Congratulations and Welcome to FBS Appliance!

As the President of this company, my #1 job is to drive, strengthen, and maintain the culture. FBS Appliance has designed our orientation process to welcome and immerse you into our team and culture. You have been hired for a specific position in one of our divisions. However, I feel it is essential that you learn all about FBS Appliance and see "One Team-One Goal" in action. I strive to ensure that FBS Appliance is a place where everyone can advance while serving the community around us.

We do this by ENCAMPING ourselves in our core values:

FBS Appliance believes that rewarding our employees for their hard work is vital, which supports the company's success. One benefit that FBS Appliance implements is our profit-sharing bonus: when FBS Appliance profits, Everyone profits. Employees' profit sharing will be based on FBS Appliance hitting a minimum of 3% in profit. Employees can receive a percentage based on their quarterly earnings, and the percentage will be based on the division's performance and overall company sales.

FBS Appliance is a company that strives to ensure our employees have a long tenure with the company, one which offers growth and advancement. With this, another FBS Appliance benefit to all FBS employees is a Rolex watch on your 10th anniversary with the company.

I am very excited about your future with Factory Builder Stores. Please feel free to stop by my office at any time. I have an open-door policy, or you can email me at aprough@fbsappliance.com

Thank you,

 

Allen Prough,

President

You may elect to retain your common law right of action if, no later than five days after you begin employment or within five days after receiving written notice from the employer that the employer has retained coverage, you notify your employer in writing that you wish to retain your common law right to recover damages for personal injury. If you elect to retain you common law right of action, you cannot obtain workers’ compensation income or medical benefits if you are injured.

COVERAGE: Kodiak Interiors Group, LLC DBA FBS Appliance HAS workers’ compensation insurance coverage from Broadspire Health Care Network (HCN) to protect you in the event of work-related injury or illness. This coverage is effective from September 1, 2015. Any injuries or illnesses which occur on or after that date will be handled by Broadspire Health Care Network (HCN). An employee or person acting on the employee’s behalf must notify the employer of an injury or illness not later than the 30th day after the date on which the injury occurs or the date the employee knew or should have known of an illness, unless the Commission determines that good cause existed for failure to provide timely notice. Your employer is required to provide you with coverage information, in writing, when you are hired or whenever the employer becomes, or ceases to be, covered by workers’ compensation insurance.

EMPLOYEE ASSISTANCE: The Commission provides free information about how to file a workers’ compensation claim. Commission staff will explain your rights and responsibilities under the Texas Workers’ Compensation Act and assist in resolving disputes about a claim. You can obtain this assistance by contacting your local Commission field office or by calling 1-800-252-7031.

SAFETY HOTLINE: The Commission has established a 24-hour toll-free telephone number for reporting unsafe conditions in the workplace that may violate occupational health and safety laws. Employers are prohibited by law from suspending, terminating, or discriminating against any employee because he or she in good faith reports an alleged occupational health or safety violation. Contact the Division of Workers’ Health and Safety at 1-800-452-9595

I ACKNOWLEGE THAT I HAVE RECEIVED A COPY OF THE ABOVE NOTICE.

 

I, the undersigned employee, understand that I am responsible for following the company’s safety practices. I understand that I may be held liable for damages where I am found to be at fault. An employee will be deemed at fault when an employee fails to follow safe practices (common sense or company stated), or performs an intentional act, or is in violation of the company drug abuse policy, or any other way fails to follow established procedures (including not practicing defensive driving techniques). This policy will apply at all company locations, vehicles, and jobsites where company work is being performed. The amount of damages may include all replacement costs, payments made to cover deductible amounts, and any other costs deemed reasonable by the accident investigation team. The maximum payment for any one accident would be $500.00. Depending on the severity of the unsafe act and amount of financial loss, I will also be subject to disciplinary action up to and including immediate termination of employment.

Following are some general guidelines the company will follow in order to recoup losses:

1. For vehicular accidents, the company driver and any other employee at the scene may be held liable and will therefore all share in financial responsibility. For example, a driver’s helper may be required to share in the costs if the helper is found to be at fault due to the accident investigation. In general, the responsible parties will share in the payment of the insurance deductible. For the first accident in a rolling 12 month period, the responsible employees will be refunded payments made if there are no further accidents in the 9 months following the payoff of the deductible. If a second accident occurs prior to the end of the 9 months following the payoff of the first deductible, then you will forfeit your right to receive any refund of the first deductible paid. All responsible parties will also be held liable for payment of the second deductible amount. All subsequent accidents will hold similar financial responsibility and/or immediate termination of employment.
2. For accidents occurring on company property or on jobsites where company work is being performed, the responsible parties will be held financially liable for damages in accordance with the results of an accident investigation.
3. If you disagree with the findings of the accident investigation, then you must submit, in writing, a complaint to the HR department. Complaints must be supported with irrefutable proof of no fault by the employee.
4. Payment for any damages will be deducted from your wages unless cash payment is made. Management will determine the number of repayments allowed. The minimum repayment amount will be the lesser of $50.00 or the maximum amount allowed by state law.
5. If your employment is terminated for any reason prior to the payoff of any loss recovery, the remaining balance will be deducted from your final paycheck. If the final paycheck amount does not allow for payoff of the balance due, then the employee must make alternative arrangements.

The employee named below has been advised and understands that FBS Appliance (the “Company”) and/or the licensor of the Company’s time and attendance software collect, retain, and use biometric data for the purpose of identifying employees and recording time entries when utilizing the Company’s biometric timeclocks. Biometric timeclocks are computer-based systems that scan an employee’s finger for purposes of identification. The computer system extracts unique data points and creates a unique mathematical representation used to verify the employee’s identity, for example, when the employee arrives at or departs from the workplace.

The Texas Capture or Use of Biometric Identifier Act, Tex. Bus. & Com. Code § 503.001, (“CUBI”) regulates the capture and use of “biometric identifiers” for a commercial purpose. “Biometric identifier” means a retina or iris scan, fingerprint, voiceprint, or record of hand or face geometry.

The employee understands that he or she is free to decline to provide biometric identifiers to the Company and/or the licensor of the Company’s time and attendance software, but that agreeing to provide such biometric identifiers is a condition of employment. The employee may revoke this consent at any time by notifying the Company in writing. However, revoking this consent will preclude employment by the Company.

Our customers –- builders, remodelers, contractors –- have many regulations regarding the conduct of their suppliers (us) while on a jobsite. While there are too many to list here, and they vary from builder to builder, using common sense and courtesy will enable us to stay within a builder’s guidelines. For example, while on a jobsite: no loud music, no boisterous conduct, no alcoholic beverages, no animals.

However, there are three rules in particular that all builders have, and violation of any of them can cause a builder to fine us. Repeated violations can cause a builder to stop doing business with us. Failure to follow these rules can be cause for your suspension or termination. If we are fined for violations, or damage caused as a result of violations, we will deduct that fine or damage from your check.

1. We are NOT allowed to use any restroom inside a house. It does not matter whether the house is finished, lived in or even whether the plumbing works. We CAN use any porta-potty that is available.
2. We are NOT allowed to smoke on a jobsite.
3. We can NOT drive on any part of the jobsite. This specifically includes the driveway, but also includes the lot itself, regardless of whether the driveway has been poured. This ban includes all types of vehicles; bobtails, service trucks, even regular passenger cars. Park on the street, not on the driveway.

The builder considers his jobsite to be the entire lot, including the house, yard, sidewalks, driveways and easements. The jobsite ends at the curb of the street.

I HAVE READ AND UNDERSTAND THIS DOCUMENT. I AGREE THAT ANY FINES OR DAMAGES THAT FACTORY BUILDER STORES INCURS AS A RESULT OF MY ACTIONS CAN AND WILL BE DEDUCTED FROM MY PAYCHECK.

The Equal Employment Opportunity Commission (EEOC) requires organizations with 100 or more employees to complete an EEO-1 report each year. Completion of this data is voluntary and will not affect your opportunity for employment or terms or conditions of employment. This form will be used for EEO-1 reporting purposes only and will be kept separate from all other personnel records only accessed by Human Resources Department. Please return completed forms to the Human Resources Department.

Why are you being asked to complete this form?

• This employer is a Government contractor subject to the Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended by the Jobs for Veterans Act of 2002,38 U.S.C. 4212 (VEVRAA), which requires Government contractors to take affirmative action to employ and advance in employment: (1) disabled veterans; (2) recently separated veterans; (3) active duty wartime or campaign badge veterans; and (4) Armed Forces service medal veterans. These classifications are defined as follows:
  
  • A "disabled veteran" is one of the following:
    • A veteran of the U.S. military, ground, naval or air service who is entitled to compensation (or who but for the receipt of military retired pay would be entitled to compensation) under laws administered by the Secretary of Veterans Affairs; or
    • A person who was discharged or released from active duty because of a service-connected disability.
  • A "recently separated veteran" means any veteran during the three-year period beginning on the date of such veteran's discharge or release from active duty in the U.S. military, ground, naval, or air service.
  • An "active duty wartime or campaign badge veteran" means a veteran who served on active duty in the U.S. military, ground, naval or air service during a war, or in a campaign or expedition for which a campaign badge has been authorized under the laws administered by the Department of Defense.
  • An "Armed forces service medal veteran" means a veteran who, while serving on active duty in the U.S. military, ground, naval or air service, participated in a United States military operation for which an Armed
    Forces service medal was awarded pursuant to Executive Order 12985.
• Protected veterans may have additional rights under USERRA—the Uniformed Services Employment and Reemployment Rights Act. In particular, if you were absent from employment in order to perform service in the uniformed service, you may be entitled to be reemployed by your employer in the position you would have obtained with reasonable certainty if not for the absence due to service. For more information, call the U.S. Department of Labor's Veterans Employment and Training Service (VETS), toll-free, at 1-866-4-USA-DOL.

• Submission of this information is voluntary and refusal to provide it will not subject you to any adverse treatment. The information provided will be used only in ways that are not inconsistent with the Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended.
• The information you submit will be kept confidential, except that (i) supervisors and managers may be informed regarding restrictions on the work or duties of disabled veterans, and regarding necessary accommodations; (ii) first aid and safety personnel may be informed, when and to the extent appropriate, if you have a condition that might require emergency treatment; and (iii) Government officials engaged in enforcing laws administered by the Office of Federal Contract Compliance Programs, or enforcing the Americans with Disabilities Act, may be informed.

Tardiness:
Employees shall be at their workstation, ready to begin work at the start of their scheduled work time. If employees are not at the workstations prepared to conduct business at their scheduled work time, it will be counted as an unexcused tardy. Excessive tardiness, whether excused or unexcused, constitutes unacceptable work performance and is subject to disciplinary actions, including termination.

Absences:
All absences and PTO requests are to be arranged as far in advance as possible. If a doctor or dental appointment must be scheduled during the workday, it should be scheduled as early in the morning or as late in the afternoon as possible. All absences will be charged to the employee’s PTO account; an employee is not allowed to elect unpaid time off. Use of PTO time does not affect the classification of the absence or tardy as excused or unexcused.

Management of PTO Account:
Employees are responsible for managing their PTO account and is important that they plan ahead for how they will use it. This means developing a plan for taking their vacations, as well as doctor’s appointments and personal business. It also means holding some time in “reserve” for the unexpected, such as emergencies and illnesses. Employees should be advised that taking leave without pay could result in termination.

FBS is engaged in the wholesale and retail distribution of residential construction building supplies. Recipient is an employee of FBS and has agreed to keep certain information confidential as a condition of employment. Recipient has represented that he or she will protect confidential material and information, which may be disclosed by FBS to the Recipient. Therefore, the parties agree as follows:

1. CONFIDENTIAL INFORMATION. In this Agreement, “Confidential Information” means anyinformation or material which is proprietary to FBS, whether or not owned or developed by FBS,which is not generally known other than by direct communication with FBS, as well asConfidential Information discovered and obtained by Recipient in the activities of performingresearch and services as a result of information requested by FBS and/or in the course ofRecipient acting in his or her capacity as an employee or independent contractor of FBS.
   1. Confidential Information includes, but is not limited to: marketing plans andstrategies, sales information and projections, pricing structures, discounts, costs,intellectual property, customer lists, customer information, trade secrets, and all otherproprietary information.
   2. Confidential Information does not include information which: (1) is or becomesgenerally available to the public other than as a result of disclosure, which is in violationof this Agreement; (2) was known by the Recipient prior to the employment or contractwith FBS, (3) is acquired by Recipient from a third party who has no confidentialcommitment, directly or indirectly to FBS with respect to the same.
2. PROTECTION OF CONFIDENTIAL INFORMATION. In consideration of FBS’s employmentof the Recipient and disclosure of Confidential Information, Recipient agrees to hold inconfidence and not disclose, in any manner, Confidential Information to any person or entity,either directly or indirectly, without the prior written consent of FBS. The Recipient agrees toadhere to the following guidelines during and after his or her period of employment and/orcontract for services:
   1. Recipient will hold the Confidential Information received from FBS in strictconfidence and shall exercise a reasonable degree of care to prevent disclosure to thoseoutside of FBS.
   2. Recipient will not reproduce the Confidential Information nor use this informationcommercially or for any purpose other than the performance of his or her duties for FBS.
   3. Upon the request of FBS, Recipient shall return to FBS all written materialscontaining Confidential Information.

I acknowledge and agree that the Employee Handbook describes important information about the Company. I understand that I should consult my manager or Human Resources regarding any questions not answered in the handbook.

I have voluntarily entered into an at-will employment relationship with the Company and I understand and agree that there is no specified length of employment. Accordingly, the Company or I can terminate the relationship at will, with or without cause, at any time, so long as there is no violation of applicable federal, state or local law.

I understand and agree that, other than the president of the Company, no manager, supervisor or representative of the Company has any authority to enter into any agreement for employment other than an at-will. Only the president of the Company has the authority to make any such agreement and then only in writing signed by the president of the Company.

This handbook and the policies and procedures contained herein supersede any and all prior policies and procedures, oral or written representations, or statements regarding the terms and conditions of my employment with the Company (except this handbook does not supersede a written employment agreement if I have entered into one signed by the Company president). By issuing this handbook, the Company expressly revokes all previous handbooks and all previous policies and procedures that are inconsistent with those contained herein.

I understand that, except for employment-at-will status, this handbook and all Company policies and practices are subject to change at any time by the Company, and the Company reserves the right to change my hours, wages and working conditions at any time, which I understand will be communicated to me. Only the president of the Company has the ability to adopt any revisions to this handbook.

I understand and agree that nothing in the Employee Handbook creates, or is intended to create, a promise or representation of continued employment and that my employment with the Company is employment at will, which may be terminated at the will of either the Company or me, with or without cause, and without notice at any time. Furthermore, I acknowledge that this handbook is not a contract of employment.

I have received the handbook, and I understand that it is my responsibility to read and comply with the policies contained in this handbook and any revisions made to it. I understand that it is my responsibility to regularly review any changes and updates to the handbook and to comply with such changes, regardless of whether I sign another Acknowledgment and Receipt.

Intent

This policy establishes required actions and procedures that must be followed when an employee, whose job requires driving on company business, or an operator of a company-owned vehicle, has applied for employment or is employed with Kodiak building partners or its subsidiaries.

Scope

This policy has two sections: professional drivers and employees driving personal vehicles for company business.
Professional drivers are employees who hold a CDL (commercial driver’s license) and employees who drive company vehicles.
The second section is for employees who drive their personal vehicles for Kodiak building partners and its subsidiaries.

Professional Driver Requirements Section

Each employee’s Motor Vehicle Report (MVR) will be reviewed annually and scored but not limited under the following guidelines based on the company’s third party for MVR review and scoring.

The driver of the vehicle is responsible for ensuring safety compliance by all occupants.

All manufacturers’ safety restraints must be in use and secured according to manufactures operators manual.
Drivers must obey all traffic rules and regulations that pertain to CDL drivers, including cell phone laws designed by the FMCSA (Federal Motor Carrier Safety Association).

Employees are not permitted to:

1. Pick up hitchhikers.
2. Accept payment for carrying passengers or materials.
3. Use any radar detector, laser detector or similar devices.
4. Push or pull another vehicle or tow a non-company trailer.
5. Transport flammable liquids or gases unless a DOT or Underwriters’ Laboratories approved container is used, and only then in limited quantities.
6. Use of burning flares will be discouraged. The preferred method is the use of reflective triangles.
7. Assist disabled motorists or accident victims beyond their level of medical expertise. If a driver is unable to provide the proper medical care, he/she must restrict his/her assistance to calling the proper authorities. Your safety and well-being is to be protected at all times.
8. Drive in excess of the posted speed limit.

Should an accident occur:

1. Check everyone involved for injuries. If any passengers are unconscious or request medical help, call 911, or provide medical assistance is safe to do so.
2. If your vehicle can be safely driven, move out of traffic to safety.
3. Call the police or ask a passerby to make the call for you
4. Notify your direct supervisor and safety contact immediately
5. Exchange information. Give the other driver(s) your name, insurance information, and your driver’s license number. Get the same information from the other driver(s).
6. DO NOT MAKE ANY STATEMENT, ORAL OR WRITTEN.
7. Get the names and addresses of anyone who might have witnessed the accident.
8. Drivers will be required to take a substance abuse screening as soon as possible after an accident. Failure to submit to such testing may result in disciplinary action up to termination.
9. Take photos of the accident scene from nearby and from a far.

Employees driving personal vehicles for company business section

Application

Employees who use their personal vehicles for Company business have a responsibility to practice courteous and safe driving for themselves, the Company, and our customers. Both the roadworthy condition of the employee's vehicle and the conduct of the employee have a direct impact on the professional image of the Company and the safety of the employee and passengers including, without limitation, other employees, customers, and/or vendors.

Business use of your personal vehicle is classified as but not limited to the use of your personal vehicle that employee is reimbursed for including purchased, rented, and leased for traveling to and from and the act of conducting business for your employer. Under no circumstances should a rental car be rented under the Company's name for any purpose.

The Company reserves the right after review of an employee’s driving record to require additional insurance or conditions, at the Company’s sole discretion, to insure the Company against any loss as a result of vehicle usage and/or disqualification of the act of using your personal vehicle or operating company vehicles to conduct company business.

Each employee’s Motor Vehicle Report (MVR) will be reviewed annually and scored but not limited under the following guidelines based on the company’s third party for MVR review and scoring.

1. All employees who operate their own vehicles for Company business must meet the following minimum qualifications:
   1. Be at least 18 years of age;
   2. Have a current valid driver’s license issued by the state in which the employee resides;
   3. Have no major traffic violations in the past three (3) years; and
   4. Have no alcohol- or drug-related violations in the last five (5) years.
   5. Have no more than 7 points within the last three (3) years. (See MVR point schedule policy.)
2. Major violations include, without limitation:
   1. Driving under the influence or while intoxicated;
      Terms for disciplinary action up to termination, or at a minimum removal from driving privileges for the company.
   2. Implied consent (failure to submit to substance abuse screening);
      Terms for disciplinary action up to termination, or at a minimum removal from driving privileges for the company.
   3. Testing positive for Marijuana which is considered an ability altering substance and is considered a drug in this company policy is terms for disciplinary action up to termination, or at a minimum removal from driving privileges for the company.
3. An employee must be able to efficiently and effectively perform the employee’s duties with or without reasonable accommodation based on employee job description and requirements. Operators will be qualified to operate the type of vehicle to the extent the employee must operate a motor vehicle to carry out those duties, the employee must do so in a safe and prudent fashion.
4. Driving a vehicle while on Company business with alcoholic beverages, illegal drugs, or any drug that alters the employee’s ability to drive in the employee’s system is prohibited and will be grounds for immediate termination.
   1. for Marijuana which is considered an ability altering substance and is considered a drug in this company policy is terms for disciplinary action up to termination, or at a minimum removal from driving privileges for the company.
5. When using a private vehicle for Company purposes, the employee assumes liability for the vehicle.
6. All employees who use their personal vehicles for Company business must have a current driver’s license, current inspection sticker, and vehicle liability insurance in the minimum amounts required by the state that the employee’s company resides.
7. Insurance information will be located in the vehicle and be kept on file for review by company.
8. The driver of the vehicle is responsible for ensuring safety compliance by all occupants.
   All manufacturers’ safety restraints must be in use and secured according to manufactures operators manual.
9. Observe applicable speed limits at all times.
10. Obey all traffic rules and regulations.
11. Employees shall drive defensively and anticipate driving hazards such as weather and other drivers.
12. Employees will drive courteously at all times.
13. Should an accident occur:
    1. Check everyone involved for injuries. If any passengers are unconscious or request medical help, call 911, or provide medical assistance is safe to do so.
    2. If your vehicle can be safely driven, move out of traffic to safety.
    3. Call the police or ask a passerby to make the call for you
    4. Notify your direct supervisor and safety contact immediately
    5. Exchange information. Give the other driver(s) your name, insurance information, and your driver’s license number. Get the same information from the other driver(s).
    6. DO NOT MAKE ANY STATEMENT, ORAL OR WRITTEN.
    7. Get the names and addresses of anyone who might have witnessed the accident.
    8. Drivers will be required to take a substance abuse screening as soon as possible after an accident. Failure to submit to such testing may result in disciplinary action up to termination.
    9. Take photos of the accident scene from nearby and from a far.
14. The Company’s commission policy is structured to provide compensation for all expenses. It is under the company’s discretion (if needed) to provide additional compensation for an employee’s use of his or her personal vehicle.
15. Non-CDL drivers who drive their own vehicle for company business must utilize hands-free device when using a mobile device, or follow the state’s cell phone laws.
16. Kodiak Building partners and its subsidiaries can at any time deem a vehicle unsafe for company use and have the vehicle inspected by a qualified source in order to ensure that said vehicle is safe to operate for company use.

I understand and agree that my employer, FBS Appliance, may deduct money from my pay from time to time for reasons that fall into the following categories:

1. my share of the premiums for the Company's group medical/dental/vision plan;
2. any contributions I may make into a retirement or pension plan sponsored, controlled, or managed by the Company;
3. 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;
4. 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);
5. the cost to the Company of personal long-distance calls I may make on Company phones or on 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;
6. 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, or, if I am a salaried exempt employee, reduce my salary below its predetermined amount) *;
7. 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;
8. if I take paid vacation or sick leave in advance of the date I would normally be entitled to it 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;
9. 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
10. 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 state 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 state and federal agencies.

Kodiak Code of Conduct and Ethics
Kodiak Building Partners, or “Kodiak” for short, is the parent company of a family of companies that provide high-quality building materials to professional builders, contractors/remodelers and consumers. Kodiak is headquartered in Colorado, and currently operates in numerous states and locations. This Code of Conduct and Ethics is intended to provide a statement of our business philosophy that should govern your at-will employment with the Kodiak company that employs you. This is not intended as an exhaustive statement of Kodiak’s policies and procedures or the laws which govern its operations, and you should consult with your manager or the Human Resources department to determine what specific additional policies, procedures, and laws govern your employment and your work location. Some resources for questions are identified at the end of this Code of Conduct and Ethics.

Build Trust and Credibility 
The success of our business is dependent on the trust and confidence we earn from our employees, customers and shareholders. We gain credibility by adhering to our commitments, displaying honesty and integrity and reaching company goals solely through honorable conduct. It is easy to say what we must do, but the proof is in our actions. Ultimately, we will be judged on what we do.  

When considering any action, it is wise to ask: will this build trust and credibility at Kodiak and any of its companies? Will it help create a working environment in which Kodiak or any of its companies succeed over the long term? Is the commitment I am making one I can follow through with? The only way we will maximize trust and credibility is by answering “yes” to those questions and by working every day to build our trust and credibility.

Respect for the Individual 
We all deserve to work in an environment where we are treated with dignity and respect. Kodiak companies are committed to creating such an environment because it brings out the full potential in each of us, which, in turn, contributes directly to our business success. We cannot afford to let anyone’s talents go to waste.  

All Kodiak companies are equal employment/affirmative action employers and are committed to providing a workplace that is free of discrimination of all types from abusive, offensive or harassing behavior. Any employee who feels harassed or discriminated against should report the incident to his or her manager or to human resources.

Create a Culture of Open and Honest Communication 
At Kodiak everyone should feel comfortable to speak his or her mind, particularly with respect to ethics concerns. Managers have a responsibility to create an open and supportive environment where employees feel comfortable raising such questions. We all benefit tremendously when employees exercise their power to prevent mistakes or wrongdoing by asking the right questions at the right times.  

Kodiak will investigate all reported instances of questionable or unethical behavior. In every instance where improper behavior is found to have occurred, the company will take appropriate action. We will not tolerate retaliation against employees who raise genuine ethics concerns in good faith.

Employees are encouraged, in the first instance, to address such issues with their managers or the HR manager, as most problems can be resolved swiftly. If for any reason that is not possible or if an employee is not comfortable raising the issue with his or her manager or HR,  Kodiak and their companies operate with an open-door policy.

Set Tone at the Top 
Management has the added responsibility for demonstrating, through their actions, the importance of this Code. In any business, ethical behavior does not simply happen; it is the product of clear and direct communication of behavioral expectations, modeled from the top and demonstrated by example. Again, ultimately our actions are what matters.  

To make our Code work, managers must be responsible for promptly addressing ethical questions or concerns raised by employees and for taking the appropriate steps to deal with such issues. Managers should not consider employees’ ethics concerns as threats or challenges to their authority, but rather as another encouraged form of business communication. At Kodiak and our companies we want the ethics dialogue to become a natural part of daily work.

Uphold the Law 
Kodiak’s commitment to integrity begins with complying with laws, rules and regulations where we do business. Further, each of us must have an understanding of the company policies, laws, rules and regulations that apply to our specific roles. If we are unsure of whether a contemplated action is permitted by law or Kodiak policy, we should seek advice from a resource expert. We are responsible for preventing violations of law and for speaking up if we see possible violations.  

Competition  
We are dedicated to ethical, fair and vigorous competition. We will sell products and services based on their merit, superior quality, and functionality. We will make independent pricing and marketing decisions and will not improperly cooperate or coordinate our activities with our competitors. We will not offer or solicit improper payments or gratuities in connection with the purchase of goods or services for the benefit of selling products or services, nor will we engage or assist in unlawful boycotts of particular customers or suppliers.  

Proprietary Information  
It is important that we respect the property rights of others. We will not acquire or seek to acquire improper means of a competitor’s trade secrets or other proprietary or confidential information. We will not engage in unauthorized use, copying, distribution or alteration of software or other intellectual property.

Selective Disclosure  
We will not selectively disclose (whether in one-on-one or small discussions, meetings, presentations, proposals or otherwise) any material nonpublic information with respect to any Kodiak BP business, business operations, plans, financial condition, results of operations or any development plan. We should be particularly vigilant when making presentations or proposals to customers to ensure that our presentations do not contain material confidential information.

Safety is a Top Priority

Kodiak and its companies are dedicated to maintaining a healthy environment. A safety manual has been designed to educate you on safety in the workplace. If you do not have a copy of this manual, please see your HR department.

Avoid Conflicts of Interest 
Conflicts of Interest  
We must avoid any relationship or activity that might impair, or even appear to impair, our ability to make objective and fair decisions when performing our jobs. At times, we may be faced with situations where the business actions we take on behalf of Kodiak  may conflict with our own personal or family interests. We owe a duty to our companies to advance its legitimate interests when the opportunity to do so arises. We must never use any of our company’s property or information for personal gain or personally take for ourselves any opportunity that is discovered through our position with any of the Kodiak companies.  

Here are some other ways in which conflicts of interest could arise:

1. Being employed (you or a close family member) by, or acting as a consultant to, a competitor or potential competitor, supplier or contractor, regardless of the nature of the employment, while you are employed with any Kodiak company.
2. Hiring or supervising family members or closely related persons.
3. Serving as a board member for an outside commercial company or organization.
4. Owning or having a substantial interest in a competitor, supplier or contractor.
5. Having a personal interest, financial interest or potential gain in any Kodiak company transaction.
6. Placing company business with a firm owned or controlled by a Kodiak company employee or his or her family.
7. Accepting gifts, discounts, favors or services from a customer/potential customer, competitor or supplier, unless equally available to all Kodiak employees.  

Determining whether a conflict of interest exists is not always easy to do. Employees with a conflict of interest question should seek advice from management. Before engaging in any activity, transaction or relationship that might give rise to a conflict of interest, employees must seek review from their managers or the HR department.

Gifts, Gratuities and Business Courtesies  
Kodiak is committed to competing solely on a merit of our products and services. We should avoid any actions that create a perception that favorable treatment of outside entities by Kodiak or any of its companies was sought, received or given in exchange for personal business courtesies. Business courtesies include gifts, gratuities, meals, refreshments, entertainment or other benefits from persons or companies with whom Kodiak or any of its companies does or may do business. We will neither give nor accept business courtesies that constitute, or could reasonably be perceived as constituting, unfair business inducements that would violate law, regulation or polices of any Kodiak company or customers, or would cause embarrassment or reflect negatively on any of Kodiak company’s reputation.

Accepting Business Courtesies  
Most business courtesies offered to us in the course of our employment are offered because of our positions at one of the Kodiak companies. We should not feel any entitlement to accept and keep a business courtesy. Although we may not use our position at a Kodiak company to obtain business courtesies, and we must never ask for them, we may accept unsolicited business courtesies that promote successful working relationships and good will with the firms that a Kodiak company maintains or may establish a business relationship with.

Employees who award contracts or who can influence the allocation of business, who create specifications that result in the placement of business or who participate in negotiation of contracts must be particularly careful to avoid actions that create the appearance of favoritism or that may adversely affect the company’s reputation for impartiality and fair dealing. The prudent course is to refuse a courtesy from a supplier when a Kodiak company is involved in choosing or reconfirming a supplier or under circumstances that would create an impression that offering courtesies is the way to obtain a Kodiak companies business.

Meals, Refreshments and Entertainment  
We may accept occasional meals, refreshments, entertainment and similar business courtesies that are shared with the person who has offered to pay for the meal or entertainment, provided that:

• They are not inappropriately lavish or excessive.
• The courtesies are not frequent and do not reflect a pattern of frequent acceptance of courtesies from the same person or entity.
• The courtesy does not create the appearance of an attempt to influence business decisions, such as accepting courtesies or entertainment from a supplier whose contract is expiring in the near future.
• The employee accepting the business courtesy would not feel uncomfortable discussing the courtesy with his or her manager or co-worker or having the courtesies known by the public.  

Gifts  
Employees may accept unsolicited gifts, other than money, that conform to the reasonable ethical practices of the marketplace, including:

• Flowers, fruit baskets and other modest presents that commemorate a special occasion.
• Gifts of nominal value  

Generally, employees may not accept compensation, honoraria or money of any amount from entities with whom a Kodiak company does or may do business. Tangible gifts (including tickets to a sporting or entertainment event) that have a market value greater than $100 may not be accepted unless approval is obtained from management.  Employees with questions about accepting business courtesies should talk to their managers or the HR department.

Offering Business Courtesies  
Any employee who offers a business courtesy must assure that it cannot reasonably be interpreted as an attempt to gain an unfair business advantage or otherwise reflect negatively upon any of the Kodiak companies. An employee may never use personal funds or resources to do something that cannot be done with company resources. Accounting for business courtesies must be done in accordance with approved company procedures.  

Other than to our government customers, for whom special rules apply, we may provide nonmonetary gifts (i.e., company logo apparel or similar promotional items) to our customers. Further, management may approve other courtesies, including meals, refreshments or entertainment of reasonable value, provided that:

• The practice does not violate any law or regulation or the standards of conduct of the recipient’s organization.
• The business courtesy is consistent with industry practice, is infrequent in nature and is not lavish.
• The business courtesy is properly reflected on the books and records.

Set Metrics and Report Results Accurately 
Accurate Public Disclosures  
We will make certain that all disclosures made in financial reports and public documents are full, fair, accurate, timely and understandable. This obligation applies to all employees, including all financial executives, with any responsibility for the preparation for such reports, including drafting, reviewing and signing or certifying the information contained therein. No business goal of any kind is ever an excuse for misrepresenting facts or falsifying records.

Employees should inform Executive Management and the HR department if they learn that information in any filing or public communication was untrue or misleading at the time it was made or if subsequent information would affect a similar future filing or public communication.

Corporate Recordkeeping  
We create, retain and dispose of our company records as part of our normal course of business in compliance with all Kodiak policies and guidelines, as well as all regulatory and legal requirements.

All corporate records must be true, accurate and complete, and company data must be promptly and accurately entered in our books in accordance with Kodiak’s and other applicable accounting principles.

We must not improperly influence, manipulate or mislead any audit, nor interfere with any auditor engaged to perform an internal independent audit of Kodiak books, records, processes or internal controls.  

Promote Substance Over Form 
At times, we are all faced with decisions we would rather not have to make and issues we would prefer to avoid. Sometimes, we hope that if we avoid confronting a problem, it will simply go away.  

At our Kodiak companies, we must have the courage to tackle the tough decisions and make difficult choices, secure in the knowledge that our companies are committed to doing the right thing. At times this will mean doing more than simply what the law requires. Merely because we can pursue a course of action does not mean we should do so.  

Although Kodiak companies guiding principles cannot address every issue or provide answers to every dilemma, they can define the spirit in which we intend to do business and should guide us in our daily conduct.  

Accountability  
Each of us is responsible for knowing and adhering to the values and standards set forth in this Code and for raising questions if we are uncertain about company policy. If we are concerned whether the standards are being met or are aware of violations of the Code, we must contact the HR department.

Kodiak and all our companies take seriously the standards set forth in the Code, and violations are cause for disciplinary action up to and including termination of employment.  

Be Loyal 
Confidential and Proprietary Information  
Integral to Kodiak and our company’s business success is our protection of confidential company information, as well as nonpublic information entrusted to us by employees, customers and other business partners. Confidential and proprietary information includes such things as pricing and financial data, customer names/addresses or nonpublic information about other companies, including current or potential supplier and vendors. We will not disclose confidential and nonpublic information without a valid business purpose and proper authorization.

Use of Company Resources  
Company resources, including time, material, equipment and information, are provided for company business use. Nonetheless, occasional personal use is permissible as long as it does not affect job performance or cause a disruption to the workplace.

Employees and those who represent any Kodiak company are trusted to behave responsibly and use good judgment to conserve company resources. Managers are responsible for the resources assigned to their departments and are empowered to resolve issues concerning their proper use.  

Generally, we will not use company equipment such as computers, copiers and fax machines in the conduct of an outside business or in support of any religious, political or other outside daily activity, except for company-requested support to nonprofit organizations. We will not solicit contributions nor distribute non-work related materials during work hours.  

In order to protect the interests of the Kodiak network and our fellow employees, Kodiak and our companies reserve the right to monitor or review all data and information contained on an employee’s company-issued computer or electronic device, the use of the Internet or Kodiak’s intranet. We will not tolerate the use of company resources to create, access, store, print, solicit or send any materials that are harassing, threatening, abusive, sexually explicit or otherwise offensive or inappropriate.  

Questions about the proper use of company resources should be directed to your manager.  

Media Inquiries  
Kodiak and it’s companies are high-profile businesses in each community, and from time to time, employees may be approached by reporters and other members of the media. In order to ensure that we speak with one voice and provide accurate information about the company, we should direct all media inquiries to Kodiak. No one may issue a press release without first consulting with the COO.

Do the Right Thing 
Several key questions can help identify situations that may be unethical, inappropriate or illegal. Ask yourself:  

• Have I been asked to misrepresent information or deviate from normal procedure?
• Would I feel comfortable describing my decision at a staff meeting?
• How would it look if it made the headlines?
• Is this the right thing to do?

Information and Resources 
Steve Swinney, CEO  

Steve.Swinney@Kodiakbp.com

303.576.2229

Jeff Smith, CFO

Jeff.Smith@Kodiakbp.com

303.576.2227

Jenny Vasquez, VP HR

jenny.vasquez@kodiakbp.com

Jenny.Vasquez@Kodiakbp.com

303.576.2219

Important Disclaimer
This Code of Conduct and Ethics and all other company documents are not intended to, and do not, constitute a contract of employment, either express or implied, and they do not guarantee any fixed terms and conditions of your employment. You have the right to end your working relationship with the Kodiak company (or companies) by which you are employed at any time, with or without advance notice or warning, and with or without reason or cause. Kodiak and its companies have the same right. All employment with Kodiak and its companies is voluntary and at the will of the employee and Kodiak and its companies. No supervisor or other representative of Kodiak or any Kodiak company (except the Chief Executive Officer of Kodiak) has the authority to enter into any agreement for employment for any specified period of time or to make any agreement contrary to the above.
Kodiak and its companies reserve the right in their sole discretion, and without the consent of any employee, spouse, or dependents, to amend or terminate, in whole or in part, at any time, this Code of Conduct and Ethnics, and any other policies, procedures, handbooks, manuals, employee benefit plans, and any other similar arrangements, with or without notice.

 

KODIAK CODE OF CONDUCT AGREEMENT 

By signing below, I certify that I have read and agree to abide by Kodiak’s Code of Conduct and Ethics, and I understand and agree that my employment is at-will, and may be terminated by me or the Kodiak company that employs me at any time, with or without notice.
I acknowledge and agree that the Kodiak Code of Conduct and Ethics describes important information about Kodiak and its companies, including the company for which I work. I understand that I should consult my manager or the Human Resources department regarding any questions not answered in the Code of Conduct.