IEH Auto Parts LLC

TEAM MEMBER HANDBOOK

January 6, 2020

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Table of Contents

Introduction ..................................................................................................................................... 4

Chapter 1: Our Business ................................................................................................................ 5

Our People ............................................................................................................ 5
Code of Business Ethics and Conduct...................................................................5
Equal Employment Opportunity ........................................................................... 5
Prohibition of Discrimination and Harassment..................................................... 6
Accommodation Policy....................................................................................... 13
Nursing Mothers ................................................................................................. 14

Chapter 2: Employment and Compensation ................................................................................. 15

Hiring .................................................................................................................. 15
Social Security Administration Identification Policy ......................................... 15
Access to Team Member Records ...................................................................... 15
Changes to Personal Information ........................................................................ 15
Employment Verification and Requests for Team Member Information ........... 15
Employement of Relatives and Friends ............................................................. 16
Employment Classification ................................................................................. 16
Compensation Philopsophy ................................................................................ 16
Compensation. .................................................................................................... 17
Deductions and Set-Offs………………………………………………………..17
Time and Attendance .......................................................................................... 17
Meal Periods and Rest Breaks ........................................................................... 19

Chaper 3: Workplace Conduct .................................................................................................. 22

Appearance and Dress.......................................................................................... 22
Drug and Alcohol-Free Workplace ..................................................................... 23
Violence-Free Workplace .................................................................................... 28
Anti-Bullying Policy 29
Protection of Company Property ......................................................................... 31
Confidentiality 31
Conflict of Interest Policy .................................................................................... 32
Fraternization Policy…………………………………………………………….34
Cell Phone Policy................................................................................................. 34
Smoking ............................................................................................................... 35
Fire Prevention ..................................................................................................... 35
Solicitation and Distribution ................................................................................ 35
Social Media Policy ............................................................................................. 36
Motor Vehicle Safety/ Drivers Policy.................................................................. 37

Chapter 4: Policies and Procedures.............................................................................................. 44

Accounting Practices .................................................................................. ……44
Document Retention ............................................................................................ 44
Receipt of Legal Process and Subpoenas..............................................................45
Public Communications and Media Relations Guidelines................................... 45

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 Board Membership and Outside Affiliations. ...................................................... 46
Loans. ................................................................................................................... 46
Electronic Information Systems............................................................................46

Chapter 5: Time Off ...................................................................................................................... 50

Paid Holidays ...................................................................................................... 50
Paid Time Off (U.S. Employees and Exempt Employees of Puerto Rico)......... 50
Jury Duty............................................................................................................. 54
Bereavement Leave ............................................................................................. 55
Family and Medical Leave of Absence .............................................................. 55
Military Leave......................................................................................................64
Emergency Closings ........................................................................................... 64

Chapter 6: Team Member Benefits .............................................................................................. 65

General………………………………………………………………………….65
Workers' Compensation ...................................................................................... 65
Team Member Discount/Company Promotions ................................................. 65

Chapter 7: Leaving the Company ................................................................................................. 67

Resignation ......................................................................................................... 67
Dismissals ......................................................................................................... 677
Procedures upon Separation from Employment ................................................. 68

Appendix A:
Vacation and Sick Time Policy for Non-Exempt Employees of Puerto Rico ……………………………69

Appendix B:
Sexual Harassment, Discrimination and Other Harassment Complaint Form ……………………………74

Appendix C:
Dallas City Ordinance 31181…………...…………………………………………………………………76

Appendix D:
Federal Government Supplement………………………………………………………………………….77

Appendix E:
New York State Statement on Reproductive Health Decisions…………………………………………...79

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INTRODUCTION

We are pleased to provide you with the IEH Auto Parts LLC d/b/a Auto Plus Auto Parts and its
subsidiaries and affiliates’ (collectively, “Auto Plus” or the “Company”) Team Member Handbook. This
Team Member Handbook (the “Handbook”) describes in general terms the Company’s employment
policies, practices, and benefits. It is not intended to be a comprehensive collection of all Company
policies and procedures or to address all the possible applications of, or exceptions to, the Company’s
policies and procedures. The Human Resources policies, practices, and benefits set forth in this
Handbook supersede any Human Resources policies, practices, and benefits previously in effect and are
subject to modification. The Company, in its sole discretion, may amend, modify, suspend, or terminate
any policy, practice, and benefit contained in this Handbook at any time without notice. The Company, in
its sole discretion, will interpret and apply the policies and make all determinations of facts with respect
to the application of the policies.

This Handbook does not constitute a contract of employment and does not create any express or
implied promises to you or guarantee any fixed terms. Nothing in this Handbook or in any other
written and/or oral statement of the Company is intended to modify the “employment at will” relationship
in any way. Except where prohibited by law, all Team Members are employed at-will. Employment at
will means that either you or the Company may terminate the employment relationship for any reason or
no reason, at any time, with or without notice.

As used throughout this Handbook, the terms “Team Member,” “employee,” “you,” “your,” and “their”
refer to an employee of the Company.

If you have any questions concerning the contents of this Handbook, consult with your local Human
Resources representative.

This Handbook is the property of the Company and is for Team Members of the Company and its
subsidiaries and affiliates only. It is not for external distribution.

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CHAPTER 1: OUR BUSINESS

Our People

We have a reputation for employing experienced professionals who have worked together successfully.
We strongly believe that every person who works here, regardless of his/her job, is a professional at what
s/he does and contributes greatly to the overall success of the Company. We have worked hard to recruit
only the best, and we highly value every Team Member on our team.

Code of Business Ethics and Conduct

As part of its commitment to ethical and legal conduct, the Company expects Team Members to observe
the highest standards of personal, professional, and business ethics. Compliance with applicable laws and
regulations is the minimum standard in fulfilling ethical duties and responsibilities. This Code of Business
Ethics and Conduct applies to all Team Members, Directors, and Officers of the Company regardless of
geographic location or job position. In addition to his/her own behavior, each Team Member is also
responsible to ensure the ethical business behavior of those Team Members under his/her control or
direction. Failure to comply with the principles contained in this Code will result in disciplinary action
that may include termination of employment and, where applicable, referral to public authorities for
appropriate action.

The Company expects Team Members to bring to its attention any information about suspected unethical
behavior, criminal activity, fraud, or other illegal activity by any Team Member or agent of the Company.
Team Members are expected to come forward with any such information without regard to the identity or
position of the suspected offender. Team Members can contact the Company’s confidential Ethics Hotline
by telephone at 1-800-737-1213 or online via www.AutoPlusPepBoys.ethicspoint.com. Calls are toll free,
and the line is open 24 hours a day, seven days a week. All reports can be made anonymously, and no
Team Member will suffer any penalty or retribution for good-faith reporting.

Equal Employment Opportunity

Any form of discrimination related to recruitment or hiring is deemed repugnant and puts the Company in
an uncompetitive position by excluding otherwise qualified candidates.

Further to this overriding principle, the Company is strongly committed to equal employment
opportunities for all individuals. The Company will make all employment decisions regarding Team
Members and applicants for employment without discrimination or harassment based on race, color,
religion, sex, gender, national origin, ancestry, sexual orientation, gender expression, gender identity, age,
disability, pregnancy, childbirth and related medical conditions, marital status, military or veteran status,
alienage or citizenship status, creed, genetic information, predisposition or carrier status, status as a victim
of domestic violence, sexual and reproductive health choices, or any other category protected by federal,
state, or local law. This equal employment opportunity policy applies to all terms and conditions of
employment, including, but not limited to, recruiting, hiring, compensation, training and development,
benefits, promotion, demotion, discipline, and termination of employment. All Company Team
Members, regardless of position, are expected to abide by the Company’s policy of equal employment
opportunity and non-discrimination.

The Company is committed to evaluating each applicant and Team Member on the basis of personal skill
and merit. The Company will make every effort to ensure that the laws prohibiting employment
discrimination are fully implemented in all of our working relationships.

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Any Team Members with questions or concerns about equal employment opportunities in the workplace
are encouraged to bring those issues to the attention of the Human Resources Department. The Company
will not allow any form of retaliation against individuals who raise issues related to equal employment
opportunity, discrimination, or harassment.

Appropriate disciplinary action, up to and including termination of employment, may be taken against any
Team Member willfully violating this policy

Prohibition of Discrimination and Harassment

It is the policy of the Company to maintain a professional work environment in which all individuals are
treated with respect and dignity. The Company prohibits all discriminatory practices, including sexual
harassment and harassment based on race (or traits historically associated with race, including, but not
limited to, hair texture and hairstyles such as braids, locks and twists), color, religion, gender, pregnancy,
national origin, sexual orientation, gender expression, gender identity, age, disability, marital status,
veteran status, alienage or citizenship status, creed, parental status, familial status, political affiliation,
genetic predisposition or carrier status, status as a victim of domestic violence, or any other category
protected by federal, state, or local law.

I. Definition of Sexual Harassment

Sexual harassment constitutes discrimination and is illegal under federal, state, and local laws. It is also a
form of employee misconduct. For purposes of this policy, sexual harassment is defined as unwelcome
sexual advances, requests for sexual favors, and other verbal, non-verbal, or physical conduct of a sexual
nature when, for example: (i) submission to such conduct is made either explicitly or implicitly a term or
condition of an individual’s employment; (ii) submission to or rejection of such conduct is used as the
basis for decisions that affect an individual’s employment opportunities; or (iii) such conduct is
unwelcome and creates an intimidating, hostile, or offensive work environment or such that it
unreasonably interferes with an individual’s work performance.

Sexual harassment may involve individuals of the same or different genders.

The following is a non-exclusive list of some of the types of acts that may be unlawful sexual harassment
and that are strictly prohibited:

• Physical acts of a sexual nature, such as touching, pinching, patting, kissing, hugging,
grabbing, brushing against another employee’s body or poking another employee’s body,
as well as rape, sexual battery, molestation or attempts to commit these assaults.
• Unwanted sexual advances or propositions, such as requests for sexual favors
accompanied by implied or overt threats concerning the target’s job performance
evaluation, a promotion, or other job benefits or detriments.
• Subtle or obvious pressure for unwelcome sexual activities.
• Sexually oriented gestures, words, signs, noises, remarks, jokes, pranks, innuendo or
comments about a person’s sexuality or sexual experience, which create a hostile work
environment.
• Sexually explicit or derogatory statements or sexually discriminatory remarks made by
someone which are offensive or objectionable to the recipient, which cause the recipient
discomfort or humiliation, or which interfere with the recipient’s job performance.
• Commentary about an individual’s body, sexual prowess, or sexual deficiencies.
• Leering, catcalls, or other insulting or obscene comments or gestures.

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 • Sexual or discriminatory displays or publications anywhere in the workplace, such as
displaying or circulating pictures, posters, calendars, graffiti, objects, promotional
material, reading materials, or other materials that are sexually demeaning or
pornographic (including through posting on walls, email, text message, instant
messenger, social media, or other electronic communication).
• Hostile actions taken against an individual because of that individual’s sex, sexual
orientation, gender identity and the status of being transgender, such as interfering with,
destroying or damaging a person’s workstation, tools or equipment, or otherwise
interfering with the individual’s ability to perform the job; sabotaging an individual’s
work; intimidation; and bullying, yelling, and name-calling.
• Sex stereotyping – i.e., when conduct or personality traits are considered inappropriate
simply because they may not conform to other people’s ideas or perceptions about how
individuals of a particular sex should act or look.
• Other physical, verbal, or visual conduct of a sexual nature.

II. Definition of Harassment Based on Race, Color, Religion, Gender, National Origin, Sexual
Orientation, Age, Disability, Marital Status or any Other Category Protected by Law

Under this policy, harassment is unwelcome verbal, non-verbal, or physical conduct that denigrates or
shows hostility or aversion toward an individual because of his or her race, color, religion, gender, gender
expression, gender identity, national origin, sexual orientation, age, disability, marital status or any other
category protected by law, or that of his or her relatives, friends or associates, and that (i) creates an
intimidating, hostile, or offensive work environment; (ii) has the purpose or effect of unreasonably
interfering with an individual’s work performance; or (iii) otherwise adversely affects an individual’s
employment opportunities.

Harassing conduct includes, but is not limited to: (i) epithets, slurs, quips, or negative stereotyping that
relate to race, color, religion, gender, gender expression, gender identity, national origin, sexual
orientation, age, disability, marital status or any other category protected by law; (ii) threatening,
intimidating or hostile acts that relate to race, color, religion, gender, gender expression, gender identity,
national origin, sexual orientation, age, disability, marital status or any other category protected by law;
(iii) written or graphic material (including graffiti) that denigrates or shows hostility or aversion toward
an individual or group because of race, color, religion, gender, gender expression, gender identity,
national origin, sexual orientation, age, disability, marital status or any other category protected by law
and that is placed on walls, bulletin boards, or elsewhere on the Company’s premises, or circulated
(including through email, text messages, and/or social media) or displayed in the workplace; or (iv)
“jokes,” “pranks,” or other forms of “humor” that are demeaning or hostile with regard to race, color,
religion, gender, gender expression, gender identity, national origin, sexual orientation, age, disability,
marital status or any other category protected by law.

III. Individuals and Conduct Covered by this Policy

This policy applies to all applicants and employees, and prohibits harassment, discrimination and
retaliation, whether engaged in by fellow employees or by non-employees with whom the employee or
applicant comes into contact in the course of employment (e.g., service providers or contractors). The
protections and prohibitions against discrimination and harassment as set forth in this policy also apply to
non-employees who provide services to the Company (including contractors, subcontractors, vendors and
consultants) while they are on Company premises and/or while engaged in conducting business on behalf
of the Company.

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Conduct prohibited by this policy is unacceptable in the workplace and in any work-related setting
outside the workplace, such as business trips, business meetings and business-related social events.
Similarly unacceptable under this policy is participation in work-related activities whether in or outside
the workplace that are inconsistent with a professional atmosphere that promotes equal employment
opportunity or that are exclusionary with respect to any individual’s race, color, religion, gender, gender
expression, gender identity, national origin, sexual orientation, age, disability, marital status or any other
category protected by law. This type of prohibited conduct includes patronizing, in connection with
work-related activities, adult entertainment establishments or facilities that exclude use by any individual
on the basis of his or her protected status.

In addition, these policies should not, and may not, be used as a basis for excluding or separating
individuals of a particular gender, gender expression, gender identity, race, religion, or other characteristic
protected by law, from participating in business or work-related social activities or discussions in order to
avoid allegations of harassment. The law and the Company’s policies prohibit disparate treatment on the
basis of any protected characteristic with regard to terms, conditions, privileges, and perquisites of
employment. The prohibitions against harassment, discrimination, and retaliation are intended to
complement and further these policies, not to form the basis of an exception to them.

IV. Complaint Procedure

The Company strongly urges the reporting of all incidents of discrimination, harassment, or retaliation,
regardless of the offender’s identity or position, so that an effective and thorough investigation can be
conducted, and effective remedial action can be taken when appropriate.

All of us share the responsibility for the success of this policy and are required to report concerns
regarding conduct that may be contrary to it. Further, individuals who believe they have experienced
conduct that is contrary to this policy or who have concerns about such matters should contact their
supervisor or the Human Resources Department. Individuals should not feel obligated to file their
complaints with their immediate supervisor first before bringing the matter to the attention of the Human
Resources Department. Complaints will be accepted in writing or orally.

EMPLOYEES WHO HAVE EXPERIENCED CONDUCT THEY BELIEVE IS CONTRARY TO

THIS POLICY MAY HAVE A LEGAL OBLIGATION TO UTILIZE THIS COMPLAINT
PROCEDURE. AN EMPLOYEE’S FAILURE TO FULFILL THIS OBLIGATION COULD
AFFECT HIS OR HER RIGHT TO PURSUE LEGAL ACTION UNDER FEDERAL LAW AND
UNDER CERTAIN STATE OR LOCAL LAWS.

Early reporting and intervention have proven to be the most effective method of resolving actual or
perceived incidents of discrimination and harassment. Therefore, while no fixed reporting period has
been established, employees are strongly urged to promptly report complaints or concerns so that rapid
and constructive action can be taken.

The availability of this complaint procedure does not preclude individuals who believe they are being
subjected to discriminatory or harassing conduct from promptly advising the offender that his or her
behavior is unwelcome and requesting that it be discontinued.

Reports of discrimination or harassment may be made verbally or in writing. A form for submission of a
written complaint of sexual harassment, discrimination, or other harassment is attached to this policy, and
all employees are encouraged to use this complaint form. Employees who are reporting sexual
harassment, discrimination or other harassment on behalf of other employees should also use the

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complaint form and note that it is on another employee’s behalf. Employees and other covered non-
employees may also seek assistance in other available forums, as explained below in the section on Legal
Protections and External Remedies.

V. Supervisor Responsibilities

All supervisors and managers who receive a complaint or information about suspected discrimination or
harassment, observe what may be harassing behavior, or for any reason suspect that harassment is
occurring, are required to report such suspected discrimination or harassment to the Human Resources
Department.

In addition to being subject to discipline if they engage in harassing conduct themselves, supervisors, and
managers will be subject to discipline for failing to report suspected harassment or otherwise knowingly
allowing harassment to continue. Supervisors and managers will also be subject to discipline for
engaging in any retaliation.

VI. Investigating a Complaint

All allegations of discrimination, harassment, or retaliation will be promptly investigated by the Human
Resources Department in coordination with the Law Department. The investigation may include
individual interviews with the parties involved and, when necessary, with individuals who may have
observed the alleged conduct or may have other relevant knowledge.

The Company will endeavor to maintain confidentiality throughout the investigatory process to the extent
practical and appropriate under the circumstances. The Company, however, has a legal obligation to act
on all information it receives if it believes an individual may be engaging in conduct that violates
Company policies or the law. Individuals involved in the investigation process are expected to provide
their full cooperation and to maintain confidentiality. If an employee refuses to participate in a Company
inquiry, the Company will base its conclusions on the other information gathered during the inquiry, and
inferences drawn from all of the credible evidence.

While the process may vary from case to case, investigations will generally be done in accordance with
the following steps:

• Upon receipt of a complaint, Human Resources (or, as appropriate throughout this

section, its designee(s)) will conduct a prompt review of the allegations, and take any
interim actions, as appropriate.

• If a complaint of sexual harassment, discrimination, or other harassment is verbal,

Human Resources will encourage the individual to complete the Complaint Form in
writing. If the individual declines, Human Resources will prepare a Complaint Form
based on the verbal reporting.

• If documents, emails, or other records are relevant to the investigation, the Company
will take reasonable steps to obtain and preserve them.

• Relevant documents will be requested and reviewed, including electronic

communications.

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 • Human Resources will interview all parties involved, including any relevant
witnesses.

• Human Resources will create written documentation of the investigation (such as a

memo, letter, or email), including, as applicable:

o A list of all documents reviewed, along with a detailed summary of relevant

documents;
o A list of names of those interviewed, along with a detailed summary of their
statements;
o A timeline of events;
o A summary of prior relevant incidents, reported or unreported; and
o The basis for the decision and final resolution of the complaint, together with
any correction action(s).

• Human Resources will keep the written documentation and associated documents in a
secure and confidential location.

• Both the individual who complained and the individual(s) about whom the complaint
was made will be promptly notified of the final determination, and any corrective
action(s) will be implemented.

• Human Resources will inform the individual who reported of the right to file a
complaint or charge externally as outlined below.

VII. Retaliation is Prohibited

The Company prohibits retaliation against any individual who reports discrimination or harassment or
participates in an inquiry of such reports. Retaliation against an individual for reporting discrimination or
harassment or for participating in an inquiry into a claim of discrimination or harassment is a serious
violation of this policy. Any person who engages in such retaliation will be subject to disciplinary action
up to and including termination of employment. The prohibition against retaliation includes, but is not
limited to, remarks, threats, physical or verbal abuse, any discrimination in terms of pay, advancement,
opportunities, termination of employment, job assignments or reassignments, unwelcome or unwarranted
transfers, threats of punishment or revenge, actual punishment or revenge, or other acts that could be
interpreted as retaliatory.

VIII. Disciplinary Action for Violating this Policy

If the Company finds that this policy has been violated, the violator will be subject to appropriate
disciplinary action. Although the specific corrective and disciplinary action taken will be within the
Company’s discretion, it may include placing the employee on a leave of absence, verbal counseling,
written disciplinary notice, reassignment, suspension, probation, demotion and/or termination of
employment. In appropriate circumstances, the Company may also take remedial action, such as
counseling, training and/or monitoring, even where a violation of this policy is not found. In addition,
conduct that is unlawful may subject employees to civil, and in some cases, criminal liability.

The Company recognizes that false accusations of discrimination or harassment can cause serious harm to
innocent persons. If an investigation results in a finding that the complainant knowingly made a false

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accusation of discrimination or harassment, the complainant may be subject to disciplinary action, up to
and including termination of employment.

This policy is not written nor intended to restrict management’s authority regarding disciplinary or
employment decisions concerning employee behavior that is deemed unacceptable regardless of whether
the employee’s behavior constitutes discrimination or harassment.

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 THIS SECTION 9 APPLIES ONLY TO EMPLOYEES WORKING IN NEW YORK STATE

9. Legal Protections and External Remedies

Discrimination and harassment are not only prohibited by the Company but also by federal, state and,
where applicable, local law. Aside from the internal process at the Company, employees may also choose
to pursue legal remedies with the following governmental entities at any time.

New York State Human Rights Law (NYSHRL)

The New York State Human Rights Law (NYSHRL), codified as N.Y. Executive Law, art. 15, § 290 et
seq., applies to employers in New York State with regard to discrimination and harassment, and protects
employees, paid or unpaid interns, and covered non-employees, regardless of immigration status. A
complaint alleging violation of the NYSHRL may be filed either with the New York State Division of
Human Rights (DHR) or in New York State Supreme Court.

Complaints with the DHR may be filed at any time within one year and, effective August 12, 2020,
within three years of the discrimination or harassment. If an individual did not file with the DHR, s/he
can sue directly in state court under the NYSHRL, within three years of the alleged discrimination. An
individual may not file with the DHR if s/he has already filed a NYSHRL complaint in state court.
Complaining internally to the Company does not extend an individual’s time to file with the DHR or in
court. The one year or three years is counted from the date of the most recent incident of discrimination
or harassment.

Individuals do not need an attorney to file a complaint with the DHR, and there is no cost to file with the
DHR.

The DHR will investigate the complaint and determine whether there is probable cause to believe that
discrimination has occurred. Probable cause cases are forwarded to a public hearing before an
administrative law judge. If discrimination is found after a hearing, The DHR has the power to award
relief, which varies but may include requiring your employer to take action to stop the harassment, or
redress the damage caused, including paying monetary damages, attorneys’ fees and civil fines.

The DHR’s main office contact information is: NYS Division of Human Rights, One Fordham Plaza,
Fourth Floor, Bronx, New York 10458, (718) 741-8400, www.dhr.ny.gov.
You can call the DHR at (888) 392-3644 or visit https://dhr.ny.gov/complaint for more information about
filing a complaint. The website has a complaint form that can be downloaded, filled out, notarized, and
mailed to the DHR. The website also contains contact information for the DHR’s regional offices across
New York State.

Civil Rights Act of 1964

The United States Equal Employment Opportunity Commission (EEOC) enforces federal anti-
discrimination laws, including Title VII of the 1964 federal Civil Rights Act (codified as 42 U.S.C. §
2000e et seq.). An individual can file a complaint with the EEOC anytime within 300 days from the
discrimination harassment. There is no cost to file a complaint with the EEOC. The EEOC will
investigate the complaint and determine whether there is reasonable cause to believe that discrimination
or harassment has occurred, at which point the EEOC will issue a Right to Sue letter permitting the
individual to file a complaint in federal court.

The EEOC does not hold hearings or award relief but may take other action including pursuing cases in

12
federal court on behalf of complaining parties. Federal courts may award remedies if discrimination or
harassment is found to have occurred. In general, private employers must have at least 15 employees to
come within the jurisdiction of the EEOC.

An employee alleging discrimination at work can file a “Charge of Discrimination.” The EEOC has
district, area, and field offices where complaints can be filed. Individuals can contact the EEOC by
calling 1-800-669-4000 (1-800-669-6820 (TTY)), visiting their website at www.eeoc.gov, or via email at
info@eeoc.gov

If an individual filed an administrative complaint with the DHR, the DHR will file the complaint with the
EEOC to preserve the right to proceed in federal court.

Local Protections

Many localities enforce laws protecting individuals from harassment and discrimination. For example,
employees who work in New York City may file complaints of discrimination or harassment with the
New York City Commission on Human Rights. Employees may contact their main office at Law
Enforcement Bureau of the NYC Commission on Human Rights, 22 Reade Street, 1st Floor, New York,
New York; call 311 or (212) 306-7450; or visit www.nyc.gov/html/cchr/html/home/home.shtml.

Local Police

If the harassment involves unwanted physical touching, coerced physical confinement, or coerced sex
acts, the conduct may constitute a crime. Individuals may contact the local police department.

Accommodation Policy

The Company will provide reasonable accommodations to a qualified individual with a disability, or
based on pregnancy or religion, where the Team Member has made the Company aware of his/her need
for a reasonable accommodation, provided that such accommodation does not constitute an undue
hardship on the Company. Team Members who believe they need a reasonable accommodation to
perform the essential functions of their job based on a disability, pregnancy, or religious practice should
contact his/her local Human Resources representative.

In evaluating the request, the Company may require information concerning any workplace barriers that
may need to be accommodated, or potential accommodation(s) that might be afforded to enable the Team
Member to perform the essential functions of his/her job. This discussion may involve an interactive
communication process to ascertain what, if any, accommodations can reasonably be provided.

The Company will determine the reasonableness of the requested accommodation. In doing so, the
Company may consider various factors to determine whether the requested accommodation would impose
an undue hardship on the operation of the business of the Company, including, but not limited to the
nature and cost of the accommodation, the availability of alternative accommodations, and the
accommodation’s impact on the operation of the Company, including its impact on the ability of other
Team Members to perform their duties and on the Company’s ability to conduct business. The Company
is not required to provide an accommodation to a qualified individual if such accommodation poses an
undue hardship to the Company.

The Company will inform the Team Member of its decision on the accommodation request.

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The law does not require the Company to make the best possible accommodation or the accommodation
requested by the Team Member, to reallocate essential job functions, or to provide personal use items
(i.e., eyeglasses, hearing aids, wheelchairs, etc.). The Company may request written documentation from
a Team Member who seeks an accommodation, including, without limitation, from a doctor,
psychologist, rehabilitation counselor, or other professional with knowledge of the Team Member’s
limitations. All medical information received by the Company will be treated as confidential to the extent
permissible by law.

A Team Member who has questions regarding this policy or believes that s/he has been discriminated
against based on disability, religion, or pregnancy should notify his/her local Human Resources
representative.

Nursing Mothers

Nursing mothers have a right to request a lactation accommodation. Nursing mothers will be
accommodated with reasonable break time and a private place to express milk in the workplace, equipped
with a chair, an electrical outlet, a table or counter for a breast pump, and nearby access to running water
as may be required by law. Team Members are expected to take such breaks at a time that does not
interfere with their duties, which may require postponing a break for no more than 30 minutes. Unless
otherwise required by law, such breaks are unpaid for non-exempt Team Members, except to the extent
the Team Member uses a regular paid break. The Team Member may also utilize her meal period for this
purpose if she wishes.

Team Members should request a lactation accommodation via written request to his/her local Human
Resources representative. Team Members who anticipate the need to arrange for such breaks should
make the request as far as possible in advance of the Team Member’s return to work after childbirth so
that appropriate arrangements can be made. The Company will respond to any such requests within five
business days and will engage in a cooperative dialogue with the Team Member to determine the
appropriate lactation break periods and location. If, in response to a request for a lactation
accommodation, the Company does not provide the requested accommodation, the Company will provide
the Team Member with a written response that identifies the basis upon which the Company has denied
the request.

Team Members will not be retaliated against for requesting or utilizing break time to express milk in the
workplace under this policy.

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CHAPTER 2: EMPLOYMENT AND COMPENSATION

Hiring

We recruit and hire individuals based on their individual ability and experience, in accordance with Equal
Opportunity laws and regulations.

The Company fully complies with all federal immigration laws and will employ only individuals legally
eligible for employment in the United States. Failure to provide acceptable documentation as required by
law will result in termination of employment.

Social Security Administration Identification Policy

Team Members who have been notified that they have identification problems with the Social Security
Administration are required to resolve the problem in a satisfactory manner within ninety (90) days of
such notification. If a Team Member fails to resolve the problem within the ninety (90) day period,
his/her employment may be terminated.

Access to Team Member Records

Team Member records are the property of the Company and are considered confidential. A Team
Member’s request for information in his/her file should be made to his/her local Human Resources
representative and will be considered in compliance with applicable state and local laws.

Changes to Personal Information

To keep our Team Member records accurate, and to comply with state and federal laws, Team Members
must notify the Human Resources Department immediately of any change(s) in the following personal
information:

• Name (whether by marriage or otherwise)

• Home address/telephone number
• Marital status/ number of dependents
• Who to inform in case of emergency, including contact information of emergency contact
• Tax withholding information
• Beneficiary for group health, life insurance and/or 401(k) plans

Team Members may make changes to their personal information online in ADP Vantage.

Employment Verification and Requests for Team Member Information

The Company uses The Work Number®, an automated income and employment verification service.

• Team Members should have the Verifier (mortgage lenders, pre-employment, property leasing,
credit cards, Medicaid, SSI/SSDI, SNAP, TANF, Child Support, Public Housing, etc.) follow The
Work Number® instructions located in ADP Vantage. (found on the Forms Library page).

15
Employment of Relatives and Friends

The Company welcomes friends and relatives to apply for employment; however, we want to avoid
situations that could result in actual or perceived favoritism, conflicts of interest, or audit risks. For this
reason, related Team Members are strictly prohibited from: (i) directly supervising one another (two or
more reporting layers between Team Members and managers are allowed within the chain of command),
(ii) processing, reviewing, assigning, directing, or auditing the work of the other (whether in the same or
different departments), or (iii) influencing the hiring, work assignments, or assessments of someone to
whom they are related. For example, a married Customer Service Advisor and Technician cannot work at
the same location because a Customer Service Advisor has the ability to assign work to a Technician. For
the purpose of this policy, “related Team Member” means spouse, domestic partner or significant other,
parent, step-parent, child (natural/step/adopted), sibling (natural/step/adopted), aunt, uncle, niece,
nephew, grandparent, grandchild, members of the Team Member’s household, individuals related through
a current or prior marriage, and anyone else whose relationship to the Team Member could be perceived
as causing a conflict of interest. If a violation or potential violation of this policy becomes known to a
Team Member, s/he must bring the issue to his/her local Human Resources representative immediately.

Related Team Members, as defined above, are permitted to work in the same Company location so long
as none of the circumstances described in (i)-(iii) in the preceding paragraph apply.

Team Members who become related Team Members following employment may continue employment
so long as it does not involve any conflict of interest. If a conflict of interest is perceived to occur, the
Team Members may, in the Company’s sole discretion, be required to transfer to another position or leave
employment.

Employment Classification

Your employment classification depends upon the number of hours you are regularly scheduled to work
and upon the type of position. In order to determine eligibility for benefits and overtime status, and to
ensure compliance with federal and state laws and regulations, the Company classifies its Team Members
as shown below.

• Exempt. Team Members who are paid on a salaried basis and are not eligible to receive overtime
pay.
• Non-Exempt. Team Members who are paid on an hourly basis and are eligible to receive
overtime pay for overtime hours worked.
• Regular Full-Time. Team Members who generally work a minimum of 35 hours weekly and are
not in a temporary status.
• Regular Part-Time. Team Members who generally work fewer than 35 hours and are not in a
temporary status.
• Temporary. Team Members who are hired as interim replacements to temporarily supplement
the workforce or to assist in the completion of a specific project and who are temporarily
scheduled to work for a limited duration. Employment beyond any initially stated period does not
in any way imply a change in employment status.

Compensation Philosophy

We compete with many other companies for experienced and talented executives. Market information in
general regarding pay practices at peer companies (as provided in the public reports filed by such
companies with the SEC) may be reviewed and considered in assessing the reasonableness of
compensation and ensuring that compensation levels remain competitive in the marketplace.

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Each element of compensation is reviewed so that the overall compensation package will attract,
motivate, and retain our key Team Members by rewarding superior performance. The following factors
are considered to determine the amount of compensation paid to Team Members:

• Overall job performance, including performance against corporate and individual objectives,
• Job responsibilities, including unique skills necessary to support our long-term performance,
including that of our subsidiaries, and
• Teamwork, including the ability to work cooperatively and effectively with other Team Members.

Compensation

All Team Members are paid biweekly on Friday except as required by state and local law. Each paycheck
will include earnings for all work performed through the end of the current pay period.

Deductions and Set-Offs

The law requires that the Company make certain deductions from every Team Member’s compensation.
Among these are applicable federal, state, and local income taxes. The Company must also deduct Social
Security taxes on each Team Member’s earnings up to a specified limit that is called the Social Security
“wage base.” The Company matches the amount of Social Security taxes paid by each Team Member.
Deductions are based on actual time worked.

The Company offers programs and benefits beyond those required by law. Eligible Team Members may
voluntarily authorize deductions from their paychecks to cover the costs of participation in these
programs.

Federal and state laws permit a Team Member’s salary to be attached (e.g., garnished) to satisfy a legal
order.

Deductions from Non-Exempt Team Members’ pay may be made for lateness, leaving early, and
extended smoking breaks.

Deductions from Exempt Team Members’ pay may be made for unpaid disciplinary suspensions

Deductions from pay may be made when an exempt Team Member is absent from work for one or more
full days for personal reasons, other than sickness or disability, and s/he is not eligible for paid leave time.

Deductions from pay also may be made for absences of one or more full days caused by sickness or
disability (including work-related accidents), pursuant to the Company’s PTO and leave policies.

If a Team Member believes an improper deduction was taken from his/her paycheck, s/he should contact
his/her local Human Resources representative within five business days of issuance of the paycheck with
the improper deduction. The Company will reimburse Team Members for any improper deductions.

Time and Attendance

The workweek is defined as Sunday at 12:01 a.m. through Saturday 12:00 midnight. The Company will
schedule the regular workweek for each Team Member. Your work is scheduled depending on your status
and the number of hours you are permitted to work per week based on your position. Each day, the time

17
the Team Member starts and finishes work must be recorded accurately on a time record. The Team
Member’s supervisor must approve his/her hours worked at the end of each week.

Excessive tardiness and absenteeism will not be tolerated and will result in disciplinary action up to and
including termination. Attendance issues due to a Team Member’s rights under FMLA, ADA, USERRA,
or any other protected leaves, will be addressed by management on an individual basis consistent with the
applicable legal requirements.

I. Late Arrival/Absence Reporting

If reporting late for work is unavoidable, or you anticipate that you will be absent, you must notify your
supervisor via telephone at least thirty (30) minutes prior to your scheduled start time.

II. Unreported Absences (No Call-No Show)

A Team Member who fails to report to work for two consecutive work days without contacting his/her
immediate supervisor or the Human Resources Department will be considered as having voluntarily
resigned.

III. Time Off During Work Hours/Early Departure

If you wish to request a short period of time off during your normal working hours (e.g., for a doctor
or dentist appointment), and you expect to return to work following the time off, you must provide
your supervisor with at least 24 hours’ advance notice.

In the event you know in advance that you must leave work prior to the normal end of your workday,
you must provide your supervisor with at least 24 hours’ advance notice. If you must leave work due
to an emergency, you must notify your supervisor as soon as possible.

IV. Timekeeping – Attendance Cards

Hourly (Non-Exempt) Team Members are responsible for properly recording all time worked,
including time worked in excess of the Team Member’s scheduled work shift. Misrepresentation
(overstating or understating) of your compensable time is a serious policy violation, which may
result in termination. This includes working “off the clock,” clocking in when you are not working,
or staying on the clock after you end work.

At the completion of each workweek, you must verify the accuracy of your time card. In addition,
you must review your punches on a daily basis and any edits must be made as soon as
administratively possible. If any edits are necessary (i.e., vacation time, punch edit correction, etc.),
you must notify your manager immediately and submit a Punch Edit/Correction form which can be
found in ADP Vantage (on the Forms Library page), to record all payroll adjustments. After your
manager makes the proper adjustments, you must approve your time card. Managers should make an
edit entry on this form for every time clock edit or adjustment that must be corrected for each Team
Member. Team Members must never volunteer or agree to work off the clock, never begin work
prior to recording their scheduled start time, and never falsify time records. Violators may
subject to termination of employment.

Under no circumstances does the Company allow any hourly (Non-Exempt) Team Members,
including hourly management and Team Members who are commission-eligible, to “voluntarily”
work off the clock. Furthermore, management will make reasonable efforts to ensure that omitted

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 time entries are monitored appropriately and issues promptly addressed so that hourly (Non-Exempt)
Team Members are paid for all time worked within the appropriate pay period.

Compensatory or “comp” time is absolutely prohibited for hourly (Non-Exempt) Team

Members, including hourly management. This means that no manager may ever allow an hourly
(Non-Exempt) Team Member to work off the clock or work overtime and later take time off to
“compensate” the hourly (Non-Exempt) Team Member for the time worked off the clock or in lieu of
paying overtime.

Any violation of this section will result in disciplinary action, up to and including termination of
employment.

V. Overtime

Depending on business need, you will be required to work beyond your scheduled hours, including
overtime, when requested to do so, as such is a condition of your employment. The Company will
attempt to provide you with as much notice as possible (and will always provide you with as much
advance notice as is required by law). However, advance notice may not always be possible. Prior
approval of a supervisor is required before any hourly (Non-Exempt) Team Member works beyond
his/her scheduled hours or works overtime. Team Members working beyond their scheduled hours,
including overtime, without approval will be paid, but may be subject to disciplinary action.

Non-Exempt Regular Full-Time Team Members are eligible for premium pay for work performed
beyond their regularly-scheduled 40 weekly hours. After the Team Member has worked the normal
40 hours, all additional time is paid at a rate of 1½ times the Team Member’s hourly rate, or at such
overtime rate as designated by applicable law. In some states, daily overtime will also be paid as
required by law. In calculating overtime, time off -- whether paid or unpaid -- will not be counted as
hours worked.

PTO, holiday, jury duty, bereavement leave, inclement weather and any other non-actual work hours
are not considered hours worked for purposes of computing overtime. Overtime is paid in accordance
with federal and state law.

Meal Periods and Rest Breaks

I. Meal Periods

All hourly (Non-Exempt) Team Members will be scheduled for an unpaid meal period of at least one
half (1/2) hour when they are scheduled to work more than five hours. If a Team Member is
scheduled to work more than ten hours, s/he will be scheduled for a second meal period of at least one
half (1/2) hour. Meal periods will normally be scheduled for one hour. Meal periods will be
scheduled to begin no later than the end of the fifth hour of work, and again by no later than the end
of the tenth hour of work.

In some states, first or second meal periods may be waived by mutual consent for shifts that do not
exceed a certain length. Subject to these state waiver laws, no hourly (Non-Exempt) Team Members,
including hourly management, may work more than five hours without being provided a meal period
of at least one half (1/2) hour. This means that every hourly (Non-Exempt) Team Member, including
hourly management, who works more than five hours must be provided a meal period, which begins
no later than the end of the fifth hour of work. Whenever possible, meal periods should be scheduled
to begin well before the end of the fifth hour.

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 Also, subject to state waiver laws, if an hourly (Non-Exempt) Team Member (including hourly
managers) works more than ten hours, s/he must be provided a second meal period of at least one half
(1/2) hour, and the second meal period must begin before the end of the tenth hour of work.

Meal periods are required. This means:

• Managers may not require Team Members to skip a meal period;

• Managers may not discourage Team Members from taking meal periods, or encourage them to
skip meal periods; and
• Managers may not offer the option of skipping a meal period and leaving early.

During meal periods, Team Members must: (1) be relieved of all duties; (2) be allowed to leave the
building; (3) punch out; and (4) not be interrupted by work, if remaining in the building.

Hourly (Non-Exempt) Team Members (including hourly managers) are not paid for the time they are
on a duty-free meal period. In the event that it becomes necessary for management to ask a Team
Member to work during a meal period, the Team Member will be paid for all hours worked, and a full
off-duty meal period will be scheduled or provided as soon as possible.

II. Rest Breaks

All hourly (Non-Exempt) Team Members (including hourly managers) must be provided a ten-minute
rest break for every four hours worked. Team Members are paid for the time they are on a rest break,
and rest breaks are not recorded in ADP Vantage. This means that Team Members do not clock out
during rest breaks.

Adequate rest breaks will be provided to all Team Members in accordance with federal, state and
local laws. A smoking break is counted as a rest break and must be part of a ten-minute rest break, not
a separate, shorter break. Your supervisor will determine your break period schedule. Team Members
are relieved of all duty and control during a rest break but may only leave the store if they will be able
to return by the end of the ten-minute rest break.

Meal periods and rest breaks may not be waived to leave early, nor may they be combined for a
longer meal period or rest break.

III. Rest Breaks (California)

All hourly (Non-Exempt) Team Members in California must be provided a ten-minute rest break for
every four hours, or major fraction thereof, they work.

This means: (1) if a Team Member works 3.5 hours or more, s/he is provided one rest break; (2) if a
Team Member works more than six hours, s/he is provided a second rest break; and (3) if a Team
Member works more than ten hours, s/he is provided a third rest break.

Rest breaks should be taken in the middle of each work period, to the extent practicable. For example,
if a Team Member starts work at 8:00 a.m. and starts his/her meal period at 12:00 p.m., the rest break
should be taken around 10:00 a.m. unless that is not practicable.

In addition to ten-minute rest breaks, if Team Members work in outdoor places, Team Members are
allowed, and encouraged, to take cooldown rest breaks (i.e., “recovery periods”) in a shaded area or

20
 cool indoor area for a period of no less than five minutes when they feel the need to do so to protect
themselves from overheating or heat exhaustion. Such access to shade shall be permitted at all times.
Recovery periods will never be denied when required.

IV. Missed Breaks (CA)

In California, if an hourly (non-exempt) Team Member is not provided a reasonable opportunity to

take a required meal or rest break, then the Team Member will be paid a one hour meal premium/rest
premium at the applicable regular rate as follows:

• If a manager requests that an Team Member skips a required meal or rest break based on the
needs of the business, and the Team Member agrees, then the manager must: (1) make the
necessary edit in ADP Vantage for the Team Member to be paid a premium for the skipped meal
or rest break; (2) complete a “Report of Meal or Rest Break Not Provided,” which is available in
ADP Vantage (on the Forms Library page); and (3) maintain a copy of the report in a file for a
minimum of four years.

• If a Team Member believes s/he did not have an opportunity to take a required meal or rest break,
then within seven (7) days of the incident, the Team Member must complete a “Report of Meal or
Rest Break Not Provided” which can be found in ADP Vantage (on the Forms Library page) and
submit the report to his/her manager. If the manager agrees that the meal or rest break was not
provided, s/he must make the necessary edit in ADP Vantage for the Team Member to be paid the
applicable premium:

(1) A one-hour meal break premium for each day on which the Team Member was not provided
one or more required meal breaks; and
(2) A one-hour rest break premium for each day on which the Team Member was not provided
one or more required rest breaks.

• If the manager does not agree with the Team Member, then the manager will submit the report to
the Area Director (“AD”).
• If the AD agrees that a required meal or rest break was not provided, the AD must make the
necessary edit in ADP Vantage for the Team Member to be paid as described above. If the AD
agrees with the manager, then the AD will submit the report to the Human Resources Department
for a final decision.
• If the Human Resources Department determines that the required meal or rest break was not
provided, the Human Resources Department must make the necessary edit in ADP Vantage.
• At each step, the manager, AD and Human Resources Department will note the decision on the
Report of Meal or Rest Break Not Provided. When the report is resolved, a copy will be
maintained in a file for a minimum of four years.

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CHAPTER 3: WORKPLACE CONDUCT

Appearance and Dress

All Team Members are required to maintain a business-like appearance during working hours and/or
while representing the Company. This policy will be guided by a good judgment approach to business
appearance. We ask that you always dress appropriately for your job and wear clothing that is clean,
unfaded, and in good condition. Clothing should be the appropriate size for the Team Member so as to
avoid tight, revealing, or excessively loose apparel. Team Members are expected to maintain good
personal hygiene, neat grooming, and well-maintained hair. Cologne and perfume should not be used in
excess.

The supervisor determines acceptable and appropriate appearance based upon these guidelines. Team
Members who do not comply with this policy may be sent home without pay to change into appropriate
work attire. Repeated violations of this policy will result in disciplinary action, up to and including
termination of employment.

I. Corporate/Store Support Center

Monday – Thursday: Business casual dress is permitted. Team Members are permitted to wear jeans as
part of business casual dress. Jeans must be clean and free of rips, tears, and fraying, and may not be
revealing. There are certain instances during which jeans are not appropriate, such as vendor meetings
and executive meetings. For questions regarding when jeans are appropriate, Team Members should
consult with their supervisors.

Friday, Overnight, Saturday, Sunday and Holidays: Casual dress is permitted, only as approved by local
management. Team Members are permitted to wear jeans and athletic footwear. If a Team Member
chooses not to observe casual dress, the dress standard is business casual.

II. Distribution Centers/Pick-up Locations

Team Members’ dress must not present a safety hazard. Team Members must wear appropriate
footwear that covers the entire foot. Sandals and open-toe shoes are not permitted. Sunglasses may not
be worn and long hair must be securely pulled back at all times. Additionally, caps, t-shirts or other
items with personal, political, or sexual statements or insignias that may be construed as offensive to
others are not allowed.

New Team Members will be required to wear a yellow safety vest during their 90-day introductory
period.

Supervisors and managers are expected to wear casual slacks, pants, or appropriate jeans. Shirts with a
collar/appropriate blouses with or without a collar are required for Team Members in supervisory or
management positions. Skirts and dresses are not allowed in distribution centers or warehouses. During
seasonal periods, business leaders may wear professional-appearing shorts.

When visiting a store location while on the clock, Supply Chain/Distribution Team Members must
comply with the store dress code. Any request to deviate from this policy must be approved by the
local HR Representative.

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III. All Other Locations

Team Members must wear Company-approved uniforms and clothing at all times. Company name-tags
and special promotion badges, if applicable, must also be worn.

The following warm-weather dress code is permitted between April 1 and September 30 (and may be
extended by local management where appropriate):

• Technicians, Mechanics, and Drivers may wear Company-approved knee-length black shorts.
• Technician and Mechanics are permitted to wear Company-approved t-shirts. T-shirts must be
tucked into pants or shorts.

Should you believe you need any accommodation with respect to this policy, contact your local Human
Resources representative.

Drug and Alcohol-Free Workplace

I. Purpose

The Company has adopted the following Drug and Alcohol Policy. The purpose of the policy is to
enable the Company to create a workplace that is safe, productive, and free of prohibited use and other
involvement with alcohol and drugs. In order to further this objective, the following rules regarding
alcohol and drugs in the workplace have been established. This policy applies to all Company job
applicants and Team Members.

II. Definitions

• ALCOHOL: Any beverage containing alcohol which is capable of producing a physical,

mental, emotional, or behavioral change in the user.
• DRUG PARAPHERNALIA: Any equipment, device, apparatus or finding which is used
in the administration, consumption, ingestion or inhalation of Illegal Drugs.
• ILLEGAL DRUGS: Includes (1) Any chemical substance whose manufacture, use,
distribution, possession or sale is prohibited by law; (2) any prescription medication
(including any legally-dispensable controlled substance) obtained fraudulently or used by
an individual other than the person for whom prescribed; (3) any over-the-counter
medication or food or herbal supplement capable of impairing one’s alertness and/or
physical or mental reflexes taken for purposes of abuse or misuse; for example, in a
quantity, frequency, or other manner that is contrary to the instructions or
recommendations of the prescribing physician or manufacturer; and (4) inhalants, such as
abusable glue, which not only may cause serious medical problems, but also may impair
an individual’s physical and/or mental faculties.
• LEGAL DRUG OR SUBSTANCE: Any drug, including any prescription drug, over-the-
counter drug, or food or herbal supplement, that has been legally obtained and taken in
accordance with the accompanying instructions and that is not unlawfully sold or
distributed.
• PRESCRIPTION OR OVER-THE-COUNTER MEDICATION: Medication normally
taken for medicinal or other legitimate reasons, consistent with accompanying
instructions.
• UNDER THE INFLUENCE: This shall mean that an individual is affected by alcohol or
drugs in any detectable manner. Evidence of being under the influence may be

23
 established by a professional or lay person’s opinion, a physiological test/analysis or a
biochemical test/analysis. “Under the influence” detection is not limited to, nor must it
consist of, evidence of impairment of physical or mental ability or misconduct. The
Company can conclude that an individual is “Under the influence” without the need for a
test.
WORK DAY: Work Day includes, in addition to actual working time, break and meal
periods, if the Team Member returns to work after such break or meal period, regardless
of whether the Team Member is on Company premises during such time and regardless
of whether the Team Member is paid for such time.
• COMPANY PREMISES: All property, offices, facilities, parking lots, garages, grounds,
land, buildings, structures, fixtures, installations, automobiles, trucks, and all other
vehicles and equipment whether owned, leased, rented, or used by the Company.
• POSSESSION: Possession means that a Team Member has the substance on his or her
person or otherwise under his or her control.

III. General Policy Provisions

All Team Members must comply with the Policy as a condition of their employment. Any of the
following actions constitutes a violation of the Policy, which subject Team Members to immediate
termination if the actions occur any time the Team Member is (1) on Company premises, (2)
conducting or performing Company business, regardless of location, (3) operating or being responsible
for the operation, custody, or care of Company/customer equipment or other property, or (4) during the
Work Day:

A. Using, selling, purchasing, possessing, manufacturing, dispensing, transporting, or

distributing an Illegal Drug, Drug Paraphernalia, or attempting or assisting another to do so;
B. Being under the influence of any Illegal Drug;
C. Using, selling, purchasing, possessing, manufacturing, dispensing, transporting, or
distributing alcohol. (As a narrow exception to this general prohibition, a Team Member
over age 21 may consume limited quantities of alcohol in connection with business lunches
and/or other business activities, provided that the consumption is limited to amounts of
alcohol which will not result in the Team Member’s being under the influence of alcohol. If
the business lunch or other activity is among Company Team Members only, then
management approval is required.);
D. Being under the influence of alcohol;
E. The abuse of any legal drug (see the definition of ILLEGAL DRUGS in Section II above
which includes abuse or misuse of legal drugs);
F. Using, selling, purchasing, possessing, manufacturing, dispensing, transporting, or
distributing any legal prescription drug in a manner inconsistent with law; or
G. Other involvement with Illegal Drugs (for example, dealing drugs off the Company’s
premises on one’s own time) may result in discipline, up to and including termination, if such
involvement may have an adverse effect on the Company’s reputation.

A Team Member who is convicted of a drug-related offense occurring in the workplace must inform his
or her manager in writing within five days of such conviction. For purposes of this requirement only:
(i) a conviction includes a guilty plea, a plea of nolo contendere or any court-supervised or court-
imposed sentence, and (ii) the workplace includes anywhere the Team Member performs work on
behalf of the Company.

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IV. Drug and Alcohol Testing

A. PRE-EMPLOYMENT TESTING--- All applicants for employment and reemployment,

prior to commencing such employment, must undergo drug testing. Applicants whose
test results indicate Illegal Drug use will be denied employment and may not reapply for
employment or reemployment.
B. TEAM MEMBER TESTING---

1. Reasonable Suspicion - A Team Member will be required to submit to drug and alcohol
testing whenever there is a reasonable basis to believe, because of physical, behavioral or
performance indicators, that such individual is under the influence of an Illegal Drug
and/or Alcohol while the Team Member is (1) on Company premises, (2) conducting or
performing Company business, regardless of location, (3) operating or being responsible
for the operation, custody, or care of Company equipment or other property, or (4)
during the Work Day. “Reasonable suspicion” includes, but is not limited to, a suspicion
that is based on specific personal observations such as an individual’s manner,
disposition, muscular movement, appearance, behavior, speech, or breath odor;
information provided to management by a Team Member, by law enforcement officials,
by a security service, or by other persons believed to be reliable; or a suspicion that is
based on other surrounding circumstances. In all cases, a reasonable suspicion test may
be ordered only if authorized by the Human Resources Department. Team Members will
be tested within 24 hours of such Reasonable Suspicion. A Company representative will
take the Team Member to be tested.

2. Post-Incident - Immediately following an on-the-job accident or occurrence that results in

personal injury or damage to property while the Team Member is: (1) on Company
premises, (2) conducting or performing Company business, regardless of location, (3)
operating or being responsible for the operation, custody, or care of Company equipment
or other property, or (4) during the Work Day, a Team Member involved in the accident
or occurrence will be tested for drugs and alcohol. All Team Members who contributed
to the accident or occurrence will be tested, not just the Team Member(s) who reported
the accident or occurrence. If a Team Member has an injury that requires immediate
medical attention, the drug and alcohol testing will be administered in conjunction with
or after such medical attention.

3. Random Testing - A Team Member may be selected for random drug testing as
applicable under state law. There will be no supervisory discretion in the random
selection process. Team Members will be selected based upon a random selection
process. Team Members will be tested immediately following notification of selection.
Team Members will be reimbursed for reasonable travel costs.

4. Government Regulation - Team Members will be tested for drugs and/or alcohol to the
extent required by federal and/or state law.

5. Positive Results – Team Members who test positive for the presence of Illegal Drugs
(including a dilute positive) and/or alcohol under section IV.B. may be subject to
immediate termination. Tests returned with a negative dilute result will be required to
submit to a second test on the date and time required.

25
 C. The Company reserves the right in carrying out drug and alcohol testing, to make use of
hair drug testing, urinalysis, breath analysis, swab testing, and/or other testing as
appropriate.

D. Non-exempt Team Members will be suspended without pay pending the results of the
drug and/or alcohol tests. Non-exempt Team Members whose test results are negative
will be paid for any lost time. In accordance with the Fair Labor Standards Act, exempt
Team Members will be suspended with pay pending the results of the drug and/or alcohol
tests.

E. If the Company determines that a Team Member has violated this policy, the Company
may take appropriate corrective action and may impose discipline on offending Team
Members. The appropriate discipline may depend on the particular facts but may include
written or oral warnings, probation, reassignment of responsibilities, suspension, or
termination of employment.

V. Failure to Cooperate

A. An applicant who refuses to cooperate in any way will not be employed.

B. A Team Member who refuses to cooperate in any way will be subject to immediate
termination.

C. Examples of failure to cooperate include, but are not limited to:

i. Refusal to provide a specimen on the date and time requested;

ii. Refusal to submit to a retest if requested;
iii. Refusal to provide written consent to testing;
iv. Failure to provide a urine specimen (absent a valid medical reason);
v. Failure to provide a breath specimen (absent a valid medical reason);
vi. Shaving of body hair so that no specimen can be taken;
vii. Failure to submit to a search when and as requested.

VI. Voluntary Disclosure

A Team Member who voluntarily admits to having a drug and/or alcohol dependency problem will be
referred to the Employee Assistance Program. A Team Member will not be subject to discipline for his
or her voluntary disclosure if such voluntary disclosure takes place prior to being told s/he is subject to
testing or an investigation is taking place pursuant to this or any other policy. This disclosure cannot be
made in order to avoid disciplinary measures should one or more of those tests produce a positive or
other non-negative result. Failure to receive an assessment by the Employee Assistance Program, abide
by any recommended plan of recovery, and to submit to a return-to-duty test and periodic follow-up
testing for a period of time determined by the Company with input from the Employee Assistance
Program and/or Substance Abuse Professional will be subject to immediate termination. All costs
associated with this voluntary assessment and treatment will be the Team Member’s responsibility.

VII. Use of and Duty to Report Legal Drugs and Substances

The Company recognizes that Team Members may, from time to time, be prescribed legal drugs that,
when taken as prescribed or according to the manufacturer’s instructions, may result in their
impairment. Team Members may not work while impaired by the use of legal drugs if the impairment

26
might endanger the Team Member or someone else, pose a risk of significant damage to Company
property, or substantially interfere with the Team Member’s job performance. If a Team Member is so
impaired by the appropriate use of legal drugs, he or she may not report to work. To accommodate the
absence, the Team Member may use accrued sick leave or vacation time. The Team Member may also
contact his or her supervisor to determine whether or not he or she qualifies for an unpaid leave of
absence, such as family care or medical leave. Nothing in this policy is intended to diminish the
Company’s commitment to employ and reasonably accommodate qualified disabled individuals. The
Company will reasonably accommodate qualified disabled Team Members who must take legal drugs
because of their disability and who, because of their appropriate use of such drugs, cannot perform the
essential functions of their positions adequately or safely.

Team Members taking Legal Drugs or Substances that include warnings that the Legal Drugs or
Substances may affect an individual’s ability to perform his or her job safely because of the mental or
physical impact of the medication (in light of the nature of his or her job) are required to report their use
of such Legal Drugs or Substances to their local HR Representative or the Vice President of Human
Resources before commencing work. While an individual under such circumstances must disclose any
such medication, s/he should not disclose the reason for which the medication was prescribed. Human
Resources will determine whether the Team Member can report to work based on guidance from a
medical professional. If the determination is made that the Team Member would pose a significant risk
of substantial harm to self or others, the Company will explore whether any reasonable
accommodations can be made, including, but not limited to, if alternative duties are available or if the
Team Member should be placed on a temporary leave of absence. All prescription drugs must be kept
in their original containers. Team Members who fail to report such use of drugs that pose a significant
risk of substantial harm to others as required by this provision may be subject to immediate termination.

VIII. Unregulated or Authorized Conduct

A. Customary Use of Over-the-Counter Drugs:

Nothing in this policy is intended to prohibit the customary and ordinary purchase, sale, use,
possession, or dispensation of over-the-counter drugs, so long as that activity does not violate any
law or result in a Team Member being impaired by the use of such drugs in violation of this
policy.

B. Authorized Use of Alcohol:

The Company may provide alcohol for consumption at certain events, such as social
functions. The consumption of alcohol at these events does not violate this policy.

IX. Confidentiality

Disclosures made by Team Members to the local HR Representative concerning their use of legal drugs
will be treated confidentially and will not be revealed to managers or supervisors unless there is an
important work-related reason to do so in order to determine whether it is advisable for the Team
Member to continue working. Disclosures made by Team Members to the local HR Representative
concerning their participation in any drug or alcohol rehabilitation program will be treated
confidentially.

X. Searches

In order to monitor compliance with the Drug and Alcohol Policy, the Company reserves the right to
conduct searches of Team Members, their work areas (including locked desk drawers and lockers), and

27
 their personal property located on Company premises, including Team Members’ personal effects,
baggage, purses, billfolds, and vehicles.

This policy shall be interpreted and administered in accordance with applicable federal, state, and local
law.

Violence-Free Workplace

The Company is committed to fostering an environment that is safe and business-like for its Team
Members and clients. Under no circumstances will we tolerate physical violence or threatening behavior
in the workplace, on Company premises, or at work-related events. As part of this policy, the Company
seeks to prevent workplace violence before it begins, and reserves the right to deal with behavior that
suggests a propensity towards violence even prior to any violent behavior occurring.

I. Examples of Violent or Threatening Behavior

Examples of violent or threatening behavior may include, but are not limited to:

• Threats or insinuations of “getting even”;

• Physical aggression, whether it is demonstrated or threatened;
• Other behavior that suggests a propensity toward violence, which can include belligerent speech,
excessive arguing or swearing, sabotage, or threats of sabotage of Company property, or a
demonstrated pattern of refusal to follow Company policies and procedures;
• Defacing Company property or causing physical damage to the facilities;
• Dangerous pranks or practical jokes;
• Horseplay;
• Fighting, or
• Assault.

II. Firearms and Weapons

Possessing firearms and other weapons on Company premises, while on Company business or at
Company-sponsored events, is dangerous and, to the extent permitted by law, is strictly prohibited. To
the extent such restriction is not prohibited by law, no Team Member may bring a weapon to the
workplace or to a Company-sponsored event.

For purposes of this policy, a “weapon” means any item which could be used for the purpose of
inflicting bodily injury, which may include items that are legal to own.

III. Procedures for Reporting a Threat

Where to Call
All potentially dangerous situations, including threats by co-workers or any of the above-listed actions
or behavior, must be reported immediately to your supervisor or local Human Resources representative
or to any other member of management with whom you feel comfortable. All reports will be promptly
investigated. Reports will be kept confidential to the extent maintaining confidentiality does not
impede the Company’s ability to investigate and respond to the reports. No Team Member will be
subject to retaliation, intimidation or corrective action as a result of reporting a threat or other
workplace violence in good faith under this policy.

28
 Personal Situations
Sometimes Team Members may experience personal situations that could adversely affect the
workplace. Contact your supervisor or local Human Resources representative for any of the following
situations:

• There have been incidents of violence or threats against a Team Member where there’s a
possibility that the other party will seek out the Team Member at work;
• A Team Member has obtained a restraining order naming his/her workplace as a restricted area;
• A Team Member is receiving threatening or harassing telephone calls or emails at work; or
• A Team Member is the target of unwanted pursuit by someone who has been seen at or near the
workplace.

IV. Corrective Action and Discipline

If the Company determines that workplace violence has occurred, the Company may take appropriate
corrective action and may impose discipline on offending Team Members, up to and including
termination of employment. The appropriate discipline may depend on the particular facts. If the
violent behavior is that of a non-Team Member, the Company will take appropriate disciplinary action
in an attempt to ensure that such behavior is not repeated. In addition, the Company may request that
the Team Member participate in counseling, either voluntarily or as a condition of continued
employment.

Anti-Bullying Policy

I. Objective
All Team Members and clients have the right to be treated with dignity and respect. Under no
circumstances will the Company tolerate abusive conduct on Company premises or at work-related or
Company-sponsored events. This policy includes electronic communications by Team Members.

II. Definition of Abusive Conduct

Abusive conduct or bullying includes acts or omissions that would cause a reasonable person, based on
the severity, nature, and frequency of the conduct, to believe that a Team Member was subject to an
abusive work environment.

Examples of abusive conduct or bullying include, but are not limited to:

• Repeated verbal abuse, including derogatory remarks, insults, and epithets;

• Verbal, nonverbal, or physical conduct of a threatening, intimidating, or humiliating nature;

or

• The sabotage or undermining of a Team Member’s work performance.

A single act generally will not constitute abusive conduct, unless such conduct is determined to be severe
and egregious.

Abusive conduct does not include:

• Disciplinary procedures in accordance with adopted Company policies;

29
 • Routine coaching and counseling, including feedback about and correction of work
performance;
• Reasonable work assignments, including shift, post, and overtime assignments;
• Individual differences in styles of personal expression;
• Passionate, loud expression with no intent to harm others;
• Differences of opinion on work-related concerns;
• The non-abusive exercise of managerial prerogative.

III. Company Responsibility

The Company expects all managers, supervisors, and persons in positions of authority to provide a safe
and respectful work environment, to set a good example for others, and to ensure that any complaints are
addressed in a timely manner. Management must be vigilant for signs of inappropriate behaviors at work,
take action to resolve the behavior before it escalates, and to respond promptly where abusive behavior is
observed or alleged to have occurred. Management must ensure that all Team Members have access to
and are made aware of this policy and the procedures for reporting a complaint.

IV. Team Member Responsibility

Team Members must treat all other Team Members and clients with dignity and respect. No Team
Member may engage in threatening, violent, intimidating, or other abusive conduct or behaviors. Team
Members are expected to report any incidents of abusive conduct in accordance with this policy.

Team Members should cooperate with preventive measures introduced by management and recognize that
a finding of unacceptable behavior at work will be dealt with through appropriate disciplinary procedures.

V. Complaint Procedures
Where to Call
All potentially abusive conduct, including threats by co-workers or any of the above-listed actions or
behavior, must be reported immediately to your supervisor or the Human Resources Department or to any
other member of management with whom you feel comfortable. Complaints should detail each incident
of abusive conduct, including dates, times, location, and any witnesses.

Investigation & Confidentiality

All reports will be promptly investigated. Reports will be kept confidential to the extent maintaining
confidentiality does not impede the Company’s ability to investigate and respond to the reports. The
investigation will be conducted objectively, with sensitivity and due respect for all parties. The person
complained against will be notified that an allegation has been made and informed of the investigative
procedure. All impacted parties will be informed of the outcome of the investigation.

Corrective Action and Discipline

If the Company determines that abusive conduct has occurred, immediate and appropriate corrective
action will be taken against offending Team Members, up to and including termination of employment.
The appropriate discipline depends on the particular facts.

Supervisory staff who allow abusive conduct to continue or fail to take appropriate action upon learning
of such conduct are subject to corrective action, which may include participation in training, counseling,
changes in job duties, or disciplinary action, up to and including termination of employment.

If the abusive conduct is that of a non-employee, the Company will take appropriate action in an attempt
to ensure that such behavior is not repeated.

30
 VI. No Retaliation
No Team Member will be subject to retaliation--defined as any act of reprisal, interference, restraint,
penalty, discrimination, intimidation, or harassment--as a result of making a complaint or participating in
an investigation in good faith under this policy.

VII. Training
Managers, supervisors, and Team Members are responsible for reading and understanding this policy and
will be trained on abusive conduct prevention.

Protection of Company Property

It is important to safeguard all Company property and, to the extent it is within the Company’s
possession, client property.

Your desk, workspace, and equipment are Company property, and there may be times when it is
necessary for someone else to access the information or contents within them. To the maximum extent
permitted by applicable law, other Team Members with a reasonable need for such information have the
right to gain access to the desk and other Company property you use and review their contents at any time
with or without notice and with or without you present. There is no expectation of privacy with regard to
your use of any Company resources (including, but not limited to: desks, computers, voicemail systems
and cell phones).

For security reasons, the Company reserves the right to inspect all packages and parcels entering or
leaving the Company’s premises.

Confidentiality

I. Exempt Team Members

As a condition of your initial and continued employment with the Company, you agree that during and
after your employment you shall not disclose to any third party any confidential or proprietary
information of the Company, any of its affiliates or subsidiaries, or any of their respective owners,
members, directors, managers, and Team Members. You further agree that during and after your
employment you will not disparage, verbally or in writing, anyone in the Company or any of its
affiliates or subsidiaries, including any of their respective owners, members, directors, managers, or
Team Members, and their family members. You must sign and return the Company’s confidentiality
policy to reflect your agreement. Nothing in the confidentiality policy prohibits you from reporting any
possible violations of law or regulation to any government agency or entity, including but not limited to
the Department of Justice and the Securities and Exchange Commission, or making any other
disclosures that are protected under the whistleblower provisions of law or regulation. You are not
required to notify the Company that you will make or have made such reports or disclosures.

II. Non-Exempt Team Members

As a condition of your initial and continued employment with the Company, you agree that during and
after your employment you shall not disclose to any third party any confidential or proprietary
information of the Company, any of its affiliates or subsidiaries, or any of their respective owners,
members, directors, and managers. You must sign and return the Company’s confidentiality policy to
reflect your agreement. Nothing in the confidentiality policy prohibits you from reporting any possible
violations of federal law or regulation to any government agency or entity, including but not limited to
the Department of Justice and the Securities and Exchange Commission, or making any other

31
 disclosures that are protected under the whistleblower provisions of law or regulation. You are not
required to notify the Company that you will make or have made such reports or disclosures.

Conflict of Interest Policy

I. General

Team Members should not use their Company positions for personal profit or to gain other personal
advantage. To be a successful Team Member, you must devote your full attention and energy to your
responsibilities. It is therefore imperative that you avoid situations in which other interests or
relationships might affect your ability to perform your duties. Generally speaking, any activity or
interest that adversely affects the conduct of the Company’s business, involves the misuse of a Team
Member’s position or the Company’s information or resources, or could discredit the Company is a
conflict of interest.

The following are deemed to be actual conflicts of interest, which are strictly prohibited:

• Participating in any enterprise in competition with the Company

• Using proprietary or confidential Company information, or its assets, for personal gain or to
the Company’s detriment
• Making unauthorized financial commitments and/or promises of other support, on behalf of
the Company to outside organizations or activities

What Team Members are prohibited from doing directly may not be done indirectly through relatives,
friends, or others. If a Team Member’s spouse, relative, or close personal friend is an associate of, or
has a substantial interest in, a business seeking a business relationship with the Company, Team
Members may not attempt to use their position with the Company to influence the decision-making in
any way. Team Members directly involved in procurement functions must declare this conflict of
interest to their supervisor immediately.

II. Gifts and Entertainment

The Company recognizes there are times when customers or suppliers will provide gifts or
entertainment opportunities to Team Members, and when Team Members may want to offer the same to
customers or suppliers. It is the Company’s policy that all relationships with actual or potential
customers or suppliers be based entirely on sound business decisions and fair dealing. Business gifts
and entertainment can build goodwill, but they can also make it harder for the recipient to be objective
about the person providing the gift or entertainment. In short, gifts and entertainment can create their
own conflicts of interest. Remember that you are giving and receiving any gift/entertainment on behalf
of the Company, and not as an individual.

As a general guideline, Team Members shall not solicit, accept or provide:

• Anything that compromises or appears to compromise the integrity of the business
relationship;
• Items that place you or others in an unsafe environment (e.g., gifts of liquor, wine, beer or
alcohol-related activities);
• Anything that potentially embarrasses or damages your reputation or the reputation of the
Company (e.g., adult entertainment establishments);
• Items that are extravagant, lavish or of more than nominal value (worth more than $50.00) or
would be likely to impose a sense of obligation on the giver or recipient;

32
 • Items that would result in any special or favored treatment between the giver and recipient; or
• Cash gifts or equivalents, whether in the form of gift certificates, gift cards, prepaid debit
cards or consumption cards (absolutely prohibited under any circumstances).

Examples of generally acceptable gifts, assuming they are of nominal value, include:
• Fruit baskets and other foods;
• Flowers; and
• Standard sales promotion, advertising or publicity items (such as logoed items).

Examples of permissible entertainment include:

• Refreshments before, during or after a business meeting;
• Meals before, during or after business meetings or when otherwise business-related; and
• Infrequent business-related invitations to engage in activities such as golfing, hunting,
fishing, sporting, theater or other cultural events or a dinner invitation when accompanied by
a representative of the supplier or customer.

If an overnight stay is involved, the Team Member should give consideration to the nature of the
business purpose in relation to the entertainment provided. In any case, the Team Member must advise
his or her supervisor that an overnight stay is involved and obtain approval prior to accepting.

Accepting or providing gifts or entertainment from or to actual or potential suppliers, customers or

other persons should be infrequent, freely offered, consistent with the customer or supplier’s policy
and/or practice, be reasonable and customary in scope, not illegal, and have a business-related purpose
that advances the Company’s interests.

III. Bribes and Solicitation of Gifts or Entertainment

In most jurisdictions, the law prohibits the payment of bribes and other forms of unlawful remuneration
to a holder of public office in exchange for the purchase, ordering or recommendation of any products,
installations, services or goods. Accepting bribes and other forms of unlawful remuneration is also
prohibited in these jurisdictions. In addition, some jurisdictions also prohibit the payment and
acceptance of bribes by or to other persons and/or economic entities.

For this reason, Team Members must not pay or accept any bribes or other such forms of remuneration,
regardless of the jurisdiction in which they carry out their activities. Team Members shall not solicit
gifts, cash, cash equivalents or entertainment from anyone. Soliciting gifts, cash, cash equivalents or
entertainment, either directly or indirectly for yourself for family members is strictly prohibited (and, in
some countries, might be a criminal offense). The size of the gift, cash, cash equivalent or
entertainment is immaterial.

For more information regarding this subject, refer to the Company’s Foreign Anti-Corruption Policy,
which can be found on ADP Vantage under “Company Policies.”

IV. Disclosure Requirements

All potential and actual conflicts of interest or material transactions or relationships that reasonably
could be expected to give rise to such a conflict or the appearance of such a conflict must be promptly
communicated to the Law Department. Team Members should take care to report conflicts to a person
who they believe is not involved in the matter giving rise to the conflict.

33
 Any Team Member who has a doubt about whether a conflict of interest exists after consulting this
provision must contact the Human Resources Department, Law Department, or the Company’s
confidential Ethics Hotline by telephone at 1-800-737-1213 or online at www.
AutoPlusPepBoys.ethicspoint.com so that s/he can receive assistance in making that determination.

This policy shall be interpreted and administered in accordance with applicable federal, state, and local
law.

If you have any questions concerning this Policy or require further assistance or information, contact
your local Human Resources representative.

Fraternization Policy

Whenever a romantic or sexual relationship develops between a Team Member and his/her
supervisor/manager, the supervisor/manager must immediately advise Human Resources of the
relationship. In order to avoid potential issues (such as actual or perceived favoritism or conflicts of
interest), the Company reserves the right to take responsive action upon notice of such a relationship,
including the transfer or termination of one or both individuals involved in the relationship.

All Team Members are discouraged from entering into and should endeavor to refrain from dating or
engaging in relationships of a romantic and/or sexual nature with a coworker or supervisor. If a romantic
or sexual relationship between a supervisor/manager and a Team Member or between a Team Member
who gives work direction to another Team Member should develop, it shall be the responsibility and
mandatory obligation of the supervisor/manager to promptly disclose the existence of the relationship to
the Vice President of Human Resources or the General Counsel if the relationship involves a Human
Resources Team Member, who will inform others who need to know the existence of the relationship.
The Team Member may make the disclosure as well, but the burden of doing so shall be on the
supervisor/manager or the Team Member providing work direction. Failure to disclose the existence of
the relationship, in accordance with this policy, may lead to disciplinary action, up to and including
termination of employment. Based on such disclosure, the Company reserves the right to determine the
appropriate response, which may include terminating or transferring one or both individuals.

Romantic or sexual relationships between Team Members can cause various issues, including interference
with work operations or job performance, damage to employee morale and productivity, and accusations
of favoritism or disparity. For these reasons, the Company reserves the right to take all appropriate action
to avoid such issues, including by transfer or termination.

You should also ensure your personal relationships (permitted outside business interests, landlord/renter,
friendships, etc.) with other Team Members do not interfere with your work or create the perception of
favoritism. Should that occur, the Company may transfer you or the other individual to another location or
department or take other corrective action. Please refer to the Company’s Conflict of Interest Policy.
This policy shall apply without regard to gender and without regard to the sexual orientation of the
participants in a relationship of the kind described.

Cell Phone Policy

This policy applies to all Team Members while driving a Company vehicle, or while driving any other
vehicle (rented/leased/borrowed/personal) while conducting Company business.

34
The use of personal cell phones or electronic devices (including mp3s and gaming systems) in the
workplace are limited to scheduled break periods. Management reserves the right to make exceptions to
the use of personal devices in cases of emergencies.

It is well supported by accident statistics that using a cell phone, either a hand-held or a hands-free model,
while operating a motor vehicle distracts a driver’s attention from traffic conditions. The Company
discourages even hands-free cell phone use while driving, and Team Members are only permitted to use a
hands-free cell phone while driving when absolutely necessary and when permitted by federal, state and
local law.

Texting while driving is strictly prohibited. Team Members are to refrain from texting while driving at all
times.

Accidents incurred while the Team Member is operating a vehicle and using a cell phone may be
considered to have been preventable, and the Team Member may be subject to disciplinary action up to
and including termination.

The Company reserves the right to monitor Team Members’ compliance with this policy. By accepting a
Company-issued cell phone, Team Members consent to the Company’s right to conduct monitoring for
compliance purposes.

Any Team Member who fails to comply with this policy will be subject to disciplinary action up to and
including termination.

Smoking

In order to comply with government regulations, the Company has prohibited smoking throughout its
workplace. This restriction includes, but is not limited to, the smoking of cigarettes, cigars or pipes, and
the use of electronic or e-cigarettes (also known as vaping).

Team Members are protected from retaliatory action or from being subjected to any adverse personal
action for exercising or attempting to exercise their rights by requesting enforcement of the smoking
policy. Any Team Member who believes s/he has been subjected to retaliatory action in violation of this
policy should report such action immediately to his/her local Human Resources representative. The
Company will promptly investigate any claims of retaliatory action. Violations of this policy may result
in appropriate corrective disciplinary action, up to and including termination.

Fire Prevention

The building in which the Company is located conducts regular fire drills, and all Team Members are
expected to participate as required. Team Members must use caution when using the kitchen facilities
that are available for their use.

Solicitation and Distribution

Team Members may not solicit any other Team Member during work hours. Team Members are also
prohibited from distributing literature or other non-business-related materials for any purpose during work
hours.

Persons not employed by the Company may not solicit Company Team Members for any purposes or
distribute non-business-related materials or literature while on Company premises.

35
Social Media Policy

I. General

Social media has become a great way to connect with friends, family, and colleagues to share
information, ideas, and interests on a personal and professional level. The Company recognizes that
many Team Members maintain or participate in various online media or forums, including blogs, chat
rooms, social networking websites or profiles, personal websites, and online discussion groups,
message boards and personal blogs (collectively, “Social Media”) that sometimes mention work
interests, observations, and activities. Additionally, Team Members may sometimes post and
participate in online dialogue with official Company Social Media channels on Facebook, LinkedIn,
and Twitter—to name just a few. This Team Member Blogging and Social Media Policy (this
“Policy”) is intended to provide guidance to Team Members to allow for the thoughtful and
constructive use of Social Media while ensuring that all such activities satisfy all of the Company’s
confidentiality, legal and ethical responsibilities.

We recognize that work is a big part of our lives, and you may want to touch upon work-related issues
when posting about “events of the day.” Remember, online postings and conversations are not private,
and what you post could be shared by others.

If you are posting about issues or events that might in some way concern or relate to the Company,
people may perceive you to be talking on behalf of the Company. Like any other external
communication, anything you post online about the Company and our industries is public and is subject
to our Code of Business Conduct and Ethics, as well as our corporate disclosure policy, and anti-
discrimination and anti-harassment policy. If online conduct is in violation of the Company’s policies,
the Company may take appropriate disciplinary action, up to and including termination of employment.

This policy applies to all Internet communications concerning the Company that may be accessed by
others, whether such communications are made via the Company’s computer systems, a personal
computer, mobile phone, or any other device. This Policy will apply to you at all times during your
employment.

When using Social Media, Team Members are reminded that they are required to comply at all times
with the Company’s Code of Business Conduct and Ethics, and all policies regarding confidential and
proprietary information, client confidentiality, and any applicable confidentiality or non-disclosure
agreements.

• Never discuss confidential Company information such as the Company’s clients or prospective
clients, competitors, vendors, or business partners without their permission. Confidential and
proprietary information includes, but is not limited to: trademarks, information that has been
designated as a trade secret, information that contains details about unreleased products, business
plans, Company marketing or product strategies, sales, finances, number of products sold,
competitors, alliance partners, or similar information that is not already open and available to the
public. Remember, you must not disclose any information protected by laws [such as (insert
name of proprietary networks, etc.)].

• Never discuss, identify, or provide personal information; such as, social security numbers,
information about minor children, or health issues of coworkers, customers, prospective
customers, or vendors without first obtaining their permission.
• Never post information about the Company, your coworkers, customers, prospective customers,
competitors, vendors, or other business partners that is threatening, intimidating, maliciously
false, or otherwise violates the Company’s non-discrimination policies.

36
 • Respect all trademarks, copyrights, and other intellectual property rights and laws. For the
Company’s protection as well as your own, it is critical that you respect the laws by governing
copyright, trademarks, and intellectual property including the Company’s own copyrights,
trademarks, patents, and brands. Whenever referencing any material online—especially
copyrighted material—always disclose the source.

• The Company has provided you with a number of ways to communicate with management, new
and existing clients, vendors and the public. You should never use your personal Social Media
outlets to conduct the Company’s business unless authorized by [your supervisor]. Doing so can
cause numerous problems, including confusion and the potential for inadvertent disclosure of
confidential business information. Remember you are not authorized to speak on behalf of the
Company nor should you represent, directly or indirectly, that you possess such authorization.

• When sharing links, make sure you trust the source before reposting. Don’t blindly pass on a
link--make sure you’ve looked at the content first.

II. Other Considerations

Nothing in this Policy shall be deemed to limit or infringe upon Team Members’ rights under applicable
law, including, without limitation, Team Members’ rights to engage in collective activity for the mutual
aid and protection of other Team Members, as defined by the National Labor Relations Act, or your
personal interaction or commentary online or speech that is protected by the law, or to preclude Team
Members from complying with a court order or subpoena, or providing truthful information to any
federal, state, or local government agency in connection with any charge or investigation.

From time to time, the Company may, but is not obligated to, monitor what past, current and
prospective customers and Team Members, news media outlets, analysts and other parties say publicly
about the Company. The Company has a legitimate business reason for monitoring what people say
about the Company in the public domain, including information that people post in Social Media and
other online forums. The Company benefits in many ways from viewing this information, including
having visibility to the Company’s reputation and our brand’s reputation among key stakeholders and
opinion leaders, identifying business opportunities and competitive threats, capturing and responding to
customer feedback, and reviewing background information on potential new customers and suppliers,
among others.

Motor Vehicle Safety Policy

I. General

To improve safety for our Team Members and our customers, the Company has adopted the following
policy regarding the operation of motor vehicles.

If you drive a motor vehicle (a Company vehicle, a customer’s vehicle, or any other vehicle) while
performing your job, you are responsible for complying with the licensing requirements of the state in
which you reside. In a “Driver” position, you are expected to maintain your driving privileges in good
standing so that you can perform the requirements of your position. You are also expected to operate any
motor vehicle as part of your job safely and in compliance with all federal, state and local traffic laws and
regulations. Violations of this policy will lead to disciplinary action, up to and including termination
of employment.

37
If you operate a commercial motor vehicle, in addition to complying with this Motor Vehicle Safety
Policy you are also required to comply with the Commercial Motor Vehicle policy.

II. Valid Operator’s License

All Team Members operating a vehicle on Company business or operating a vehicle owned, leased, or
rented by the Company are to have a current, valid operator’s license at all times. Team Members who
drive on Company business are to immediately report any new restrictions imposed on their licenses
to their manager within 24 hours of the time such restrictions are imposed and to stop driving
immediately upon learning of such restrictions. Examples of “restrictions” include, but are not limited
to, License Expired, License Suspended, Medical Restrictions, Alcohol/Drug Restrictions, ignition
interlock device restrictions, Operate with Licensed Driver Only, License suspended or revoked, and
Temporary Permit. Your manager is required to report a change in the status of your license to the
appropriate HR Representative immediately following notification by you of the restriction. Failure to
report any change in the status of your driver’s license within the requisite time frame may result in
disciplinary action, up to and including termination of employment. The appropriate HR
Representative must approve, for future driving activities, any Team Member that has a restricted,
suspended, or revoked operator’s license and who has obtained an exemption or waiver to allow the
Team Member to drive solely in the course of employment. The Company reserves the right to refuse
to accept any such exemption or waiver at its sole discretion.

III. Driver License History

Your driving history may be reviewed at any time during your employment. When involved in an
accident while operating a vehicle in the course of your employment as well as annually, your driving
record will be examined for violations. This review may result in a change in your job duties or
termination of employment.

Team Members with unacceptable driving records or with drivers’ licenses that have been suspended
or revoked may be terminated from employment if driving is a primary requirement of their
position. If driving is not a primary job requirement, appropriate disciplinary action will be taken
and the Company may remove you from any driving activities. If it is discovered that a Team
Member is driving for the Company with a suspended or revoked license, the Team Member will
be subject to disciplinary action, up to and including termination of employment.

IV. Motor Vehicle Accidents

Accidents will result in appropriate disciplinary action depending on the severity and frequency of
the incidents. In accordance with the Company’s Drug and Alcohol policy, Team Members will
be sent for drug testing immediately following such accident if it is determined that the accident
was preventable on the part of the Team Member. Team Members in positions that operate
Company or customer vehicles daily with less than 90 days of service will be terminated
immediately after one preventable accident within 90 days. Team Members in positions that
operate Company or customer vehicles daily with 90 days or more of service will be terminated
immediately following two at-fault accidents within any 12-month period or immediately following
the third preventable accident during the course of employment. Refer to the chart below for Driver
Categories, definitions, and associated disciplinary action.

Any preventable accident that results in bodily injury and/or significant vehicle/property damage,
as well as any accident in which contributory negligence is found will result in disciplinary action,
up to and including termination of employment.

38
 V. Motor Vehicle Accident Reports

Team Member drivers involved in an accident (preventable or not) must immediately notify the
manager of the occurrence and are expected to submit an accurate, written report to their manager
within eight hours of the accident, and the Team Member’s manager then must initiate an accident
claim within 24 hours to their respective insurance carrier. Refer to your company’s Accident
Reporting Standard Operating Procedure (SOP) for detailed information.

If the Team Member or Team Member’s spouse is at fault in an accident in an assigned Company
vehicle, the Company reserves the right to recover the applicable deductible from the Team Member.

If an unauthorized person is involved in an accident in an assigned Company vehicle:

1. The driver may be personally responsible for all damages.

2. The Company reserves the right to pursue recovery of damages, including bodily injury;
property damage; and expenses related to the accident, including any damages assessed
against the Company by virtue of any litigation, judgment, verdict or settlement.
3. The Team Member to whom the vehicle is assigned may be subject to disciplinary action, up
to and including termination of employment.

VI. Traffic Citations

Team Members receiving a parking ticket, traffic ticket, toll violation, arrest, or other citation must
immediately report receipt of the ticket, citation or arrest to the Company whether you are driving a
Company, customer, or other vehicle. Team Members must also report receipt of any parking ticket,
traffic ticket, citation, violation, or arrest if it will change the status of your driving record regardless of
whether you are in a Company, customer, or other vehicle. This includes, but is not limited to, a
DUI/DWI citation and/or other reasons your license becomes suspended/invalid. You are responsible
for all fines assessed - including any penalties for failure to make timely payment; however, paying the
fine does not mean other disciplinary action will not be taken by the Company. The Company reserves
the right to take immediate disciplinary action, up to and including termination of employment, against
a Team Member who is arrested or charged for a serious traffic offense, including, but not limited to, a
DUI/DWI citation even before a conviction or plea agreement is reached.

It is also your sole responsibility to verify that any Company vehicle assigned to you has the necessary
registration and insurance cards in the vehicle at all times. You must notify your manager immediately
of any expired registrations or insurance cards. Your manager will ensure that such registration or
cards be updated. You must never drive any vehicle that does not have a valid and current registration
and insurance card.

VII. Rules for Safety and Risk Management

The following should not be considered as a complete list, but rather a list of some of the
more common examples of the types of rules necessary for safety and risk management:

• Company and customer vehicles must only be driven by authorized Team Members. Personal use
of Company and customer vehicles is strictly prohibited.
• No unauthorized persons are ever permitted in Company or customer vehicles or in personal
vehicles while on Company time and/or Company business.
• Fuel cards are not to be used for any other purpose other than for fuel while on Company
business.

39
 • Team Members are required to wear seat belts whenever operating a Company, customer, or
personal vehicle on Company time and/or Company business in compliance with Company
policy and state law. In addition, Team Members are required to ensure that any authorized
passengers in the vehicle are wearing seatbelts.
• Team Members are required to obey all traffic rules, signs, and devices and must drive
courteously and practice defensive driving techniques at all times.
• The use of a radar detector, radar jammers, or any other similar device used to detect the presence
of an instrument that measures a vehicle's speed is prohibited.
• Drivers are prohibited from operating a commercial motor vehicle under the influence of any
illegal substance or prescribed medication that may impact safe driving. In addition, Team
Members are prohibited from driving a vehicle on Company business within four (4) hours after
consuming any alcoholic beverage.
• Drivers are responsible for the security of the Company vehicles assigned to them.
• Whenever the vehicle is left unattended, the engine must be shut off, ignition keys removed, and
the doors locked.
• Team Members are strictly prohibited from texting or looking at texts or emails on personal
device assistants while driving.
• Other activities that distract from driving are also prohibited while operating a Company,
customer, or other vehicle, including, but not limited to, reading, listening to loud music, and
grooming.
• CDL drivers must fully comply with Department of Transportation (DOT) regulations that govern
their license and medical recertification.
• Team Members are required to maintain vehicle insurance for their personal vehicle if it is used
for Company business in compliance with state regulations and the Runzheimer car allowance
program, if applicable.
• The Company forbids hand-held communication devices (cell, texting, etc.) while driving.
However, if it is necessary to make or receive work-related phone calls, the Team Member must
either pull off the road or use the hands-free option. At no time should cell phone use take priority
over the safe operation of the vehicle. Accidents incurred while the Team Member driver is using
a cellular phone may be considered to be preventable, and the Team Member driver will be
subject to disciplinary action, up to and including termination of employment.

VIII. “How’s My Driving?” or “Safety First” Program

This program is designed to promote safe driving throughout the Company. All Delivery or Loop
vehicles must have proper decals on the vehicle. Refer to the How’s My Driving? SOP located on the
Risk Management page of the intranet for complete details.

IX. Vehicle / Driver Monitoring Device

These devices are designed and used to promote safe driving throughout the Company. At no time is a
Team Member allowed to deactivate, tamper, or otherwise disable these units.

X. Vehicle Care and Maintenance

As a driver of a Company vehicle, it is your responsibility to maintain the repair and maintenance of the
vehicle. Vehicle repair and maintenance schedules can be found in the Pre-Approved Company Vehicle
Maintenance Chart.

40
 You are responsible for maintaining the vehicle in a clean condition. Car washes and detailing are non-
reimbursable expenses and must not be submitted for reimbursement.

Company vehicles may not be modified for towing purposes, unless specifically required for Company
business and first approved by the Director of Property Management. Additionally, Company vehicles
may not be used to tow any personal recreational vehicles including boats, campers, dune buggies,
tractors, etc. Bumper stickers are not permitted on a Company vehicle.

XI. Team Members with an Assigned Company Vehicle

Legal spouses are the only family members authorized to drive a Team Members’ assigned Company
vehicle, and all rules and procedures outlined in this policy apply. The safe and lawful operation of the
vehicle remains your responsibility. Before being allowed to drive, a legal spouse is required to review
and acknowledge receipt of this policy, and to provide the Company with a copy of a valid operator’s
license.

It is your responsibility to maintain a mileage log of your business, commute, and personal miles driven
throughout the year as this information will be requested at the end of the calendar year and used to
determine the tax rate to be applied to your earnings.

Although fuel expense for average personal use can be placed on the ARI/WEX Fuel Card, any fuel
expense incurred for personal one-way travel over 150 miles must be pre-approved by your manager or
not placed on the ARI/WEX Fuel Card.

Any toll-related expense for personal use while driving a Company vehicle is your responsibility.
Business-related tolls must be submitted through the relevant travel and entertainment process for
reimbursement. If you use an electronic toll collection service, such as EZ Pass, that allows you to
automatically pass through tolls and later charges your credit card, you must provide a line-item receipt
showing your business-related travel in order to be reimbursed for these tolls. A credit card statement
will not be accepted. Refer to your organization’s travel and entertainment policy for additional details.

Operating an assigned Company Vehicle Outside of the U.S. (Canada and Mexico)

Team Members are not authorized to cross country lines in a Company vehicle without prior written
consent from their manager. The Team Member must also notify Automotive Resources International
(ARI) via email, pepboys@arifleet.com at least 24 hours prior to leaving the United States.

XII. Disciplinary Action (Up to and Including Termination of Employment) for Violations and
Unsafe Driving While Using a Company, Customer, or Other Vehicle while on Company-
Approved Business

Violations and Unsafe Driving consist of, but are not limited to:

• Felony, homicide, or manslaughter involving the use of a motor vehicle

• At-fault accidents resulting in personal injury of a Team Member and/or a third party
• Driving under the influence of drugs or alcohol
• Leaving the scene of an accident
• Attempting to elude a police officer
• License suspension or revocation resulting from accidents or moving violations
• Reckless, negligent, or careless driving

41
 • Following too closely or tailgating
• Erratic lane-changing
• Speeding
• Failure to obey traffic signs/signals
• Failure to yield
• Illegal turn
• Texting or talking on a handheld telephone while driving

The following chart summarizes the action that will generally be taken for the violations
enumerated in this policy. Management reserves the discretion to take any action it sees fit
depending on the circumstances.

Violation
(personal or Disciplinary Disciplinary
Driver Category1 Company Service with Action – Initial Action – Mandatory Safe
business) Company Offense Repeated Driving Courses
Offense
Always Drivers DUI/DWI2 – with Not Applicable Drug test and Not Applicable Not Applicable
or without loss of Termination
license
Always Drivers Moving violation Not Applicable Driving record 2nd citation: Final Choose
or citation reviewed for 36 disciplinary appropriate Driver
months prior to warning Safety course in
violation/citation 3rd citation: ADP MyLearning
1st citation: Termination of within seven days
Disciplinary employment of 1st citation.
warning

Always Drivers One preventable < 90 days Drug test and

accident within 90 termination of
days employment
Two preventable > 90 days Drug test and
accidents within termination of
any 12-month employment
month period
Three preventable > 90 days Drug test and
accidents over the termination of
course of employment
employment

1
Driver Categories:
Always Drive: Positions that operate Company or customer vehicles daily. For example, all Commercial
Department employees, Service Advisors, Field Support (e.g., Area Directors, HR Representatives, Loss
Prevention Managers).
Occasional Drivers: Positions that may have to fill in for a driver on occasion. For example, Retail
Managers, Sales Associates.
2
Or any other similar offense.

42
 Violation
(personal or Disciplinary Disciplinary
Driver Category 1
Company Service with Action – Initial Action – Mandatory Safe
business) Company Offense Repeated Driving Courses
Offense
Always Drivers Loss of license or Not Applicable Reassignment if Choose
driving privileges available; appropriate Driver
otherwise, Safety course in
termination of ADP MyLearning
employment within seven days
of 1st citation.
Always Drivers Unsafe driving Not Applicable Disciplinary 2nd citation: Final Choose
report from warning disciplinary appropriate Driver
How’s my driving warning Safety course in
or vehicle 3rd citation: ADP MyLearning
monitoring device Termination of within seven days
employment of 1st citation.
Occasional Accident – Not Applicable Action Action Choose
Drivers preventable commensurate commensurate appropriate Driver
with the severity with the severity Safety course in
of the accident of the accident ADP MyLearning
and surrounding and surrounding within seven days
circumstances circumstances of 1st citation.
Occasional Loss of license Not Applicable Action
Drivers commensurate
with
circumstances
All positions Failure to report Not Applicable Disciplinary
requiring a valid license status action, up to and
driver’s license update to manager including
termination of
employment.

Disciplinary Action

All Team Members are expected to meet the Company’s standards of work performance. Dependability,
attendance, punctuality, and a commitment to your job are essential at all times. As such, Team Members
are expected to work on all scheduled work days and during all scheduled work hours and to report to
work on time.

If a Team Member does not meet these standards, the Company may, under appropriate circumstances
and in its sole discretion, take corrective and/or disciplinary action, including termination of employment.

The intent of corrective action is to formally document problems while providing the Team Member with
a reasonable time within which to improve performance. The process is designed to encourage
development by providing Team Members with guidance in areas that need improvement such as poor
work performance, attendance problems, personal conduct, general compliance with the Company’s
policies and procedures, and/or other disciplinary problems.

43
CHAPTER 4: POLICIES AND PROCEDURES

Accounting Practices

The Company’s financial statements are required to comply with generally accepted accounting standards
and practices, rules, regulations, and controls. No Team Member shall establish any undisclosed or
unrecorded funds or assets for any purposes, or make, or tolerate to be made, false or artificial statements
or entries for any purpose in the books or records of the Company.

To the extent that such matters are within the scope of the duties of a Team Member, s/he must: (a)
ensure that accounting entries are promptly and accurately recorded and properly documented and that no
accounting entry intentionally distorts or disguises the true nature of any business transaction; (b)
maintain books and records that fairly and accurately reflect the Company’s business transactions; (c)
devise, implement, and maintain sufficient internal controls to assure that financial recordkeeping
objectives are met; and (d) provide for the proper and prompt recording of all disbursements of funds and
all receipts.

Errors or possible errors or misstatements in the Company’s books and records must be brought to the
attention of the Team Member’s supervisor promptly upon discovery thereof. The supervisor shall
promptly inform the Chief Executive Officer and the Chief Financial Officer of any such error or
misstatement.

All Team Members are expected to cooperate with the Company’s internal and outside auditors.

Document Retention

The Company seeks to comply fully with all laws and regulations relating to the retention and
preservation of records. All Team Members shall comply with the Company’s policies regarding the
retention and preservation of records or as otherwise instructed by the Company’s Law Department. For
a copy of the Company’s document retention schedule, contact the Company’s General Counsel. Under
no circumstances may Company records be destroyed selectively or maintained outside Company
premises or designated storage facilities.

If the existence of a subpoena or impending government investigation becomes known to a Team

Member, the Team Member must immediately contact his/her supervisor and the Company’s General
Counsel. Nothing in this policy prohibits you from reporting any possible violations of law or regulation
to any government agency or entity, including but not limited to, the Department of Justice or the
Securities and Exchange Commission, or making any other disclosures that are protected under the
whistleblower provisions of law or regulation. You are not required to notify the Company that you made
(or intend to make) such reports or disclosures.

Team Members must retain all records and documents that may pertain to an investigation or may be
responsive to a subpoena. Any questions concerning the destruction or disposition of records or
documents should be directed to the Company’s General Counsel before the record or document is
disposed of. Team Members shall strictly abide by the directions of the Company’s General Counsel in
handling such records or documents.

44
Receipt of Legal Process and Subpoenas

Failure to pass along legal documents in a timely manner can have serious adverse consequences to the
Company. In order to comply with our legal obligations and to protect the Company, you must notify
your supervisor immediately when any legal notices are delivered to a Company location. Some
examples include:

• Licenses/permit renewals
• Lawsuits
• Letters from attorneys (state or private attorneys)
• Subpoenas and hearing notices
• Notices of violations or tickets
• Default letters
• Tax notices
• Wage garnishment or support orders
• Workers’ compensation claims

All documents in any of the above categories, except for tax documents, must be immediately
scanned/emailed to legal@icahnautomotive.com or faxed to 888-572-3273. All tax-related documents
must be immediately scanned/emailed to taxdept@autoplusap.com or faxed to 540-857-3768.

Original notices must be immediately mailed to the General Counsel at 112 Townpark Drive NW, Suite
300, Kennesaw, GA 30144 or kept and filed in a secure location.

If you have any questions about what to send or where to send it, call the Law Department at 888-462-
7350.

Public Communications and Media Relations Guidelines

I. General

Formal communications with key constituencies is an integral component in developing the Company’s
various business activities and in providing an understanding of the Company.

Team Members participating in a public forum should be aware that anything said can be quoted by the
media. For this reason, public statements of all kinds require sensitivity, care, and consideration. Any
Team Member who speaks or writes on an industry issue should first find out whether the Company has
formulated a position on such issue and should consider whether the issue has possible implications for
clients or other colleagues or departments. In all cases, care must be taken that a Team Member’s
professional opinion is not mistaken for the policy of the Company.

Any non-exempt Team Member planning to speak or write on a potentially proprietary subject should
first check with the Company’s General Counsel.

Any exempt Team Member must first check with the Company’s General Counsel before speaking or
writing on any subject relating to or touching on the business of the Company.

45
 II. Responding to the Media

All media inquiries will be responded to by the Company only through designated spokespersons.
Team Members should respond to media inquiries by stating that s/he is not authorized to speak on
behalf of the Company and should direct the inquiry to the Company’s Communications Department.

Board Memberships and Outside Affiliations

Team Members must obtain approval of the Company’s General Counsel before serving on the boards of
directors or similar bodies of for-profit enterprises or government agencies.

Loans

Team Members may not directly or indirectly receive from the Company any personal loans.

Electronic Information Systems

The Company’s computer, Internet, and communications systems, which include, but are not limited to,
computer software, computer hardware (including any peripheral equipment), e-mail system, e-mail
addresses, file servers, voicemail system, instant messaging, Company-issued mobile devices (and the
managed area of any other mobile device authorized for use in the Company’s business), Internet access,
and all files and information stored on these systems (collectively, “Computing Resources”) are the
property of the Company and are provided to facilitate the effective and efficient conduct of the
Company’s business. Users are permitted to access and use Computing Resources for legitimate business
use to assist in the performance of their jobs. By using the Computing Resources, you acknowledge and
consent to all of the terms and conditions of this Electronic Information Systems policy.

This policy applies equally to the Computing Resources that are:

• Accessed on or from the Company’s premises;

• Accessed while off the Company’s premises;
• Accessed using the Company’s equipment or via any remote access methods; or
• Used in a manner that identifies the individual’s association with the Company.

I. Use Limited to Business Purposes

The Computing Resources have been provided by the Company to its Team Members for use in
conducting Company business. All communications, programs, applications, data and information
transmitted by, received from, or stored in these systems are Company records and property of the
Company. The Resources are to be used first and foremost for Company purposes. Use of the
Computing Resources for personal purposes should be kept to a minimum and must not interfere with
Company business or productivity, or conflict with any Company policy or procedure. For purposes of
this restriction, Team Members who are already authorized to use the Company’s email for business
purposes are not prohibited from communication with other Team Members via email during non-
working time. Under no circumstances, however, may a Team Member disturb the work of others to
communicate during their working time.

Team Members’ access to the Computing Resources is limited to documents, emails, and other
information that is necessary for their jobs and to which they have been given access. Team Members
are prohibited from searching for, accessing, viewing, printing and/or using documents, e-mails, and
any other data stored on the Computing Resources in the absence of a legitimate business need or

46
Company objective, and any such use will be considered unauthorized. All use of the Computing
Resources, whether for business purposes or personal purposes, must comply with this policy and all
laws and guidelines set forth under federal, state or local, law.

II. Monitoring and No Expectation of Privacy

Team Members have no expectation of privacy in any message, file, image, or data stored in, created,
sent, retrieved, or received by use of the Company’s Computing Resources. To the maximum extent
permitted by applicable law, the Company has a right to monitor any and all aspects of the Computing
Resources including, but not limited to, sites, instant messaging systems, chat groups, or news groups
visited by Team Members, material downloaded or uploaded by Team Members, phone numbers dialed
and of calls received, and e-mail and other messaging sent, received or stored by Team Members,
including personal use and personal accounts Team Members have accessed through Computing
Resources, and including Team Members’ use of Computing Resources to access online Web sites,
services, and personal accounts, as well as deleted files, temporary files, cached files, browsing history,
metadata, and other electronic information stored on the Company’s central back-up system or
otherwise available as part of its data management, and monitoring and/or recording by the Company of
telephone calls made via Company telephones.

The password you use to access Company-provided applications does not preclude the Company from
accessing your accounts with those applications (e.g., your Company email account). In addition, use
of passwords or other security measures does not in any way diminish the Company’s right and ability
to monitor and access materials on the Computing Resources or create any privacy rights of Team
Members in the messages and files on it. Also, be aware that files and other data that you delete can be
retrieved and pages you view can be monitored by the Company in real time or after you have viewed
them. The Company’s monitoring of the Computing Resources may also include, but is not limited to,
accessing, recording, disclosing, inspecting, reviewing, retrieving, and printing communications, logins,
and other uses of the Computing Resources, as well as keystroke capturing and/or other network-
monitoring technologies. Such monitoring may occur at any time and without notice. The Company
reserves the right to monitor, intercept, retrieve, and delete any content stored in, created on, received
from, or sent through Computing Resources, either in real time or when stored, for any reason, to the
extent permitted or as required by law. By using Computing Resources, you consent to this and forego
any expectation of privacy.

Team Members should not keep any personal information or files on the Computing Resources if they
do not want the Company to see or access that information. In addition, terminated Team Members do
not have a right to remove any files or information, including those of a personal nature, from the
Company’s Computing Resources.

The Company’s rights set forth in this policy continue to apply to Team Members after they have left
the Company with regard to activity while they were with the Company. Team Members shall have no
right to continue to use the Computing Resources once they have left the Company, and any such use
will be considered unauthorized. In addition, Team Members expressly waive all applicable privileges,
including but not limited to, the privilege against self-incrimination and the attorney-client, attorney
work product, doctor-patient, accountant-client, clergy-penitent, sexual assault counselor-victim,
domestic violence advocate-victim, and marital privileges, with respect to any matter stored in, created,
received, accessed through, or sent over the Computing Resources. Team Members further expressly
consent to the Company’s monitoring and/or recording of telephone calls made via Company
telephones.

47
 All documents, information, messages, and attachments composed, sent, received, or stored on, through
or using Computing Resources are and remain the property of the Company. Any e-mails and other
messages relating to the business of the Company must be sent or received through the Company’s e-
mail system to permit the retention of such e-mails.

Team Members may not remove from the premises any hardware, software, sensitive files, or data
without prior authorization by the Company’s Chief Information Officer.

III. Prohibited Uses

Certain activities are prohibited when using Computing Resources. These include but are not limited to:

• Searching for, accessing, viewing, printing, e-mailing to their personal e-mail accounts, and/or
using documents, e-mails, and any other data stored on the Computing Resources in the absence
of authorization and a legitimate business need or Company objective;
• Accessing, downloading, printing, or storing information with sexually explicit content;
• Downloading or transmitting fraudulent, threatening, obscene, harassing, discriminatory, or
otherwise unlawful messages or images;
• Installing or downloading computer software, programs, or executable files contrary to policy;
• Uploading or downloading copyrighted materials, trade secrets, proprietary financial information,
or proprietary Company business information contrary to policy;
• Uploading or downloading access-restricted Company information contrary to policy;
• Permitting any unauthorized individual to access the Company’s Computing Resources;
• Transmitting access-restricted Company information contrary to policy, such as to unauthorized
persons or organizations, or via an unauthorized online service;
• Accessing or disclosing, without authorization, any personally identifiable information with
respect to any of the Company’s vendors, consumers, or any other person or entity with whom the
Company or its parents and/or affiliates have a direct or indirect contractual relationship;
• Sending e-mail using another’s identity, an assumed name, or anonymously;
• Attempting, without authorization, to access another Team Member’s e-mail account;
• Uploading or downloading applications such as peer-to-peer file-swapping tools and unauthorized
enhancements and plug-ins;
• Attempting to test, circumvent, or defeat security systems without prior authorization;
• Participating in any illegal, fraudulent, malicious, or unethical activity; and
• Transmitting non-business-related materials, including those that may be found offensive or
disruptive. This includes, among other material, chain letters and messages used to solicit or
proselytize others for commercial ventures, religious or political causes, outside organizations or
other solicitations. For purposes of this restriction, Team Members who are already authorized to
use the Company’s email for business purposes are not prohibited from communication with
other Team Members via email during non-working time.

IV. Additional Rules of Conduct

The conduct of the computer users who send e-mail containing the Company’s domain name may be
perceived as reflecting on the character and professionalism of the Company. When engaging in such
conduct, whether for personal use or official purposes, Team Members are expected to do so in a
responsible and professional manner, and in compliance with all Company policies that apply to your
relationship with the Company.

48
All users are responsible for exercising appropriate care to protect the Computing Resources against the
introduction of viruses. When using the Company’s Computing Resources, individuals must:

• Use the Computing Resources only in accordance with Company security and other policies;
• Maintain the conditions of security (including safeguarding passwords) under which they are
granted access to Computing Resources; and
• Check with the Company’s Chief Information Officer prior to downloading or accessing a file or
document if the source of the file or other circumstances raises doubts about its security and
fitness for use with Company Resources.

49
CHAPTER 5: TIME OFF

Paid Holidays

In addition to your annual Paid Time Off entitlement, exempt, regular full-time Team Members will be
paid for the following observed holidays after 90 days of continuous employment.

Pep Boys Store Team Members and Auto Plus CAP Store Team Members:

New Year’s Day*

Memorial Day*
Fourth of July*
Labor Day*
Thanksgiving Day
Christmas Day

*Stores are closed on Thanksgiving Day and Christmas Day. Team Members working at stores that are
open on the four remaining observed holidays, will receive a floating day for each of those four remaining
observed holidays. The floating day will be earned on the day the holiday is observed and is available to
use before December 31. Note: Senior management reserves the right to reclassify a holiday as
“fixed” or “floating” depending on the needs of the business.

All Other Corporate, Field, Distribution Center and Store Team Members:

New Year’s Day

Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Christmas Eve (or the Friday before, if Christmas Eve falls on a weekend day)
Christmas Day

Note: Part-Time and Temporary Team Members are not entitled to holiday pay.

Paid Time Off (PTO) Policy (For U.S. Employees and Exempt Employees of Puerto Rico)3

I. Policy Statement

The Company provides paid time off (PTO) to promote a flexible approach to time off. PTO provides
employees (“Team Members”) with paid time away from work for vacation, personal time, personal or
family,4 illness, injury, medical appointment, or health conditions (whether for preventive care, or the

3
The Vacation and Sick Policies for Non-Exempt Employees of Puerto Rico are located in Appendix A.
4
Family member includes a Team Member's child, spouse, domestic partner, parent, or the child or parent of a Team
Member's spouse or domestic partner, grandchild, grandparent, sibling (biological/half/step/adopted),, any
individual whose close association with the Team Member is the equivalent of family, or any other individual
related by blood to the employee.

50
 need for medical diagnosis, care or treatment), personal religious holidays, weather-related absences
when the office has not been closed, or other personal reasons5.
Team Members are accountable and responsible for managing their own PTO hours to allow for
adequate reserves to cover vacation, illness or disability, appointments, emergencies or other needs
that require time off from work. PTO must be scheduled in advance and have supervisory approval,
except in the case of illness or emergency. A Team Member who fails to report to work for two
consecutive work days without contacting his/her immediate supervisor or the Human Resources
Department will be considered as having voluntarily resigned. Additionally, except as otherwise
required by law, Team Members will be subject to disciplinary action, up to and including termination
of employment, for pattern and/or excessive absences, latenesses, unapproved absences, and early
departures (for example those absences and latenesses that routinely fall on particular days of the
week), and/or for failure to provide medical certification if requested.

II. Eligibility

Except as otherwise required by law (see “State/Local Requirements” section below), after 60 days of
continuous employment, all regular full-time (35 hours or more) and part-time (less than 35 hours)
Team Members are eligible to use PTO at the scheduled rate below. Contingent, seasonal, temporary,
interns and contractors are not eligible for PTO regardless of full-time or part-time status, unless
required by law. PTO begins to accrue when a Team Member first occupies a PTO eligible position,
however PTO cannot be used until the waiting period has been satisfied. Part-time Team Members can
only use PTO for time off due to illness. For exempt employees, PTO is earned each Saturday and
credited to a Team Member’s PTO accrual bank weekly on Saturdays. For non-exempt employees, PTO
is earned based on actual hours worked, not to exceed 40 hours in a workweek, and credited to a Team
Member’s PTO accrual bank weekly on Saturdays. PTO balances will be shown on each pay statement.
PTO is not accrued or earned when unpaid leave is taken or when workers’ compensation, short or
long-term disability benefits are being paid. Team Members become eligible for the new, higher accrual
rate on the first day of the pay period in which the Team Member’s anniversary date falls.

III. PTO Accrual

PTO accrual is based on paid hours up to 2,080 hours per year excluding overtime. Full-time Team
Members that work less than 40 hours per week will accrue PTO on a prorated basis according to hours
worked.
PTO entitlement and accrual rates are set forth in Exhibit A.

IV. Administration

Non-exempt Team Members who work a partial day will be charged PTO for the part of the day not
worked. PTO time may only be used in one-hour increments, and time out of the office will be rounded
up to the nearest one-hour increment for purposes of determining how much PTO will be used. For late
start times, non-exempt Team Members will not be paid. For example, if you arrive 22 minutes after
your scheduled start time, you will not be paid for 22 minutes. PTO may not be used for missed time
due to tardiness.

5
In addition to the traditional reasons for taking PTO, non-traditional reasons may include taking time off to obtain
services from a domestic violence shelter or rape crisis center, meeting with a civil attorney, enrolling children in a
new school, filing a police report or meeting with a district attorney’s office, attending a court appearance, or going
to an appointment with a financial counselor.

51
PTO should be scheduled as early as possible in advance and have your supervisor’s approval.
Approval of PTO requests is subject to business needs and may not be approved if it will have an
adverse impact on the business unit. PTO will not count as hours worked in calculating overtime for
non-exempt Team Members in any work week.

PTO must be used in the calendar year that it is accrued. For PTO purposes, the calendar year will be
February 1 to January 31. PTO will not carry over to the following year and will not be paid out at the
end of each year, except as otherwise required by law (see “State/Local Requirements” section below).
Remaining accrual balances will be forfeited unless otherwise required by law.

For regular full-time Team Members, PTO may be taken in advance of being earned up to a maximum
of forty (40) hours, and subject to management approval. Team Members are required to repay negative
PTO balances to the Company upon termination of employment, to the extent permitted by law.

A Team Member may use PTO due to his/her own personal or a family member’s1 illness or injury. If
s/he is absent for three (3) or more consecutive workdays due to his/her own illness or injury, a
physician’s statement verifying the nature and duration of the illness or injury is required. For Team
Members in Texas, accrued unused PTO can be used for an occupational illness or injury if s/he is not
receiving Wage Replacement Benefits under the Texas Work Injury Plan.

Team Members are required to use available PTO when taking time off from work. Unpaid time off is
not allowed if PTO time is available for use. Once the annual PTO accrual is exhausted, additional
unpaid time off may be granted subject to management’s approval according to business needs, unless
otherwise required by law. Approval may only be granted in verified emergency situations. The
Company reserves the right to request documentation to verify that there was an actual emergency.

When PTO is used, a Team Member is required to request PTO hours according to his/her regularly
scheduled workday. For example, if a Team Member is scheduled to work an eight-hour day, s/he
would request eight hours of PTO. A combination of regular work hours and PTO hours cannot exceed
40 hours in any work week. For example, if a Team Member is scheduled to work eight hours a day
from Monday to Friday, works 32 hours by Thursday, and takes Friday off, s/he would be paid for eight
hours of PTO for a total of 40 hours.

V. Leave of Absence (LOA)

Team Members on a leave of absence are required to use any accrued unused PTO hours but will not be
allowed to take PTO in advance of being earned. Team Members must also substitute accrued unused
PTO hours to supplement the fourteen (14) day waiting period for disability benefits. Team Members
on an approved LOA will not earn PTO hours while on leave; accruals will be suspended during the
leave period. If a Team Member has a negative PTO balance when they are approved for an LOA, the
negative balance will be deducted from any monies paid to the Team Member at the commencement of
the LOA. If the amount is insufficient to pay the full amount owed to the Company and the Team
Member does not return to work at the expiration of the LOA, the balance will be deducted from any
monies owed to the Team Member upon termination of employment, to the extent permissible by law.
If no monies are due to the Team Member, the Team Member must repay the Company within one
week of termination of employment.

When using PTO time during a leave of absence, Team Members may only use up to an amount that
will not result in them receiving more than 100% of their base pay including all other forms of
supplemental income (i.e. statutory disability benefits, unemployment benefits, retirement benefits,

52
 workers’ compensation). It is the Team Member’s responsibility to provide documentation showing
disability or other such income payments in order to receive this supplemental pay.

VI. Employment Status Changes

When a full-time Team Member’s employment status changes to part-time, any accrued unused hours
in excess of 25 hours will be paid out. The remaining hours will be available for use for illness only as
stated above. If a Team Member has a negative PTO balance when his/her employment status changes
to part-time from full-time, s/he is required to repay the Company, to the extent permissible by law. The
value of the negative balance will be deducted from future paychecks until the full balance is repaid. If
the Team Member changes to full-time from part-time, s/he will begin to accrue PTO on the effective
date of the change if the 60-day waiting period has been satisfied.

VII. Rehires

Full-time and part-time Team Members that are rehired within 60 days of their termination date-will
begin earning PTO based on their last hire date. PTO will not be earned for the period of time the Team
Member was not employed by the Company. If a Team Member is rehired after 60 days from his/her
termination date, the 60-day waiting period will apply, and s/he will begin to earn PTO as if s/he were a
new hire.

VIII. Termination

Upon termination of employment, full-time Team Members will be paid for all PTO hours accrued but
not used. However, except as required by law, no payment for accrued PTO will be made if the Team
Member fails to give proper notice of his or her resignation or is terminated for misconduct. For part-
time Team Members, accrued but unused PTO hours will not be paid out upon termination of
employment, except as required by law. If a Team Member has a negative PTO balance, s/he is required
to repay the Company, to the extent permissible by law. The value of the negative balance will be
deducted from the Team Member’s final paycheck, or any other monies owed to the Team Member
such as severance pay, PTO pay, expense reimbursement, etc. If there are insufficient funds from
which to deduct, the Team Member must repay the Company within one week of termination of
employment.

IX. State/Local Requirements (Team Members Working in “Non-Use It or Lose It” Locations
or Locations with Statutory Accrual Requirements)

Team Members working in jurisdictions that prohibit forfeiture of earned but unused PTO (vacation,
sick time, or otherwise) at year-end will receive a carry-over of unused PTO to the following year, at
the minimum rate required by the applicable state or local law.

Team Members working in jurisdictions that require a payout of earned but unused PTO (vacation, sick
time, or otherwise) at termination of a greater amount than that provided by the PTO Policy will be paid
for PTO hours accrued but not used, at the minimum rate required by the applicable state or local law.

Team Members working in jurisdictions with mandatory accrual requirements that differ from those
provided in the PTO Policy will accrue PTO at the rate required by the applicable state/local law or the
rate provided in the PTO Policy, whichever is greater. PTO accrued under state or local law is NOT in
addition to PTO accrued under the Company’s PTO Policy if your accrual under the Company’s PTO
Policy is at least equivalent to that requirement under state or local law.

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 X. PTO entitlement and accrual rates are as follows:

Full-Time Salaried Exempt Team Members

Years of Weekly
Service Days/Year Hours/Year Accrual Rate
0-1 10 80 1.54
1-4 14 112 2.16
5-9 20 160 3.08
10-14 22 176 3.39
15+ 25 200 3.85

Full-time Hourly Non-Exempt Team Members

Hourly accrual
rate (based on
Years of 2080 hours in a
Service Days/Year Hours/Year year)
0-1 5 40 .019231
1-4 14 112 .053846
5-9 20 160 .076923
10-14 22 176 .084615
15+ 25 200 .096153

Part-time Hourly Non-Exempt Team Members

Hourly accrual
rate (based on
1404 hours in a
Hours/Year year)
25 0.01780

Jury Duty

A Team Member who receives a notice for jury duty or a witness subpoena should notify his/her
supervisor as soon as notification is received. The Company may request that the Team Member seek to
have the appearance postponed if, in its discretion, the Company believes that its business will be
significantly disrupted by the Team Member’s absence.

Team Members who are called for jury service shall be paid for their first 10 business days of jury
service, up to eight hours per day, if they provide written proof of their jury service obligation. Team
Members who volunteer for jury duty will not receive any compensation from the Company for the days
served on jury duty, except as may be legally required.

Team Members shall keep the Company advised daily of their status during jury duty. Team Members
must return to work upon early dismissal from jury duty.

54
Team Members who receive a witness subpoena are expected to use PTO days or request unpaid leave if
their testimony is non-Company related.

Bereavement Leave

Regular full-time Team Members are allowed time off with pay for a period of up to three consecutive
calendar days (in addition to PTO accrual) at their straight hourly rate (eight hours per day) in the event of
a death in the Team Member’s immediate family. These three days are to be taken consecutively within a
reasonable time of the date of the death or date of the funeral, and may not be split or postponed. For
purposes of this policy, the term “immediate family” is defined as the Team Member’s spouse, domestic
partner or committed same-sex partner, child (natural/step/legally/adopted), parent, parent-in-law, step-
parent, parent of domestic partner or committed same-sex partner, grandchild, grandparent, or sibling
(natural/half/step/legally adopted).

Team Members are permitted one day off with pay at their straight hourly rate (eight hours per day) to
attend the funeral of other family members. For purposes of this policy, “other family member” is
defined as a Team Member’s aunt, uncle, niece or nephew.

Bereavement pay is calculated based on the Team Member’s base pay rate at the time of the absence and
does not include any special forms of compensation, such as overtime, incentive compensation,
commissions, or bonuses.

Team Members must receive written approval from their manager before taking time off and should
notify their manager as soon as possible in order to make the necessary scheduling changes to
accommodate the absence(s). Team Members requesting bereavement leave may be requested to provide
proof of the death and the relationship to the deceased.

Family and Medical Leave of Absence

I. General

The Family and Medical Leave Act (FMLA) provides eligible Team Members with up to 12
workweeks of unpaid leave for certain family and medical reasons during a 12-month period and/or
because of a “qualifying exigency” arising out of the fact that a family member is a military member on
covered active duty or called to covered active duty status to a foreign country on behalf of the United
States. An eligible Team Member may be entitled up to 26 workweeks of unpaid FMLA leave to care
for certain family members who are “covered servicemembers” during the applicable 12-month period.

During an FMLA leave, an eligible Team Member is entitled to continue group health plan coverage as
if the Team Member had continued to work. At the conclusion of the FMLA leave, subject to some
exceptions, a Team Member has a right to return to the same or to an equivalent position.

Note: A Team Member may be eligible for leave for family and medical reasons under state law in
some jurisdictions. Where an eligible Team Member needs leave for circumstances covered under both
the FMLA and state law, a Team Member’s state law leave runs concurrently, not consecutively, with
available FMLA leave.

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 II. Team Member Eligibility Criteria

To be eligible for FMLA leave, a Team Member must have been employed by the Company:

1. for at least 12 months (which need not be consecutive), but employment prior to
a continuous break in service of seven years or more will not be counted except
in certain circumstances); and

2. for at least 1250 hours during the 12-month period immediately preceding the
commencement of the leave; and

3. is at a worksite (a) with 50 or more Team Members; or (b) where 50 or more

Team Members are located within 75 miles of the worksite.

III. Events Which May Entitle a Team Member to FMLA Leave

FMLA leave may be taken for any one, or for a combination of, the following reasons:

1. the birth of the Team Member’s child or to care for the newborn child;

2. the placement of a child with the Team Member for adoption or foster care or to
care for the newly placed child;

3. to care for the Team Member’s spouse6, child (including a child for whom the
Team Member stands in loco parentis) or parent (which does not include in-laws
but does include persons who stood in loco parentis to the Team Member when
the Team Member was a son or daughter as defined under the FMLA) with a
serious health condition;

4. the Team Member’s own serious health condition (including incapacity due to
pregnancy, pre-natal medical care and childbirth) that makes the Team Member
unable to perform one or more of the essential functions of his or her job;

5. qualifying exigent circumstances arising out of the fact that the Team Member’s
spouse, son, daughter or parent is a military member on “covered active duty”; 7
and/or

6. to care for a “covered servicemember” with a “serious injury or illness” where

the Team Member is the spouse, child, parent, or next-of-kin of the “covered

6
For FMLA purposes, your spouse is the person to whom you are legally married as recognized by federal law.

7
The term “covered active duty” means: (A) in the case of a member of a regular component of the Armed Forces,
duty during the deployment of the member with the Armed Forces to a foreign country; and (B) in the case of a
member of the reserve component of the Armed Forces, duty during the deployment of the member with the Armed
Forces to a foreign country under a call or order to active duty under a provision of law referred to in section 101(a)
(13) (B) of title 10, United States Code.

56
 servicemember.”8

For purposes of 3 and 4, above, a “serious health condition” is an illness, injury, impairment, or physical
or mental condition that involves either an overnight stay in a medical care facility, or continuing
treatment by a health care provider for a condition that either prevents the Team Member from
performing the functions of the Team Member’s job, or prevents the qualified family member from
participating in school or other daily activities.

Subject to certain conditions, the “continuing treatment” requirement may be met by a period of
incapacity of more than three consecutive full calendar days combined with: (1) at least two visits to a
health care provider within 30 days, the first of which must occur within seven days of the first day of
incapacity; (2) or one visit and a regimen of continuing treatment; (3) or incapacity due to pregnancy; (4)
or incapacity due to a chronic condition. Other conditions may also meet the definition of continuing
treatment.

8
The term “covered servicemember” means: (A) a member of the Armed Forces (including a member of the
National Guard or Reserves) who is undergoing medical treatment, recuperation, or therapy, is otherwise in
outpatient status, or is otherwise on the temporary disability retired list, for a serious injury of illness; or
B) a covered veteran who is undergoing medical treatment, recuperation, or therapy, for a serious injury or illness
and who was a member of the Armed Forces (including a member of the National Guard or Reserves), was
discharged or released under conditions other than dishonorable, and was discharged within the five-year period
before the eligible employee first takes FMLA military caregiver leave to care for the veteran. Note: For a veteran
who was discharged before March 8, 2013, the period of time between October 28, 2009 and March 8, 2013 is
excluded in calculating the veteran’s five-year period.

The term “serious injury or illness” means:

(A) in the case of a member of the Armed Forces (including a member of the National Guard or Reserves), an injury
or illness that was incurred by the member in line of duty on active duty in the Armed Forces (or existed before the
beginning of the member’s active duty and was aggravated by service in line of duty on active duty in the Armed
Forces) and that may render the member medically unfit to perform the duties of the member’s office, grade, rank,
or rating; and

(B) in the case of a veteran who was a member of the Armed Forces (including a member of the National Guard or
Reserves) an injury or illness that was incurred by the member in line of duty on active duty in the Armed Forces (or
existed before the beginning of the member’s active duty and was aggravated by service in line of duty on active
duty in the Armed Forces) and that manifested itself before or after the member became a veteran and that is either

1. a continuation of a serious injury or illness that was incurred or aggravated when the veteran was a member
of the Armed Forces and rendered the servicemember unable to perform the duties of the servicemember’s
office, grade, rank, or rating; or
2. a physical or mental condition for which the veteran has received a U.S. Department of Veterans Affairs
Service-Related Disability Rating (VASRD) of 50 percent or greater, and the need for military caregiver
leave is related to that condition; or
3. a physical or mental condition that substantially impairs the veteran’s ability to work because of a disability
or disabilities related to military service, or would do so absent treatment; or
4. an injury, including a psychological injury, on the basis of which the veteran is enrolled in the Department
of Veterans Affairs Program of Comprehensive Assistance for Family Caregivers.

57
For purposes of this policy, phrases such as “next of kin”, “covered servicemember”, “military member”,
“serious illness or injury,” “eligible family members of covered servicemembers and military members”,
“veteran” and “contingency operation” are terms of art defined in governmental regulations. If you have
any questions as to what these terms mean and/or whether they apply in your circumstances, contact the
Human Resources Department.

Leave for “qualifying exigent circumstances” includes, subject to certain limitations: the need to take time
off because of (1) the short notice deployment of a family member; (2) the need to attend military events
and related activities; (3) the need to make arrangements for certain childcare and school activities; (4)
the need to make financial and legal arrangements; (5) a need for counseling; (6) a family member being
released for service for rest; (7) a need to attend post-deployment activities; (8) the need to care for a
military member’s parent who is incapable of self-care when the care is necessitated by the military
member’s covered active duty; and (9) additional activities (if agreed upon by the employer and the Team
Member).

IV. No Limitation on Rights

Nothing in this FMLA policy limits any Team Member leave rights under the Company’s Military
Leave Policy, in accordance with applicable federal or state law. Contact the Human Resources
Department for further details.

V. How Much FMLA Leave May Be Taken

An eligible Team Member may take up to 12 workweeks of unpaid leave during a 12-month period for
the FMLA qualifying reasons described in Section B 1-5 above. Leave to care for a newborn or for a
newly-placed child must conclude within 12 months after the birth or placement of the child.

When both spouses are employed by the Company, they are together entitled to a combined total of 12
workweeks of FMLA leave within the designated 12-month period if the leave is taken to care for the
Team Member's parent with a serious health condition, for the birth of the Team Member's son or
daughter or to care for the child after the birth, or for placement of a son or daughter with the Team
Member for adoption or foster care or to care for the child after placement. Where the husband and
wife both use a portion of the total 12-week FMLA leave entitlement for these purposes, the husband
and wife would each be entitled to the difference between the amount s/he has taken individually and
12 weeks for FMLA leave for other FMLA eligible purposes.

An eligible Team Member may be entitled to take up to 26 workweeks of unpaid caregiver leave
(Section B 6 above). Such leave is available in a single 12-month period commencing on the first day
of leave. Military caregiver leave not used in the 12-month period is forfeited. This leave is to be
applied on a per-covered servicemember, per-injury basis. Thus, a Team Member may be entitled to
take more than one period of 26 workweeks of leave during the course of his/her employment if the
leave is to care for different covered servicemembers or to care for the same servicemember with a
subsequent injury or illness. During a single 12-month period, the Team Member may not take more
than a maximum combined total of 26 workweeks of FMLA leave for all purposes, i.e., for any or all of
the reasons described in Section B 1-6. Except for military caregiver leave, FMLA protected leave is
still limited to 12 workweeks for all other qualifying reasons (Section B1-5).

VI. The 12-Month Period

An eligible Team Member is entitled to up to 12 workweeks of unpaid leave during a 12-month period
for the FMLA qualifying reason(s) in Section B 1-5. The 12-month period for leaves under Section B

58
1-5 is a rolling 12-month period measured backward from the date a Team Member uses any FMLA
leave.

With respect to military caregiver leave to care for a covered servicemember with a serious injury or
illness, the method for calculating the 12-month period is as follows:

• The 12-month period in which an eligible Team Member may take the FMLA military
caregiver leave described in Section B 6 is calculated on a going forward basis starting with
the first day the leave is taken.

VII. Use of Paid and Unpaid Leave

FMLA leave is unpaid leave. However, if a Team Member has accrued paid leave (PTO leave), you
will be required to substitute any qualifying paid leave to the extent permitted by law. “Qualifying paid
leave” is leave that would otherwise be available to the Team Member for the purpose for which the
FMLA leave is taken. In order to use paid leave for FMLA leave, the Team Member must comply with
the Company’s normal paid leave policies. After exhausting qualifying paid leave, the remainder of the
FMLA period, if any, will be unpaid FMLA leave. Any paid leave used for an FMLA qualifying
reason will be charged against a Team Member’s entitlement to FMLA leave. The substitution of paid
leave for unpaid leave does not extend the 12- or 26-workweek leave period.

In addition, a Team Member may also be eligible for payments under the Company’s short-term
disability plan or temporary disability benefits under state law, as applicable or payments under the
Company’s Workers’ Compensation program, subject to their eligibility requirements and other terms,
conditions, restrictions, and exclusions. In all cases, for FMLA qualifying events the Company will
designate concurrently the period of time in which the Team Member receives any of the foregoing
payments as FMLA leave and count the time against the Team Member’s FMLA leave entitlement. In
such instances, a Team Member will not be required to also substitute other paid leave benefits.
However, subject to applicable benefits plans and state law requirements, employers and Team
Members may agree to have paid leave, supplemental disability, and Workers’ Compensation benefits
on a pro-rata basis while on FMLA leave.

VIII. Intermittent or Reduced Work Schedule Leave

Intermittent leave is leave taken in separate blocks of time. A reduced work schedule leave is a
schedule that reduces a Team Member’s usual number of hours per workweek or hours per workday.

1. Leave to care for a newborn or for a newly placed child must be taken all at once
and may not be taken intermittently or on a reduced work schedule.

2. Leave due to a Team Member’s own serious health condition, to care for a Team
Member’s spouse, child, or parent with a serious health condition, or to care for a
servicemember relative with a serious injury or illness, may be taken all at once
or, where medically necessary, intermittently or on a reduced work schedule;

3. Leave because of a qualifying exigency due to the active duty or impending call
to duty of a spouse, son, daughter or parent may be taken all at once or on an
intermittent or reduced work schedule.

If a Team Member takes leave intermittently or on a reduced work schedule basis for a planned medical
treatment for his or her own serious illness, the Team Member must make a reasonable effort to

59
schedule the treatment so as to accommodate the Company’s needs and not disrupt unduly the
Company’s operations. When a Team Member takes intermittent or reduced work schedule leave for
foreseeable planned medical treatment, the Company may temporarily transfer the Team Member to an
alternative position with equivalent pay and benefits for which the Team Member is qualified and
which better accommodates recurring periods of leave.

IX. FMLA Leave Procedure

1. Team Member Requests

a. Timing of Notice
Generally, a Team Member should request FMLA leave by contacting the Human Resources
Department. Within five business days (absent extenuating circumstances) of being made aware
of the Team Member’s need for such leave, the Company will provide the Team Member with a
Notice of Eligibility and Rights and Responsibilities Form, along with an appropriate
Certification Form to complete and submit to the Human Resources Department so that the Team
Member’s request for FMLA leave can be evaluated.

When leave is foreseeable for childbirth or placement of a child, or for planned medical treatment
due to the serious health condition of a Team Member or family member or due to a covered
servicemember’s serious injury or illness, the Team Member must provide the Company with at
least 30 days advance notice or such shorter notice as is practicable (i.e., the same day if the
Team Member becomes aware of the need for leave during work hours or the next business day if
the Team Member becomes aware of the need for leave after work hours). Where the need for
leave was foreseeable but the Team Member failed to provide 30 days advance notice, the Team
Member may be asked to submit an explanation in writing for the omission and, absent
reasonable excuse, the Company may delay FMLA coverage until 30 days after the date the Team
Member provides notice.

When leave is foreseeable due to a qualifying exigency arising from a family member’s call to
active duty, the Team Member must provide as much notice as is practicable (i.e., either the same
day or the next business day after learning of the need for the leave), regardless of how far in
advance such leave is foreseeable.

When the timing of the leave is not foreseeable, the Team Member must provide the Company
with notice of the need for leave as soon as practicable under the facts and circumstances of a
particular situation.

In addition, a Team Member must comply with the Company’s usual procedures for requesting
leave (e.g., call-out procedures), except when unusual circumstances exist (e.g., when the Team
Member or family member needs emergency medical treatment).

b. Content of Notice

A Team Member must provide sufficient information to the Human Resources Department to
enable the Company to determine if the leave may qualify for FMLA protection and the
anticipated timing and duration of the leave, specifying, to the extent possible, the beginning and
end dates of the leave. Sufficient information may include that the Team Member is unable to
perform job functions, the family member is unable to perform daily activities, the need for
hospitalization or continuing treatment by a health care provider, or circumstances supporting the

60
 need for qualifying exigency and/or covered servicemember leave. A Team Member merely
calling out “sick” is insufficient notice and does not constitute a request for FMLA leave.

If a Team Member requests leave for a reason for which FMLA leave was previously taken or
certified (including in the case of intermittent leave), a Team Member must notify the Human
Resources Department as well as his or her supervisor or manager by specifically referencing the
FMLA-qualifying reason or of the need for FMLA leave when calling out in accordance with the
Company’ call-out procedures.

2. Notice of Eligibility and Designation of Leave Procedure

The Company will notify the Team Member requesting leave whether s/he is eligible for FMLA
leave (see Notice of Eligibility and Rights and Responsibilities Form). If the Team Member is
eligible, the Notice will indicate any additional information required and describe the Team
Member’s rights and responsibilities. If the Team Member is not eligible, the Company will
provide a reason for the ineligibility.

Upon receipt of sufficient information, the Company will notify the Team Member that leave has
been designated as FMLA leave and the amount of leave to be counted against the Team
Member’s leave entitlement. The Company will also notify the Team Member if the leave is not
designated as FMLA leave due to insufficient information or a non-qualifying reason. The
Company may provisionally designate the Team Member’s leave at the outset, as FMLA leave,
subject to submission of sufficient information.

X. Required Certifications

A Team Member will be required to submit a Certification Form from a health care provider to
support a request for FMLA leave for the Team Member’s or a family member’s serious health
condition, or for a covered servicemember’s serious injury or illness. Similarly, where leave is
requested because of exigent circumstances arising from the Team Member’s spouse, son, daughter or
parent’s call to active duty in support of a contingency operation, the Team Member will need to
submit a completed Certification form. Medical Certification and Exigent Circumstances Forms are
available from the Human Resources Department. Team Members have 15 days from receipt to
return the Certification form to the Human Resources Department. It is the Team Member’s
obligation to have the applicable health care provider provide sufficient information for the Company
to determine if the leave may qualify for FMLA protection and the anticipated timing and duration of
the leave. Following review of the FMLA-leave request by the Human Resources Department, a
Designation Notice will be issued and, among other information, will indicate that a Fitness for Duty
Certification will be required for the Team Member’s release to work including an assessment of the
Team Member’s ability to perform essential job functions.

If the Certification or Exigent Circumstances Leave forms are incomplete, ambiguous, or insufficient,
the Company will advise the Team Member in writing as to what additional information is needed
and will give the Team Member additional time (not less than seven calendar days) to complete and
return the form. If the Team Member notifies the Company within the seven-day calendar period
that, despite diligent, good faith efforts on his/her part, s/he was unable to obtain the additional
information, the Team Member will be afforded a reasonable period of additional time to resubmit the
Certification.

Team Members may be required to submit information about family relationships, facts underlying
the need for leave due to a “qualifying exigency,” the health care provider’s specialization and fax

61
 number, the Team Member or family member’s diagnosis, whether intermittent or reduced leave is
medically necessary, identifying the essential job functions the Team Member cannot perform, and
information on the anticipated frequency and duration of intermittent or reduced schedule leaves.

XI. Recertifications and Updates

The Company may require the Team Member to submit subsequent recertifications depending on the
duration stated in the Certification, but not more frequently than every 30 days, except under certain
circumstances provided by law, including: changed circumstances based on the duration or frequency of
the absence or the nature or the severity of the illness, or the Company has received information that
casts doubt upon the stated reason for the absence or the continuing validity of the Certification form.
The Company may also request a recertification of a medical condition every six months in connection
with an absence by the Team Member due his or her own serious health condition or the serious health
condition of a covered family member. Annual certifications of medical conditions may also be
required in accordance with the law.

During FMLA leave, the Team Member must provide the Company with periodic reports regarding the
Team Member’s status and intent to return to work. If the Team Member’s anticipated return to work
date changes and it becomes necessary for the Team Member to take more or less leave than originally
anticipated, the Team Member must provide the Company with reasonable notice (i.e., within two
business days) of the Team Member’s changed circumstances and new return to work date. If the Team
Member gives the Company notice of the Team Member’s intent not to return to work, the Team
Member will be considered to have voluntarily resigned.

XII. Contacting Team Member’s Health Care Provider

The Company’s Human Resources Department may contact a Team Member’s health care provider
directly to get clarification and authentication of a medical certification. If a Team Member chooses
not to provide the Company with a HIPAA-authorized release allowing the Company to clarify the
Certification with his/her health care provider and the Team Member does not otherwise clarify the
Certification, the Employer may deny FMLA leave if the Certification is unclear. In addition, the
Company may require the Team Member to obtain a second opinion by an independent Company-
designated provider at the Company‘s expense. If the initial and second Certifications differ, the
Company may, at its expense, require the Team Member to obtain a third, final and binding
Certification from a jointly selected health care provider.

The Company reserves the right to obtain other documentation in accordance with law to substantiate a
Team Member’s request for leave.

XIII. Fitness for Duty Certifications

Before the Team Member returns to work from FMLA leave for the Team Member’s own serious
health condition, the Team Member will be required to submit a fitness for duty certification from the
Team Member’s health care provider, with respect to the condition for which the leave was taken,
stating that the Team Member is able to resume work and addressing the Team Member’s ability to
perform the essential functions of the job. In addition, where a Team Member is on intermittent or
reduced schedule leave for his or her own serious health condition, the Team Member may also be
required to provide a fitness for duty certification periodically if reasonable safety concerns exist.

A Team Member’s failure to comply with the Company’s leave policies and procedures, including those
related to FMLA leave requests, can result in the delay or denial of the Team Member’s request for

62
leave, including FMLA leave, and may subject the Team Member to discipline up to and including
termination of employment in conformity with the Company’s policies and practices.

XIV. Maintenance of Health Benefits

For the duration of an FMLA leave, the Company will maintain group health coverage for a Team
Member on the same terms as if the Team Member continued to work. If the Team Member is being
paid directly by the Company while on FMLA leave (e.g., using PTO), the Team Member’s
contribution towards health coverage will be automatically deducted from his/her pay. If the Team
Member is not being paid by the Company, s/he must remit his/her health care contributions. If
payments are not timely made, health coverage will be canceled.

Alternatively, you may elect to continue your before-tax contributions to the plan by prepaying
contributions for the period of the leave. To prepay before-tax contributions, you must authorize a
lump-sum payroll deduction prior to the start of the leave.

XV. Return from FMLA Leave

Upon return from FMLA leave, the Company will place the Team Member in the same position the
Team Member held before the leave or an equivalent position with equivalent pay, benefits and other
employment terms.

Limitations on Reinstatement

A Team Member is entitled to reinstatement only if s/he would have continued to be employed had
FMLA leave not been taken. Thus, a Team Member is not entitled to reinstatement if, because of a
layoff, reduction in force or other reason, the Team Member would not be employed at the time job
restoration is sought.

The Company reserves the right to deny reinstatement to salaried, eligible Team Members who are
among the highest-paid 10% of the Company’s Team Members employed within 75 miles of the
worksite (“key Team Members”) if such denial is necessary to prevent substantial and grievous
economic injury to the Company’s operations.

XVI. Failure to Return to Work Following FMLA Leave

If the Team Member does not return to work following the conclusion of FMLA leave and does not
request a leave extension and/or fails to satisfy the Company’s requirements for an extension of leave,
the Team Member will be considered to have voluntarily resigned. The Company may recover health
costs that the Company paid on behalf of the Team Member during any unpaid FMLA leave except that
the Company’s cost may not be recovered if the Team Member fails to return to work because of: (i)
the Team Member’s or a family member’s serious health condition, (ii) a servicemember relative’s
serious injury or illness, or (iii) other circumstances beyond the Team Member’s control. In such cases,
the Company may require the Team Member to provide medical Certification of the Team Member’s,
or the family member’s, serious health condition, or the servicemember relative’s serious injury or
illness, or of the other circumstances.

Important Note: If a Team Member is on FMLA leave for his/her own medical condition, the Team
Member may be eligible for additional leave beyond the FMLA as a reasonable accommodation. The
Company will contact the Team Member before s/he reaches the maximum leave to determine, based
on discussion with the Team Member and input from his/her health care provider, where appropriate:

63
 (1) whether there are any reasonable accommodations that would enable the Team Member to return to
work, as well as (2) whether additional leave may be a reasonable accommodation.9

The Company will provide a Team Member with additional leave beyond the leave maximums set forth
above as a reasonable accommodation under the Americans with Disabilities Act (ADA) and other
applicable laws unless such accommodation poses an undue hardship to the Company. Similarly, the
Company will make reasonable accommodations under the ADA and other applicable laws to enable a
Team Member to return to work unless such accommodation poses an undue hardship to the Company.

XVII. Team Member Rights/Enforcement

Any Team Member who feels his or her rights to FMLA leave have been improperly denied, restrained,
violated or interfered with in any way may lodge a complaint with the Human Resources Department.
The Company will investigate and take appropriate remedial action if necessary. A Team Member may
also file a complaint with the U.S. Department of Labor (www.wagehourdol.gov; 1-866-487-9243,
TTY: 1-877-889-5267) or file a private legal action. Discrimination and retaliation against Team
Members who exercise rights under the FMLA and this policy will not be tolerated, and use of FMLA
leave will not affect a Team Member’s rights under any other law, policy, contract, or collective
bargaining agreement.

Additional Information

For further information or clarification about FMLA leave, contact your local Human Resources
representative.

Military Leave

Team Members who need to be absent from work for military duty may be eligible for a leave of absence
under the Uniformed Services Employment and Reemployment Rights Act. Contact your local Human
Resources representative to request such a leave.

Emergency Closings

Generally, the office will remain open during inclement weather for those Team Members who can make
it to work. If there is severe weather or an emergency that could disrupt Company operations, Team
Members should contact their manager for guidance.

9
Similarly, if an employee is not eligible for FMLA leave but needs time off for his/her own medical condition, the
employee may be eligible for unpaid leave as a reasonable accommodation.

64
CHAPTER 6: TEAM MEMBER BENEFITS

General

The Company has established a variety of Team Member benefit programs designed to assist you in
meeting the financial burdens that can result from illness and to help you plan for retirement, and one that
is fiscally responsible for both the Company and its Team Members.

The Company retains the right to amend or terminate any or all of plans and benefits to the fullest extent
allowed by law at any time, as it deems advisable, as to any or all of the Team Members, retirees, former
Team Members, or other participants or beneficiaries who are or may become covered.

As a matter of prudent business planning, the Company periodically reevaluates the benefits program.
Proposed changes that are periodically considered, if finally approved and implemented, might be more or
less advantageous to you than the provisions of the current program, depending on your individual
circumstances. Because of the need for confidentiality before changes are approved, such proposals
generally are discussed and evaluated only at the appropriate levels of management. Unless and until
these proposals are formally adopted and announced by the Company, they are not binding. The
Company may establish the effective date for any changes that are formally adopted.

Details regarding eligibility and plan features are available online in ADP Vantage.

Workers’ Compensation

The Company maintains Workers’ Compensation insurance as required by law. Contact the Law
Department for information about claims that may be covered by Workers’ Compensation and about how
to file claims. Please note that claims for injuries sustained while using your handheld cell phone while
driving on Company time or in connection with Company-related travel will not be covered.

Promptly report to your manager all illnesses and injuries suffered as a result of employment activity at or
on behalf of the Company. Failure to report work-related illness or injuries promptly may result in the
loss of benefits.

Team Member Discount/Company Promotions

The Company encourages Team Members to use and enjoy Company merchandise and services by
providing Team Members with a variety of discounts and promotions. This policy applies to all discounts
and promotions offered to Team Members that typically are not offered to the general public, (“Team
Member Discounts”). Team Member Discounts include, but are not limited to, standard Team Member
percentage discounts and promotional discounts offered to Team Members from time to time on specific
products (often sponsored by the Company’s vendors or affiliates). If a Team Member Discount has its
own rules or guidelines (i.e., run dates, eligibility requirements, etc.), any such rules and guidelines will
apply in addition to this Policy. In the event of a conflict between this Policy and any other rule or
guideline relating to the Team Member Discount, this Policy shall apply.

Team Member Discounts are for Team Members’ personal use and the personal use of their immediate
family members; e.g., spouses, children, siblings and parents.

Team Members are permitted to use Team Member Discounts to purchase gifts for others provided they
do so in moderation. Purchases considered excessive by the Company in its sole and absolute discretion
may be referred to the store’s Area Director or Regional Vice President for approval. Team Members are

65
prohibited from using a Team Member Discount to purchase merchandise or services to be resold to
another person or entity or exchanged for any other consideration, including, but not limited to
merchandise or services. Team Members are also prohibited from knowingly purchasing merchandise or
services resold by a current or former Team Member in violation of this policy.

This policy shall be interpreted and administered in accordance with applicable federal, state, and local
law.
If you have any questions concerning this Policy or require further assistance or information, contact your
local Human Resources Representative.

66
CHAPTER 7: LEAVING THE COMPANY

Resignation

All Team Members are free to resign at any time. If you elect to resign from the Company, you must
notify your supervisor in writing of your intent to resign at least two weeks in advance.

Dismissals

Every Team Member has the status of “employee-at-will,” meaning that no Team Member has a
contractual right, express or implied, to remain in the Company’s employ. The Company may terminate a
Team Member’s employment, or a Team Member may terminate his/her employment, without cause, and
with or without notice, at any time for any reason. No supervisor or other representative of the Company
except designated representatives on behalf of the Company’s Compensation Committee 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.

I. Immediate Dismissals – Misconduct

Any Team Member whose conduct, actions, or performance violates or conflicts with a Company
policy may be terminated immediately and without warning.
The following is a non-exhaustive list of grounds for immediate dismissal of a Team Member:
• Breach of trust or dishonesty
• Conviction of a felony
• Willful violation of an established policy or rule
• Falsification of Company records
• Gross negligence
• Insubordination
• Violation of Drug-Free Workplace and Violence-Free Workplace policies
• Undue and unauthorized absence from duty during regularly-scheduled work
hours
• Deliberate non-performance of work
• Using a racial slur or epithet even if such slur or epithet is said by a member of
the group for whom it’s considered offensive
• Failure/Refusal to cooperate in a Company investigation
• Larceny or unauthorized possession of, or the use of, property belonging to any
co-worker, visitor, or customer of the Company
• Possession of weapons on the premises
• Unauthorized possession, use, or copying of any records that are the property of
the Company
• Unauthorized posting or removal of notices from bulletin boards
• Excessive absenteeism or lateness, to the extent permitted by law
• Marring, defacing, or other willful destruction of any supplies, equipment, or
property of the Company
• Fighting or serious breach of acceptable behavior
• Theft

67
 This list is intended to be representative of the types of activities that may result in disciplinary action.
It is not exhaustive, is not intended to be comprehensive, and does not change the employment-at-will
relationship between the Team Member and the Company.

Team Members are required to notify the Company of any arrest (to the extent permitted by law) or
conviction under a criminal statute not later than five days after any such conviction.

Procedures upon Separation from Employment

If you leave the Company, regardless of the reason, you must immediately:

• Pay in full any debt you owe the Company; and

• Return all Company property, including files, keys, computers, cell phones, etc.

References/Verification of Employment

All reference or verification of employment requests must be directed to The Work Number at
www.theworknumber.com. It is the Company’s policy to release only the following information
regarding current and former employees, unless there is a specific express written authorization to release
other information:

• Dates of employment,
• Last or current title, and
• Last or current salary.

The Work Number provides automated income and employment verifications 24 hours a day, 7 days a
week.

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 APPENDIX A

VACATION AND SICK POLICIES

For Non-Exempt Employees of Puerto Rico

Policy Statement

The Company provides both vacation and sick time to eligible non-exempt employees (hereinafter
referred to individually as a “Team Member” and collectively as the “Team Members”) based and
working in Puerto Rico.

The vacation policy provides Team Members with paid time away from work for personal time off,
family10 illness, personal religious holidays, weather-related absences when the office has not been
closed, or other personal reasons.

Sick time may be used by a Team Member for any illness or injury that prevents the Team Member from
working. Additionally, up to five accrued sick days per year can be used to care for “Qualified Family
Members,”11 who are ill, provided the Team Member (i) has more than five accrued sick days, and (ii) is
able to retain a minimum of five accrued sick days after they take the leave to care for and attend to the
illness of the Qualified Family Members.

Team Members are accountable and responsible for managing their own vacation hours to allow for
adequate reserves to cover vacation, appointments, emergencies, or other needs that require time off from
work. Vacation time must be scheduled in advance and have supervisory approval, except in the case of
illness or emergency. A Team Member who fails to report to work for two (2) consecutive work days
without contacting his/her immediate supervisor or the Human Resources Department will be considered
as having voluntarily resigned. Additionally, except as otherwise required by applicable law, Team
Members will be subject to disciplinary action, up to and including termination of employment, for
pattern and/or excessive absences, latenesses, unapproved absences, and early departures (for example
those absences and latenesses that routinely fall on particular days of the week), and/or for failure to
provide medical certification if requested.
Definitions

For purposes of this policy, the following terms have the following meaning: (i) “Pre-Reform Team
Members” are Team Members hired before January 26, 2017; and (ii) “Post-Reform Team Members” are
Team Members hired on or after January 26, 2017.

Eligibility

All Team Members working at least 130 hours per month are eligible for the accrual of vacation and sick
time. Contingent, seasonal, temporary, interns, and contractors are not eligible for vacation or sick time,
unless otherwise required by applicable law. For Team Members on a probationary period, vacation time
begins to accrue upon successful completion of the first 90 days of continuous employment, but such time
will accumulate retroactively to the Team Member’s first day of employment. Sick leave commences
accruing on the Team Member’s first day of employment. Vacation and sick time balances will be shown

10
Family member includes a Team Member’s child, spouse, and parent.
11
Qualified Family Members are a Team Member’s spouse, parent, or child; or a minor, person who is 60 years of
age or above, or a disabled individual who is under the Team Member’s legal custody or guardianship.

69
on each pay statement. Vacation or sick time is not accrued or earned when unpaid leave is taken or
when workers’ compensation, short-term, or long-term disability benefits are being paid.

Vacation Accrual and Administration

For Pre-Reform Team Members, vacation accrues at the rate of one and one-quarter (1-1/4) days per
month, up to a maximum of 15 days (i.e., up to 120 hours, if the Team Member has a regular workday of
8 hours) per year provided the Team Member works at least 130 hours during the month. For Post-
Reform Team Members, vacation accrues in accordance with their respective years of service, at the
following rates, provided the Team Member works at least 130 hours during the month:

i. During their first year of employment: 0.5 days per month (up to six 6 days per year);
ii. Upon commencement of their second year of employment and until they complete their
fifth year of employment: 0.75 days per month (up to 9 nine days per year);
iii. Upon commencement of their sixth year of employment and until they complete fifteen
years of employment: 1 day per month (up to 12 days per year);
iv. After 15 years of employment: 1.25 days per month (up to 15 days per year).

Team Members who work a partial day will be charged a vacation or sick day (as applicable) for the part
of the day not worked. Vacation time may only be used in one-hour increments, and time out of the
office will be rounded up to the nearest one-hour increment for purposes of determining how much
vacation time will be used. For late start times, Team Members will not be paid. For example, if you
arrive 22 minutes after your scheduled start time, you will not be paid for 22 minutes. Vacation time may
not be used for missed time due to tardiness.

Vacation time should be scheduled as early as possible in advance and have your supervisor’s approval.
Approval of vacation requests is subject to business needs and may not be approved if it will have an
adverse impact on the business unit. Vacation time may be enjoyed consecutively, as long as it does not
disrupt the normal operations of the business unit. However, by mutual agreement, vacation leave may be
fractioned, as long as the Team Member enjoys at least five (5) consecutive working days of vacation
leave during the year. Vacation time will not count as hours worked in calculating overtime in any work
week.

Generally, Team Members should not take any accrued vacation time until after the completion of 90
days of continuous employment.12 After that, any accrued vacation time shall be taken annually, to the
extent that it does not disrupt the normal operations of the business unit.

Team Members are required to use available vacation time when taking time off from work. Unpaid time
off is not allowed if vacation time is available for use. Once the annual vacation accrual is exhausted,
additional unpaid time off may be granted subject to management’s approval according to business needs.
Approval may only be granted in verified emergency situations. The Company reserves the right to
request documentation to verify that there was an actual emergency.

12
Approval to take any accrued vacation time before the completion of 90 days of continuous employment will be
the exception and may only be granted in verified emergency situations. The Company reserves the right to request
documentation to verify that there was an actual emergency.

70
Sick Time Accrual and Administration

Sick time accrues at the rate of one (1) day per month, for up to a maximum of 12 days (i.e., up to 96
hours, if the Team Member has a regular workday of 8 hours) per year, provided the Team Member
works at least 130 hours during the month.

Sick leave not taken by the Team Member during the year will remain accrued for successive years up to
a maximum of fifteen (15) days.

If a Team Member is absent for two (2) or more consecutive workdays due to his/her own illness or
injury, a physician’s statement verifying the nature and duration of the illness or injury is required.

Leave of Absence

Team Members on a leave of absence (“LOA”) are required to use any accrued unused vacation and sick
time (if applicable) hours but will not be allowed to take vacation in advance of being earned. Team
Members must also substitute accrued unused vacation and sick time hours to supplement the waiting
period for disability benefits, where appropriate. Team Members on an approved LOA will not earn
vacation or sick time hours while on leave; accruals will be suspended during the leave period. If a Team
Member has a negative vacation balance when they are approved for an LOA, the negative balance will
be deducted from any monies paid by the Company to the Team Member at the commencement of the
LOA. If the amount is insufficient to pay the full amount owed to the Company and the Team Member
does not return to work at the expiration of the LOA, the balance will be deducted from any monies owed
to the Team Member upon termination of employment, to the extent permissible by applicable law. If no
monies are due to the Team Member, the Team Member must repay the Company within one week of
termination of employment.

When using vacation and/or sick time during a LOA, Team Members may only use up to an amount that
will not result in them receiving more than 100% of their base pay including all other forms of
supplemental income (i.e., statutory disability benefits, unemployment benefits, retirement benefits,
workers’ compensation). It is the Team Member’s responsibility to provide documentation showing
disability or other such income payments in order to receive this supplemental pay.

Special Leave for Employees with Catastrophic Illnesses

A Team Member with a serious illness of a catastrophic nature is eligible to an additional, paid leave of
six (6) days per year. The Puerto Rico Health Insurance Administration (“ASES,” for its acronym in
Spanish) will define, from time-to-time, what is a serious illness of a catastrophic nature for purposes of
this special leave. Currently, illnesses or conditions such as tuberculosis, AIDS, leprosy, lupus, cystic
fibrosis, cancer, hemophilia, aplastic anemia, rheumatoid arthritis, scleroderma, multiple sclerosis, and
chronic kidney disease are covered. To be eligible, a Team Member with a covered illness or condition
must: 1) have exhausted all of his/her accrued sick leave under this policy; 2) have worked for the
Company for at least 12 months; and 3) work an average of 130 hours per month. The Team Member may
use this special leave either through split, flexible, or intermittent schedules. This leave must be used
within the calendar year and cannot be accumulated or carried over to a subsequent year. The Company
will consider the use of this leave as “time worked” for purposes of the accrual of employee benefits.

In connection with a request for this special leave, the Company will require from the requesting Team
Member a medical certificate indicating that the Team Member suffers from and is receiving medical
treatment for a covered, catastrophic illness or condition.

71
Employment Status Changes

When a full-time Team Member’s employment status changes to part-time, any accrued unused vacation
time hours will be paid out, to the maximum extent allowed by applicable law. If a Team Member has a
negative vacation balance when his/her employment status changes to part-time from full-time, s/he is
required to repay the Company, to the extent permissible by applicable law. The value of the negative
balance will be deducted from future paychecks until the full balance is repaid, to the extent permissible
by applicable law. If the Team Member changes to full-time from part-time, s/he will begin to accrue
vacation on the effective date of the change if the first six (6) months of continuous employment have
been completed.

Rehires

Eligible Team Members that are rehired within 60 days of their termination date will have their previous
accrual setup reinstated. No vacation or sick time will be earned for the period of time the Team Member
was not employed by the Company. If a Team Member is rehired after 60 days from his/her termination
date, the 90-day waiting period referenced above will apply, as appropriate, and s/he will begin to earn
vacation and sick time as if s/he were a new hire.

Termination

Upon termination of employment, Team Members will be paid for all vacation hours accrued but not used
as of the time of termination. If a Team Member has a negative vacation balance, s/he is required to
repay the Company, to the extent permissible by applicable law. The value of the negative balance will
be deducted from the Team Member’s final paycheck, or any other monies owed to the Team Member
such as severance pay, vacation pay, expense reimbursement, etc., to the extent permissible by applicable
law. If there are insufficient funds from which to deduct, the Team Member must repay the Company
within one week of termination of employment.

A summary of the Company’s vacation and sick time policies appears on Exhibit A.

Exhibit A

Vacation 2019 Program

Eligibility Team Members must work 130 hours/month
Waiting Period (Accruals) Accruals begin upon completion of 90 days of
continuous employment, but retroactive to Day 1
Accrual Rate For Pre-Reform Team Members: 1-1/4 days/month
= up to 15 days/year (i.e., up to 120 hours, if the Team
Member has a regular workday of 8 hours).

For Post-Reform Team Members:

i. During their first year of
employment: 0.5 days per month (up
to six 6 days per year);
ii. Upon commencement of their
second year of employment and until
they complete their fifth year of

72
 Vacation 2019 Program
employment: 0.75 days per month (up
to 9 nine days per year);
iii. Upon commencement of their sixth
year of employment and until they
complete fifteen years of
employment: 1 day per month (up to
12 days per year);
iv. After 15 years of employment: 1.25
days per month (up to 15 days per
year).
Waiting Period (to take Completion of 90 days of continuous employment
vacation)
Carryover Generally, accrued accrued vacation time shall be
taken annually and consecutively, to the extent that it
does not disrupt the normal operations of the business
unit.

Sick 2019 Program

Eligibility Team Members must work 130 hours/month
Waiting Period (Accruals) N/A
Accrual Rate 1 day/month = 12 days/year (i.e., up to 96 hours, if the
Team Member has a regular workday of 8 hours)
Carryover Up to 15 days in any year

73
 APPENDIX B

SEXUAL HARASSMENT, DISCRIMINATION AND OTHER HARASSMENT COMPLAINT

FORM
If you believe that you have been subjected to sexual harassment, discrimination, or other harassment in
violation of the Company’s policies, including without limitation the Prohibition of Discrimination and
Harassment Policy, you are encouraged to complete this form and submit it to Human Resources, your
supervisor, or anyone else in management. Once you submit this form, the Company will follow its
policy and investigate any claims. The Company prohibits retaliation against employees who submit
reports of sexual harassment, discrimination, or other harassment.

If you are more comfortable reporting verbally or in another manner, the Company will complete this
form based on the information you provide, provide you with a copy of the form, and follow its policy by
investigating the claims as outlined in the policy.

THIS SECTION APPLIES ONLY TO EMPLOYEES WORKING IN NEW YORK STATE

For additional resources, visit: ny.gov/programs/combatting-sexual-harassment-workplace

COMPLAINANT INFORMATION

Name: Job Title:

Work Address: Email:

Phone:

Select Preferred Communication Method:

In Person Phone Email

SUPERVISORY INFORMATION

Immediate Supervisor’s Name:

Title:

Work Phone: Work Address:

COMPLAINT INFORMATION

1. Your complaint of sexual harassment, discrimination, or other harassment is made about:

Name: Title:

Work Address: Work Phone:

Relationship to you: Supervisor Subordinate Co-Worker Other

74
 Describe what happened and how it is affecting you and your work. Please use additional sheets
of paper if necessary and attach any relevant documents or evidence.

2. Date(s) discrimination and/or harassment occurred:

Is the discrimination and/or harassment continuing? Yes No

3. List the name and contact information of any witnesses or individuals who may have information
related to your complaint:

Question #4 is optional but may help facilitate the investigation.

4. Have you previously complained or provided information (verbal or written) about related
incidents? If yes, when and to whom did you complain or provide information?

If you have retained legal counsel and would like us to work with your counsel, provide your counsel’s
contact information.

Signature: ________________________________ Date: ________________

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 APPENDIX C

DALLAS CITY ORDINANCE 31181

As required by Dallas City Ordinance 31181 (the “Dallas Ordinance”), the Company will provide up
to 64 hours of paid sick leave per year (accruing at a rate of 1 hour per 30 hours worked) to all Team
Members who work 80 or more hours within the confines of the city of Dallas in a year. This paid
sick leave can be used for the Team Member’s or his/her family member’s: (1) physical or mental
illness or injury, preventative medical or health care, or health condition; or (2) need to seek medical
attention or relocation, obtain the assistance of a victim services organization, or participate in legal
or court-ordered action related to an incident of victimization from domestic abuse, sexual assault, or
stalking

For purposes of this Appendix C, “family member” means a Team Member’s spouse, child, parent,
any other individual related by blood, or any other individual whose close associate to an employee is
the equivalent of a family relationship.

Paid sick leave provided under the Dallas Ordinance is not in addition to PTO accrued under the
Company’s PTO Policy if a Team Member’s accrual under the Company’s PTO Policy is at least
equivalent to the requirements under the Dallas Ordinance.

Retaliation against Team Members who exercise their rights under the Dallas Ordinance is
prohibited.

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 APPENDIX D

FEDERAL GOVERNMENT SUPPLEMENT

As reflected in this Team Member Handbook, the Company strives every day to maintain its reputation
for ethical business conduct. If, as part of your work for the Company, you interact with the U.S.
Government, you are expected to read and comply with this Federal Government Supplement. This
Federal Government Supplement is intended to provide additional guidance for Team Members who
provide service to, perform work for, or interact with U.S. Government entities.

Entities that contract with the U.S. Government face unique responsibilities beyond those presented by
other areas of our businesses. It is essential that Team Members who interact with the U.S. Government
understand the rules the U.S. Government established for itself, its suppliers, and service providers.
Typically, government rules and ethical standards are more stringent than those presented by or required
in our relationships with our non-government customers.

The laws and regulations applicable to companies that do business with the U.S. Government are
complex. This Federal Government Supplement is intended to facilitate the ability of the Company to
comply with the rules and ethical standards unique to working with the U.S. Government. If you have
any questions or doubts concerning the applicable rules or what may be considered ethical conduct under
the circumstances, contact the Law Department.

This Federal Government Supplement is incorporated into this Handbook and is applicable where the
Company is engaged in business with the U.S. Government or parties acting on behalf of the U.S.
Government. For purposes of this Federal Government Supplement, the terms “Government” or
“government” mean the U.S. Government, its agencies, and departments.

Compliance with U.S. Government Contracting Laws

Doing business with the U.S. Government is different from doing business in the commercial
marketplace. The laws and regulations related to contracting with the U.S. Government are far-reaching
and complex, placing burdens on the Company that are in addition to those faced by the Company when
serving its non-government customers. For example, government regulations provide strict guidelines
that cover providing gifts to employees of the U.S. Government. Compliance with the law does not
comprise our entire ethical responsibility. Rather, it is an essential condition for performance of our
duties. If you have any questions about the application or interpretation of any provision of this Federal
Government Supplement and the laws discussed herein, contact the Law Department.

Compliance with Government Contracts and Subcontracts

Statues and regulations define the way in which contracts with the U.S. Government (and subcontracts
awarded under these contracts) are conceived, structured, awarded, performed, and completed. These
statutes and regulations help to define the contract and subcontract terms and conditions and the manner
in which those contracts and subcontracts are administered. This means that many behaviors that are
acceptable in a commercial, non-governmental setting are not allowed in a government context. For
example, certain types of gifts, meals, and entertainment that might be considered a normal part of doing
business with commercial customers are forbidden under government contract laws.

Once a government contract has been awarded, management in that location must ensure that Team
Members understand the requirements of such contract and that the necessary processes and controls are
in place to comply with all terms and conditions of the contract. It is important to recognize that certain

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regulations apply even if not expressly stated in the contract. For example, federal law provides
protections for those individuals who identify improprieties related to performance of a government
contract and report them to the government. Also, the Company will flow down appropriate requirements
to its subcontractors and suppliers. To the extent the Company serves as a subcontractor under a prime
contract with the U.S. Government, these same principles would apply.

Billing and Invoicing the Government

The Company bills its customers honestly for services. Team Members are expected to comply with the
“Time and Attendance” section of this Handbook. Among other requirements, the Time and Attendance
policy requires that Hourly (Non-Exempt) Team Members: (1) are accurate, honest, and prompt in their
timekeeping; (2) record all hours worked; (3) record all time on a regular, daily basis; and (4) verify the
accuracy of their time cards.

The Company must submit accurate invoices to the U.S. Government and must promptly correct any
inadvertent errors. When performing work for the U.S. Government, some of that work may be subject to
cost principles that limit the costs that can be billed to the government. In order for the Company to
charge and recover incurred costs, we must determine that a particular cost is reasonable, allowable, and
allocable. The Company will not invoice the U.S. Government for any unallowable costs, including
advertising and lobbying costs, fines, and penalties. If you have reason to believe or discover that a U.S.
Government customer has been inadvertently billed or, that an invoice or bill is inaccurate, false, or
misleading, report it promptly to your supervisor.

Gift Policies with Respect to U.S. Government Officials

The Company’s accepted practices with respect to giving or accepting items of value are set forth in the
“Gifts and Entertainment” section of this Handbook. However, when dealing with the U.S. Government,
gift and practices that may be acceptable in a purely commercial setting may be unacceptable or even
against the law.

Federal statutes and regulations prohibit U.S. Government employees from accepting gifts, gratuities, and
items of value from service providers that do business with the government. A gift is defined very
broadly and includes any item of value, including any gratuity, favor, discount, entertainment, hospitality,
loan, forbearance or other item of monetary value, whether provided in kind or through reimbursement.
Your interaction with the government must be free from the perception that favorable treatment was
sought, received, or given in exchange for business courtesies such as gifts, entertainment, or gratuities.
Team Members must not give a gift or any item of value to U.S. government employees or officials for
any reason. Providing gifts of even a nominal value to government employees or officials can create, at a
minimum, an appearance of impropriety that must be avoided.

Do not provide any gift to a U.S. Government employee or official without receiving advance written
approval from the Law Department. This applies regardless of whether gifts are provided directly or in
kind. In addition, note that the mere promise, offer, or invitation may create a thing of value, so Law
Department review and written approval is required in advance of making any such offers.

Bribery and Illegal Gratuities

The Company strictly forbids conduct that presents even the appearance of offering or accepting a bribe,
kickback, or illegal gratuity in connection with a contract with the U.S. Government. Refer to the “Bribes
and Solicitation of Gifts or Entertainment” section of this Handbook.

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 APPENDIX E

NEW YORK STATE STATEMENT ON REPRODUCTIVE HEALTH DECISIONS

New York State law prohibits discrimination and retaliation in employment based on an employee’s or an
employee’s dependent’s reproductive health-decision making, including but not limited to, the decision to
use or access a particular drug, device, or medical service (hereinafter “reproductive health decisions”).

It is an unlawful employment practice for the Company to access employees’ personal information
regarding their or their dependent’s reproductive health decisions without an employee’s prior informed
affirmative written consent, or to require an employee to sign a waiver or other document which purports
to deny employees the right to make their own reproductive health decisions.

Any employee who feels there has been a violation of this policy should report the concern to Human
Resources. The Company will investigate and take appropriate remedial action. An employee may also
file a private legal action and can seek remedies to the extent available under applicable law.
Discrimination and retaliation against employees who exercise rights under this policy is prohibited.

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