Eligibility for Benefits

If you are a full-time employee, working at least 30 hours per week, you become eligible for medical, dental, life insurance and short-term/long term disability on the first day of the month following 60 days of continuous service. Part-time and temporary employees are not eligible for benefits.

If you choose to participate in a benefits plan, the plan provider will provide a summary plan description of your benefits.

All participation in the benefits plan is subject to the rules and requirements of the individual medical plan carrier.

Questions regarding benefits plan policies should be directed to the plan provider.

Termination of Benefits

Your benefits coverage will terminate for any of the following reasons:

 When the insurance policy terminates,

 When you fail to make an agreed contribution to the premium when due,

 When you cease to be eligible for coverage under the terms of the plan as it exists or as subsequently modified at XPS Solutions discretion,

 Or when you cease to be employed as a regular full-time employee.

 See below for information regarding coverage continuation for eligible employees.

Benefits Coverage Continuation After Leaving Employment

In the event of your termination of employment with XPS Solutions or loss of eligibility for benefits, you and your eligible dependents may have the right to continued coverage for a limited period of time at your own expense. If eligible for coverage continuation, you will be notified directly by the plan provider.

PAID TIME-OFF POLICIES

Bereavement Leave

Leave with pay for up to three days is granted to full-time regular employees when a death occurs in their immediate family. Immediate family is defined as: the employee's spouse, children, stepchildren, parents, grandparents, brothers, sisters, spouse’s parents, grandparents, brothers and sisters. Non-

4/7/2018 16 of 35 exempt employees are paid for the hours they would have worked on the days missed at their straight time hourly rate.

 With prior approval from your immediate supervisor, accrued vacation days or leave without pay may be used to attend the funeral of other family members or close friends.  In all cases, you must advise your immediate supervisor in advance of the expected duration of your leave.

Holidays & Holiday Pay

Recognized holidays are:  New Year’s Day  Easter Sunday  Thanksgiving Day  Christmas Day

Employees must work on both the calendar workday immediately prior to the scheduled holiday and the first calendar working day following the holiday to be eligible for holiday pay, unless time off on these days has been excused with pay (i.e. vacation) or is a regularly scheduled day off for the employee.

Only regular full-time employees are eligible for full holiday pay. Part-time employees are entitled to an equal number of company holidays, but they shall receive pay for only the number of hours that they would have regularly worked.

Jury Duty/Court Time

A full-time employee who is called for jury duty or subpoenaed or summoned to court will be granted time off. To be eligible for jury duty/court time pay, you must notify your supervisor that you have received a jury summons a minimum of two weeks prior to your service date or as soon as possible upon receipt of a subpoena. Additionally, you must submit a copy of the statement from the court showing the dates you served on jury duty or as a subpoenaed witness to your supervisor on the first workday following your return from court service.

The Company encourages employees to take their turn when called. The Company will compensate employees $25 for one (1) day of jury duty per calendar year. You are expected to work that portion of your normal workday not spent in court or performing duties in connection with court service. You will receive the $25 for jury duty plus regular pay for the hours worked. This policy applies to regular full-time hourly employees.

VACATION

4/7/2018 17 of 35 The company believes that every employee needs to take a break from work on a regular basis to relax, refresh, and just “get away.” Note: carrying over of vacation time from one (1) calendar year to the next year is discouraged.

The company encourages you to use your vacation days in the year in which you earned the vacation days.

Vacation Schedule If you have been employed for: You accrue vacation: Less than 1 year .0192/hour (1 week per year) 1-4 years .0385/hour (2 weeks per year) 5+ years .0578/hour (3 weeks per year)

Employees may begin to use accrued vacation time after 180 days of employment.

Any unused vacation time at the end of the calendar year will be forfeited. If you believe that you have special vacation circumstances, you may request Management review. Approval of paid vacation time is subject to Management discretion. If approved, any vacation allowed to be carried over must be within the first three weeks of January.

You may take vacation in less than full-day increment for four hours or more only. Part-time employees are not entitled to paid vacation.

Vacation pay for full-time employees will consist of the employee’s regular rate of pay for the vacation period.

Employees will not be required to use vacation time for Holidays that fall within their vacation period. No allowance will be made due to sickness or other type of absence occurring during a scheduled vacation.

Non-Exempt employees must submit a vacation request via the XPS time tracking application and receive confirmation from their Manager that the vacation time is approved. Employees should take care to provide as much advance notice as possible (minimum 2 weeks) for all vacation requests.

Employees who are entitled to vacation of one week or less may take their full vacation at one time. Those who are entitled to a vacation of more than one week normally may only take a maximum of one week at a time, with the balance to be taken separately as full weeks or as individual days.

Employees may not receive pay in lieu of time off.

4/7/2018 18 of 35 Employees whose employment is terminated for any reason will receive vacation pay for any unused accrued vacation time at the time of termination, provided they’ve been employed a minimum of six (6) months. If an employee dies, pay for accrued and unused vacation will be paid in a lump sum to the employee’s estate.

LEAVES OF ABSENCE

Policy

Full time employees are generally eligible for leaves of absence if they have completed at least one year of service or have worked 1,250 hours in the previous 12 month period. The granting and duration of each leave of absence and the compensation received by the employee, if any, during the leave of absence will be determined by the Company in conjunction with applicable federal and state law.

A leave of absence is an extended period of time off work without pay for personal reasons not including those related to FMLA. See below for FMLA provisions). A leave of absence is not to exceed 90 days in one twelve month period at the discretion of management. You must submit your request in writing and plan to return to work at XPS Solutions.

In addition to a leave of absence for personal reasons, the company will comply with the provisions of the federal Family and Medical Leave Act (FMLA), which provides eligible employees with up to 12 weeks of leave in a 12-month period for various family and medical reasons and up to 26 weeks of leave in a single 12-month period for leave to care for a seriously ill or injured military family member.

You may continue benefits coverage under COBRA, provided the necessary premium payments are made. If you fail to meet premium payment obligations or discontinue benefit coverage during a leave period you must re-enroll upon return to work. The waiting period for coverage is not required.

If you are approved for personal leave you must notify your supervisor a minimum of one week in advance of the proposed return to work date. If you do not contact your supervisor within this time frame and/or do not return to work upon the specified date, you will be considered to have resigned.

During a personal leave of absence, you will use part or all of your accrued vacation, and sick days balance. During a leave period an employee is not considered an “active” employee and will not be eligible for certain employee privileges. Vacation days will not accrue during a leave of absence.

Employees who are on an approved leave of absence may not engage in any form of self- employment or perform work for any other employer during that leave, except when the leave is for military or public service or when the employment has been specifically approved by the Company.

Employees returning from an approved leave of absence will be reinstated to their same job or to an equivalent job with equivalent status and pay, to the extent required by law. Employees returning from a medical leave must provide certification of their ability to perform the functions of their job. Employees returning from a military leave also must comply with all of the reinstatement requirements

4/7/2018 19 of 35 specified by federal and state law. If the same job or one of equivalent status and pay is not available as a result of reduction in force, the employee will be treated in the same manner as though they had been actively employed at the time of the reduction in force.

Service/Military Leave

A military leave of absence will be granted if an employee is absent in order to serve in the uniformed services of the United States for a period of up to five years (not including certain involuntary extensions of service). An employee is eligible for military leave beginning the first day of employment. Employees who perform and return from service in the Armed Forces, the Military Reserves, the National Guard, or certain Public Health Service positions will retain certain rights with respect to reinstatement, seniority, layoffs, compensation, length of service promotions and length of service pay increases, as required by applicable federal or state law.

Benefits for the employee on military leave and eligible dependents may continue under COBRA. Your supervisor will provide details at the time a military leave is requested. You may utilize any vacation or personal days available during a military leave.

There are provisions that outline your employment rights if you are considered either a member of a “Reserve” component of the military or a “draftee” under the Military Selective Service Act and you are called to active duty or training. For current information and specific details contact Human Resources.

4 . OTHER POLICIES

Communications

Successful working conditions and relationships depend upon successful communication. Not only do you need to stay aware of changes in procedures, policies and general information, you also need to communicate your ideas, suggestions, and personal goals or problems as they affect your work.

In addition to the exchanges of information and expressions of ideas and attitudes which occur daily, make certain you are aware of and utilize all methods of communication, including email, discussions with your supervisor, memoranda, staff meetings, newsletters, training sessions, etc.

You will receive other information booklets, such as your benefits booklets, from time to time. You are encouraged to read these booklets thoroughly, and understand their content.

Dress Code/Personal Appearance

You are expected to dress and groom yourself in accordance with accepted social and business standards, particularly if your job involves dealing with customers or visitors in person. Since it is

4/7/2018 20 of 35 impossible to address every business situation, your supervisor will make the final determination on what is appropriate based on your position.

A neat, tasteful appearance contributes to the positive impression you make on our customers. You are expected to be suitably attired and groomed during working hours or when representing XPS Solutions. A good clean appearance bolsters your own poise and self-confidence and greatly enhances our company image.

Personal appearance should be a matter of concern for each Employee. If your supervisor feels your attire or personal hygiene is out of place, you may be asked to leave your workplace to make necessary corrections. You will not be paid for the time you are off the job for this purpose. Employees who violate this standard will be subject to appropriate disciplinary action.

COMPUTER, E-MAIL, AND INTERNET POLICY

Computer Equipment Policy

Computers, computer files, the e-mail system, and software furnished to employees are the Company’s property intended solely for business use. Employees should not use a password, access a file, or retrieve any stored communication without authorization. To ensure compliance with the policy, the Company may monitor computer and e-mail usage.

E-Mail Policy

The Company strives to maintain a workplace free of harassment and sensitive to the diversity of its employees. Therefore, the Company prohibits the use of computers and the e-mail system in ways that are disruptive, offensive to others, or harmful to morale.

For example, the display or transmission of sexually explicit images, messages, and cartoons is not allowed. Other such misuses include, but are not limited to: ethnic slurs, racial comments, off-color jokes, or anything that may be construed as harassment or showing disrespect for others.

Because the Company can incur additional liability for offensive jokes sent into or from the Company as well as sent within the Company, the sending of jokes from the computers at the Company is prohibited. It is requested that employees not receive jokes on office computers. If any are received, it is requested that they be deleted immediately.

E-mail may not be used to solicit others for commercial ventures, religious or political causes, outside organizations, or other non-business matters. Internet Policy

Internet 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

4/7/2018 21 of 35 following guidelines have been established to help ensure responsible and productive Internet usage. While Internet usage is intended for job-related activities, personal use may be permitted with prior authorization.

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, 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.

Open Door Policy

Our goal is to maintain a comfortable working environment for everybody. We do this in several ways:  By treating each of you as an individual and encouraging your maximum development;  By recognizing that each of you is essential to the success and growth of XPS Solutions; and  By maintaining direct communications with all of our Employees and ensuring that each and every one of you can speak directly and openly with our management team.

4/7/2018 22 of 35 We believe that this type of communication is best for all concerned. Therefore, when you wish to express your problems, opinions, or suggestions, you will always find an open door and an attentive ear.

Personal Use of Company Property

If you want to use XPS Solutions equipment or resources during or after work hours for personal benefit, you must have prior approval from your supervisor. You must always have written authorization before removing equipment from XPS Solutions property. You understand and agree that XPS Solutions is not liable for personal injury incurred during the use of company property for personal matters. As an XPS Solutions employee, you accept full responsibility for any and all liabilities for injuries or losses, which occur, or for the malfunction of equipment. You are responsible for returning the equipment in good condition, and you agree that you are required to pay for any damages that occur while using the equipment or tools for personal projects.

Personnel File

Keeping your personnel file up-to-date can be important to you with regard to pay, deductions, benefits and other important matters to you. If you have a change in any of the following areas, it is your responsibility to notify XPS Solutions immediately:

 Legal name  Home address or phone number  Emergency contacts  Number of dependents  Marital status  Change of beneficiary  Military status  Exemptions on your W-4 tax form

Coverage of benefits that you and your family may receive under XPS Solutions benefits plans could be negatively affected if the information in your personnel file is incorrect.

You may see information that is kept in your personnel file if you wish, and you may request and receive copies of all documents you have signed.

Personnel File Access

XPS Solutions maintains personnel files and records for every employee at XPS Solutions. These files contain documentation regarding all aspects of your tenure with XPS Solutions. Active employees have the right to inspect their own personnel file. This may be done by contacting human resources and arranging a mutually convenient time to do so. A representative of XPS Solutions management must be present whenever personnel files are inspected.

4/7/2018 23 of 35 Property Searches

XPS Solutions retains the right to search all Company property, including, but not limited to: parking lots, desks, Company vehicles and other property used by employees on a daily basis including computers, e-mail and voicemail. Inspections of company facilities and property may be conducted at any time and do not have to be based on any reasonable suspicion.

Inspections of employees and their personal property such as, but not limited to: vehicles, clothing, packages, purses, brief cases, lunch boxes or other containers brought on to company premises may be conducted by XPS Management or local law enforcement.

Prior to any inspection, the Manager shall consult with an Executive Officer. In any case of inspection of employee property, at least two members of the XPS Management team must be present. Employees are expected to cooperate in the conduct of such inspections.

Reinstatement of Benefits

In the event you are rehired to work for XPS Solutions (regardless of the length of your previous employment or the length of time since you terminated your employment with XPS Solutions) your benefits shall accrue as if you were a new/first-time XPS Solutions employee.

Reinstatement of Employment

Depending on the circumstances, XPS Solutions may consider a former employee for re-employment. Such applicants are subject to the same XPS Solutions pre-employment procedures as new hires. To be considered, an applicant must have been in good standing at the time of their previous employment with XPS Solutions and must have provided at least two week’s notice of their intention to terminate their employment with XPS Solutions.

Removal of Company Property

Anytime you wish to remove company property from any XPS Solutions facility, you must secure authorization from your supervisor.

Solicitation and Distribution

In the interest of maintaining a professional office environment free of inappropriate distractions, we request that any solicitation or distribution be confined to the break room area. In addition, public notices (such as the 360 Associates Bulletin Board) may be sent only one time. Non-employees may not solicit nor distribute on XPS Solutions’ premises. Management reserves the right to terminate any solicitation or distribution they consider to be a distraction from normal daily operations.

4/7/2018 24 of 35 Substance Abuse Policy

We at XPS Solutions have a vital interest in insuring safe, healthful and efficient working conditions for our employees. The unlawful or improper presence or use of controlled substances, inhalants or alcohol in the workplace conflicts with these vital interests. For these reasons, we have established, as a condition of employment and continued employment with XPS Solutions, the following drug-free workplace policy.

DRUG-FREE WORKPLACE POLICY

Prohibition of Unlawful Presence of Controlled Substances in the Workplace. The unlawful or unauthorized manufacture, distribution, dispensation, possession or use of an illegal drug or controlled substance is absolutely prohibited on company premises, in company vehicles or while engaged in company activities.

Prohibition of Working or Reporting to Work “Under the Influence” No employee shall work, report to work or be present on company premises, in company vehicles or be engaged in company activities while “under the influence” of illegal drugs, alcohol or any controlled substance which could affect job performance or safety.

Reporting the Use of Any Controlled Substances Which Affect Safety or Performance An employee under the influence of a substance which could affect job performance or safety has an obligation to inquire and determine whether the legal substance (s)he is taking may or will affect his/her ability to safely and efficiently perform his/her job duties. If the employee is using such a substance at the direction of a physician, dentist or other licensed practitioner, the employee is required to obtain a written statement of any work restrictions from his/her primary care physician. Any such information must be reported to your immediate supervisor prior to commencing work under the influence of any such substance. Employees taking any substance by a licensed physician must have the drug in its original container. This container must identify the drug, dosage, date of prescription and authorizing physician.

An employee may continue to work, even though under the influence of a legal drug, if management has determined that given reasonable accommodations the employee does not pose a threat to his/her own safety or the safety of co-workers and others, and that the employee is able to perform his/her essential job duties. Otherwise, the employee may be required to take a leave of absence or comply with other appropriate action as determined by management.

Inspections of Company Property The company may conduct unannounced random inspections for controlled substances or alcohol on company facilities and property such as, but not limited to, company vehicles, desks, file cabinets, company-issued employee lockers in which the company retains a copy of the key or the combination, etc. Employees are expected to cooperate in the conduct of such inspections. Inspections of company facilities and property may be conducted at any time and do not have to be based on reasonable suspicion.

4/7/2018 25 of 35 Inspections of Employee Property Inspections of employees and their personal property such as, but not limited to, vehicles, clothing, packages, purses, brief cases, lunch boxes or other containers brought on to company premises may be conducted when there is reasonable suspicion to believe that the employees are under the influence of a controlled substance or are otherwise in violation of this policy. Prior to any inspection, the supervisor shall consult with an executive officer.

Contractor’s Employees/Visitors If a visitor or contractor’s employee is in violation of this policy, (s)he will be immediately escorted off the premises and reported to local law enforcement authorities, if appropriate.

Compliance as a Condition of Employment All applicants and employees are hereby advised that full compliance with the foregoing policies shall be a condition of employment and continued employment at the company.

Sanctions for Violations of Drug-Free Workplace Policy Any employee who violates the drug-free workplace policy described above shall be subject to discipline, up to and including termination.

XPS Solutions may require an applicant to take a drug and/or alcohol test before the applicant can begin employment. XPS Solutions also reserves the right to request any employee to take a drug and/or alcohol test at any time. An employee who refuses to take a requested test or who tests positive for illegal substances following a request will be terminated.

Tobacco Use Policy

It is the policy of the Company to comply with all applicable federal, state, and local regulations regarding smoking in the workplace and to provide a work environment that promotes productivity and the well-being of its employees.

XPS Solutions recognizes that smoking in the workplace can adversely affect employees. Accordingly, smoking is prohibited inside all Company facilities. Employees may smoke only in designated smoking areas and at least 15 feet away from all company entrances and exits. The Company's tobacco policy applies to all employees and to customers and visitors while on the Company's premises. Employees are expected to exercise common courtesy and to respect the needs and sensitivities of coworkers. Smokers have a special obligation to keep smoking areas litter- free and not to abuse break and work rules.

Smokeless tobacco is also prohibited inside all Company facilities. Smokeless tobacco may be used outside Company facility, but we require that smokeless tobacco users exercise common courtesy and refrain from spitting in outdoor common areas.

4/7/2018 26 of 35 The Company does not discriminate against individuals on the basis of their use of legal products, such as tobacco, if the use occurs during nonworking time and off of the Company's premises or in designated smoking areas.

Termination of Employment

You are requested to give prior written notice of your intent to resign. Notice periods should be no less than two weeks.

Termination of employment can occur because of your resignation, discharge, retirement, a reduction in the work force, or failure to show up for work for one day without notice, or after six consecutive months on leave of absence.

If you owe XPS Solutions any monies or are responsible for any loss or damaged property, such accounts are to be settled as originally agreed which may include withholding your obligations from your last paycheck.

Wage Repayment Agreement

By signing the acknowledgement form of this handbook, I confirm that I understand and agree that my employer XPS Solutions, LTD may deduct money from my pay from time to time for reasons that fall into the following categories:  my share of the premiums for the Company's group medical/dental plan;  installment payments on loans or wage advances given to me by the Company, and if there is a balance remaining when I leave the Company, the balance of such loans or advances;  if I receive an overpayment of wages for any reason, repayment to the Company of such overpayments (the deduction for such a repayment will equal the entire amount of the overpayment, unless the Company and I agree in writing to a series of smaller deductions in specified amounts);  the cost to the Company of personal long-distance calls I may make, or messages I may send, using Company phones (land lines or cell phones) or Company accounts, of personal faxes sent by me using Company equipment or Company accounts, or of non-work related access to the Internet or other computer networks by me using Company equipment or Company accounts;  the cost of repairing or replacing any Company supplies, materials, equipment, money, or other property that I may damage (other than normal wear and tear), lose, fail to return, or take without appropriate authorization from the Company during my employment (except in the case of misappropriation of money by me, I understand that no such deduction will take my pay below minimum wage.  the reasonable cost or fair value, whichever is less, of meals, lodging, and other facilities furnished to me by the Company in connection with my employment.

4/7/2018 27 of 35  administrative fees in connection with court-ordered garnishments or legally-required wage attachments of my pay, limited in extent to the amount or amounts allowed under applicable laws;  if I take paid vacation or sick leave in advance of the date I would normally be entitled to it (exempt employees only) and I separate from the Company before accruing time to cover such advance leave, the value of such leave taken in advance that is not so covered;  the value of any time off for absences to which paid leave is not applied (non-exempt salaried employees will have all such unpaid leave deducted from their salary, while exempt salaried employees will experience salary reductions only in units of a full day or week at a time, depending upon the exact nature of the absence, unless partial-day deductions are specifically allowed under federal law); and  if my employer pays any insurance premiums or retirement system contributions ("payments") on my behalf that I would normally make under the applicable Company benefit plan, the amount of such payments made by the Company, such payments being an advance of future wages payable to me. I agree that the Company may deduct money from my pay under the above circumstances, or if any of the above situations occur. I further understand that the Company has stated its intention to abide by all applicable federal and Texas wage and hour laws and that if I believe that any such law has not been followed, I have the right to file a wage claim with appropriate Texas and federal agencies.

Weapons Policy

The use, possession, sale, control or carrying of handguns or other weapons by any person on Company premises, or while performing work on behalf of XPS Solutions is prohibited.

5. STANDARDS OF CONDUCT

Business Ethics

Honesty and fair dealing are essential to success, whether in business or in life. XPS Solutions has a standard of business ethics that all employees must meet if they want to be a part of the organization.

In most cases, everyone knows what’s right and wrong. To steal from the company or a customer is obviously wrong – and would lead to being terminated and prosecution for theft. But there may be instances when you’re uncertain about how to proceed. For example, if you are aware of, or witness, theft from the company. If faced with business ethics issues you are uncertain about, talk with your supervisor or another XPS Solutions manager.

Remember that XPS Solutions has an open-door policy, which means you are encouraged to talk with managers if you have doubts about anything, including the company’s business ethics.

Conflicts of Interest

4/7/2018 28 of 35 You must avoid situations where your personal interests conflict with the interests of XPS Solutions. Conflicts of interest arise when an individual’s position or responsibilities present an opportunity for personal gain separate and apart from the direct rewards of employment, or when an employee’s personal interest is inconsistent with those of XPS Solutions and could lead to his or her responsibilities to XPS Solutions being compromised.

When any potential conflict exists, it must be properly disclosed and an appropriate determination made by the Company. Since a conflict of interest, or the appearance of a conflict, may arise in a variety of circumstances, it is not possible to describe every situation. However, certain clear conflict of interest situations may be avoided if the following basic rules are observed:

 You may not have, directly or indirectly, a personal or financial interest in any transaction, which is, or may be, adverse to XPS Solutions

 You may not be employed by, or have, directly or indirectly, a financial interest in, any business enterprise (Corporate or otherwise) with which XPS Solutions has business dealings or from which it solicits business, or with any business that is owned or controlled by any company or principal of any company with which XPS Solutions does business, or about which XPS Solutions is making inquiry for due diligence or other purposes.

 You shall be required to immediately report to your supervisor any situation in which a member of your immediate family (father, mother, brother, sister and children) has a personal or financial interest in any transaction directly or indirectly involving XPS Solutions whether or not the transaction may be considered adverse to XPS Solutions.

Entertainment You may not encourage, solicit or accept entertainment from any individual, supplier, contractor or other outside source with which XPS Solutions does business, unless approved in advance by management.

XPS Solutions does not seek to gain any improper advantage through the use of entertainment or other business courtesies or gifts. Giving or accepting entertainment, money, gifts, or other things of value for the purpose of improperly obtaining business or providing a reward for favorable treatment may be prosecuted as a kickback or bribe.

False Statements

Materially false statements made on the employee’s application for employment or during the course of applying for his or her position, including prior employment, jobs held, or education, will disqualify the applicant and, if the applicant has been hired, will be cause for immediate dismissal and retroactive termination of all benefits.

4/7/2018 29 of 35 You are prohibited from soliciting or accepting gifts of merchandise, personal services or gratuities with an individual value in excess of $25 from suppliers, contractors, vendor representatives, customers, other employees, agents or others with whom XPS Solutions does business, unless discussed and approved by management in advance. Employees are not permitted to give gifts to customers or suppliers, except for certain promotional "premiums" (t-shirts, coffee mugs, pens, key chains, etc.) imprinted with the XPS Solutions logo or sales information.

Kickbacks and Rebates

You are prohibited from soliciting or accepting kickbacks, gratuities, rebates or any form of improper payments either directly or indirectly. This not only includes cash payments, but any other services or items of value which may be intended to influence the actions of any employee of XPS Solutions or perceived by others to have influenced any such employee.

Outside Activities

You are expected to conduct yourself in your outside activities in a manner that does not adversely affect your job performance. Action to protect XPS Solutions interests will be taken when outside work or personal activities adversely affect job performance with XPS Solutions.

To mitigate excessive or conflicting demands on your time, you should avoid, wherever possible, outside employment or activities that would impair your effectiveness in carrying out your responsibilities to XPS Solutions.

Rules of Conduct

The following is a listing of the rules which all XPS Solutions employees are to follow. Some of these rules are found elsewhere in this handbook and are reiterated to add emphasis. This listing is not exhaustive; there certainly are other offenses that would be viewed in the same light.

The company considers the following actions to be so detrimental that an employee will face corrective action up to and including termination of employment if he or she engaged in any of them:

 Substandard customer service or sub-standard performance.  Theft of, or the willful destruction of, company property.  Any activity deemed fraudulent or deceptive.  Falsifying documents, such as invoices for sales, vendors, credits or refunds, falsifying time- keeping records, employment applications or employment records. This includes working “off- the-clock” or failing to record your work time accurately.  Writing or authorizing sales invoices, payments, credits, or refunds on transactions that involve yourself.  Recording another employee’s hours or altering time-keeping records for any reason.  Misusing company benefits.

4/7/2018 30 of 35  Removing property owned by the company from company property without permission and proper paperwork.  Failing to allow company personnel to inspect any parcels, packages, boxes or containers that you carry from company premises.  Absence from work without notice to your supervisor.  Excessive tardiness.  Reporting to work while under the influence of alcohol or drugs; or possessing, dispensing or using alcohol, narcotics, barbiturates, tranquilizers or hallucinogenic on company property or on company business (unless acting on your doctor’s instructions).  Possessing firearms, or other illegal weapons on company property or company business.  Engaging in improper or disorderly conduct, such as fighting or gambling on company premises.  Causing unrest and disturbance.  Using profane, abusive or indecent language toward customers or co-workers.  Engaging in actions that could damage the company’s reputation. Employees must not disclose harmful or proprietary information, or do any act that would hurt the company’s relationships with customers or vendors.  Owning, operating or associating with a business enterprise that competes with the company.  Tape recording, or attempting to tape record, conversation with co-workers, supervisors or subordinates without the permission of the person being recorded.  Accepting money, services, entertainment or gifts from people who are attempting to influence decisions that would be detrimental to the company.  Engaging in any outside work or business that affects your job performance. Conflicts of interest arise if an employee’s position with the company presents an opportunity for personal gain apart from the normal rewards of employment. If an employee engages in any activity that could be considered a conflict of interest, the company reserves the right to require the employee to choose between employment at XPS Solutions and the activity.  Insubordination or refusing to follow a supervisor’s job-related instructions.  Leaving work during work hours for any unauthorized purpose without prior permission.  Failing to exercise the company’s required precautions in safeguarding money, sales documents and other company assets.  Borrowing company property, assets or supplies for personal use without permission.  Violating a public law while at work or on company property; or violating a public law away from work if that violation may have a potentially detrimental effect on the company.  Failure to cooperate in a company investigation.

If a violation of any of these rules is also a criminal offense, it will be reported to the appropriate authorities for prosecution.

Social Media It is the policy of XPS Solutions that all employees should take care to represent our company in a positive manner or not at all when using social media sites such as Facebook, Twitter, personal

4/7/2018 31 of 35 blogs, etc. (Any lack of explicit reference to a specific site does not limit the extent of the application of this policy.) Where no policy or guideline exists, you should use professional judgment and take the most prudent action possible. Remember, your responsibility to XPS doesn’t end when you are off the clock. For that reason, this policy applies to both company sponsored social media and personal use as it relates to the Company. Consult with your manager or supervisor if you have any questions regarding the following:  Personal blogs should have clear disclaimers that the views expressed are yours alone and do not represent the views of the company. Be clear and write in first person. Make it clear that you are not writing on behalf of the company. If you talk about work related matters that are within your area of job responsibility you must disclose your affiliation with XPS.  Information published on any social media site must not be considered confidential or proprietary. Unless given permission by your manager, you are not authorized to speak on behalf of the company, nor to represent that you do so.  Be respectful to the company, other employees, customers, partners, and competitors.  Social media activities should not interfere with work commitments. Refer to the XPS Computer and Equipment policy, Email policy and Internet policy and Business Ethics policy for more details.  Your online presence reflects the company. Be aware that your actions captured via images, posts, or comments can reflect that of our company.  Do not refer to company clients, partners, or customers without their express written consent.  Respect copyright laws, and reference or cite sources appropriately.  Company logos and trademarks may not be used without written consent.  Recognize that you are legally liable for anything you write or present online. You can be disciplined by the company for commentary, content, or images that are defamatory, pornographic, proprietary, harassing, libelous, or create a perceived hostile work environment.  You may not disclose XPS financial information, personal information about coworkers, clients, or vendors, legal information pertaining to XPS, any trademarked information or any confidential information. Any employee who engages in social media should be aware that XPS does periodically search for content regarding our company. Any infraction of the guidelines above will result in disciplinary action, up to and including termination.

6. CORRECTIVE ACTION AND FAIR TREATMENT PROCESS

XPS Solutions expects that rules of common courtesy, promptness in reporting to work, adhering to company policies and being appropriate in dealings with others is a basic underpinning of XPS Solutions success.

Corrective Action

4/7/2018 32 of 35 It is expected that the need for corrective action directed toward an employee would be uncommon. XPS Solutions basic belief is that properly motivated adults will conduct themselves in such a way as to make formal corrective action unnecessary once a problem is called to one's attention. Corrective action is not intended to be punitive - it is used by the supervisor as a means of pointing out the need of changed behavior to conform to XPS Solutions expectations. Whether you choose to change behavior is the subject of corrective action, which holds you accountable for your actions. It is progressive to reinforce the commitment of your supervisor to seeing that you either change behavior or are removed from the organization should you choose not to change.

It is the supervisors' responsibility to assure effective operations. To the extent a supervisor believes he/she must apply corrective action to a circumstance, it is within his/her discretion.

While intended to correct improper behavior, the corrective action process includes a basis for further action if the performance or behavior is not improved. The levels of this process follow. It is important to note that any levels in this process may be omitted or modified based on the seriousness of the problem or violation.

Level 1: (#74) Documented Verbal Warning Level 2: Written Warning Level 3: Termination

Please note that this policy is different than our Attendance policy.

7. PAYMENT CARD INDUSTRY DATA SECURITY STANDARDS (PCI DSS)

Any XPS employee who accepts credit card information verbally or in person from an XPS client or one of our client’s customers must adhere to the following policies:

1. Employee must create and retain strong network passwords. Passwords may not be shared between employees and are expected to be confidential.

4/7/2018 33 of 35 2. Employee must take care to protect cardholder data. This includes not writing down the cardholder information separately from being entered into the computer system. 3. Employees may not tamper with or remove any anti-virus software protection from XPS computers, nor enter cardholder data into any non-XPS computer. 4. Employees may request cardholder information only in the case where it is required immediately for their specific transaction (i.e. reservation or payment). At no time should this information be “collected” or “stored” for any future need. 5. Employees may not share cardholder data with any other person, whether inside or outside the company. 6. When available, employees must use all available technology to block call recording of cardholder data. In a case where that is not possible, employees must take care to restrict unauthorized or unnecessary access to those recordings. 7. Phone agents are strictly prohibited from having a cell phone on their desks during the time that they are taking calls. All phones must be kept out of sight in a purse or bag, in the employees car or (in extreme emergencies), at the supervisor’s station. Employees should provide their supervisors desk telephone number to anyone in their family, etc. who may need to contact them in an emergency during working hours.

8. EMPLOYEE ACKNOWLEDGMENT FORM

I have been provided with a copy of the XPS Solutions “Employee Handbook” which contains a summary of XPS Solutions personnel policies and guidelines. I understand that they contain important information about XPS Solutions general personnel policies and about my privileges and obligations as an employee. I further understand and acknowledge that I am governed by the

4/7/2018 34 of 35 contents of the Employee Handbook and that I am expected to read, understand, familiarize myself with and comply with the policies contained in it. I understand that I have been encouraged to ask questions regarding portions that I may not have fully understood.

I understand that I am responsible for filling out and submitting certain forms on a timely basis regarding many of my benefits. If I do not submit the proper documents in the required timeframes, I understand that substantial delays or non-delivery of expected benefits may occur.

I also understand that XPS Solutions may change, rescind or add to any of the policies, benefits or practices described in the Employee Handbook, except the employment-at-will policy referred to below, in its sole and absolute discretion, with or without prior notice.

Furthermore, I understand, acknowledge and agree that the Employee Handbook is not a contract of employment, that my employment at XPS Solutions is not for a specified term and that employment with XPS Solutions is at the mutual consent of the employee and XPS Solutions. Therefore, I hereby acknowledge that either XPS Solutions or I can terminate my employment relationship at will, with or without cause or notice.

Employee Signature Date

Employee Name (please print)

4/7/2018 35 of 35