U.S.

Employee Handbook
CONTENTS

Introduction ......................................................................................................................................................... 9

About This Handbook .........................................................................................................................................9

Welcome to the Company ...............................................................................................................................11

About Our Company ........................................................................................................................................12

Your Company’s Portal .....................................................................................................................................12

Changes in Policy:.............................................................................................................................................13

Equal Employment Opportunity ......................................................................................................................13

Accommodation of Individuals with Disabilities ..............................................................................................14

Employment Policies ........................................................................................................................................15

Expense Reimbursement Policy ................................................................................................................................................................ 15

Expense Report Submission ...................................................................................................................................................................... 15

Receipts .................................................................................................................................................................................................... 15

Air Travel................................................................................................................................................................................................... 16

Lodging ..................................................................................................................................................................................................... 17

Out-Of-Town Meals .................................................................................................................................................................................. 18

Ground Transportation when traveling .................................................................................................................................................... 18

Parking/Tolls ............................................................................................................................................................................................. 18

Entertainment and Business Meetings ..................................................................................................................................................... 18

Home Office Set Up .................................................................................................................................................................................. 19

Cell Phone ................................................................................................................................................................................................. 19

Travel for Candidates Interviewing ........................................................................................................................................................... 20

Employee Referral Bonus Program ........................................................................................................................................................... 20

“At Will” Employment Relationship .......................................................................................................................................................... 21

Immigration Law Compliance ................................................................................................................................................................... 21

Workplace Harassment Policy .................................................................................................................................................................. 22

Internal Complaint Procedure .................................................................................................................................................................. 23

August 2020
 Agency Complaint Procedure ................................................................................................................................................................... 25

Bullying ..................................................................................................................................................................................................... 25

Social Security Number Privacy Policy ...................................................................................................................................................... 26

Employee Address .................................................................................................................................................................................... 28

Foreign Corrupt Practices Act ................................................................................................................................................................... 28

Code of Ethical Conduct and Business Ethics ............................................................................................................................................ 28

Antitrust and Competition Laws ............................................................................................................................................................... 30

International Trade ................................................................................................................................................................................... 30

Global Anti-bribery and Anti-corruption ................................................................................................................................................... 30

Conflict of Interest .................................................................................................................................................................................... 31

Confidentiality .......................................................................................................................................................................................... 31

Secondary Employment ............................................................................................................................................................................ 31

Employment of Relatives .......................................................................................................................................................................... 32

Romantic Relationships ............................................................................................................................................................................ 32

Solicitations .............................................................................................................................................................................................. 33

Drug Free Workplace Act Statement ........................................................................................................................................................ 33

Disciplinary Action .................................................................................................................................................................................... 34

Termination .............................................................................................................................................................................................. 35

Employment References ........................................................................................................................................................................... 36

Employee benefits ...........................................................................................................................................38

Core benefits: ........................................................................................................................................................................................... 38

Core Benefits Guidelines ........................................................................................................................................................................... 38

Continuation of Benefits (COBRA) ............................................................................................................................................................ 39

Employee Assistance Program (EAP) ........................................................................................................................................................ 40

Workers’ Compensation Insurance ........................................................................................................................................................... 40

Time-Off & Leave benefits ...............................................................................................................................41

Company Holidays/holiday office shut-down ........................................................................................................................................... 41

Volunteer Time Off: .................................................................................................................................................................................. 42

August 2020
 California School Activities Leave.............................................................................................................................................................. 42

Leave for Victims of Domestic Violence and Sexual Assault ..................................................................................................................... 43

Leave for Victims of Felony Crimes ........................................................................................................................................................... 44

Election Day .............................................................................................................................................................................................. 44

Jury Duty and Subpoenaed Witness Leave ............................................................................................................................................... 44

Parental Leave Policy ................................................................................................................................................................................ 44

Sick Leave Policy ....................................................................................................................................................................................... 45

Important leave Summaries & Benefit exhange notice ...................................................................................45

Family and Medical Leave Act (FMLA) & California Family Rights Act (CFRA) ........................................................................................... 45

Military Leave (USERRA) ........................................................................................................................................................................... 45

Benefit Exchange Notice ........................................................................................................................................................................... 46

PART B: Information About Health Coverage Offered by Your Employer ................................................................................................. 47

Pay Practices ....................................................................................................................................................48

Employment Classifications ...................................................................................................................................................................... 48

Job Descriptions ........................................................................................................................................................................................ 49

Promotions and Transfers ......................................................................................................................................................................... 49

Pay Periods ............................................................................................................................................................................................... 50

Paycheck Deductions ................................................................................................................................................................................ 50

Paycheck Additions ................................................................................................................................................................................... 51

Exempt Employee Reduction of Salary ..................................................................................................................................................... 51

Time Reporting for Hourly and NON-EXEMPT Employees ........................................................................................................................ 52

Overtime Pay ............................................................................................................................................................................................ 53

Meal and Break Policy............................................................................................................................................................................... 53

Lactation Break ......................................................................................................................................................................................... 54

Attendance and Punctuality ..................................................................................................................................................................... 54

Absences ................................................................................................................................................................................................... 54

Tardiness................................................................................................................................................................................................... 55

Workplace Information Policies .......................................................................................................................56

August 2020
 Business Hours .......................................................................................................................................................................................... 56

Inclement Weather ................................................................................................................................................................................... 56

Dress Code ................................................................................................................................................................................................ 56

Telecommuting ......................................................................................................................................................................................... 57

Work From home policy ........................................................................................................................................................................... 57

Smoke-Free Workplace............................................................................................................................................................................. 58

Prohibited Conduct ................................................................................................................................................................................... 59

Conflict Resolution and Complaint Procedure .......................................................................................................................................... 60

Company Property ...........................................................................................................................................63

Company Equipment ................................................................................................................................................................................ 63

Personal Property ..................................................................................................................................................................................... 63

Personnel File Access ................................................................................................................................................................................ 63

Use of Company Property ......................................................................................................................................................................... 64

Personal Vehicle Use ................................................................................................................................................................................ 65

Rented Vehicles ........................................................................................................................................................................................ 65

Personal Mail and Phones......................................................................................................................................................................... 65

Information Systems and Security Use of Information Systems ......................................................................66

Use of Social Networking Communications for Personal Reasons ............................................................................................................ 68

Workplace Monitoring .............................................................................................................................................................................. 69

Social Media Policy ................................................................................................................................................................................... 70

Software Policy.................................................................................................................................................76

Software Licensing .................................................................................................................................................................................... 76

Software Usage ......................................................................................................................................................................................... 76

Security of Information Systems ............................................................................................................................................................... 77

Violations .................................................................................................................................................................................................. 77

Safety and SecuritY ...........................................................................................................................................78

Rented Vehicles ........................................................................................................................................................................................ 78

Personal Vehicle ....................................................................................................................................................................................... 78

August 2020
 Cell Phone and Texting While Driving ....................................................................................................................................................... 78

Information Classification Policy ............................................................................................................................................................... 79

Unclassified Information: .......................................................................................................................................................................... 79

Proprietary Information: ........................................................................................................................................................................... 79

Client Confidential Data: ........................................................................................................................................................................... 80

Company Confidential Data: ..................................................................................................................................................................... 80

Information Security Procedures .............................................................................................................................................................. 80

Proper E-mail, Instant Messaging (IM) and Internet usage ....................................................................................................................... 82

Using Workstation Appropriately ............................................................................................................................................................. 82

Device and Media Control ........................................................................................................................................................................ 82

Using and Safeguarding Corporate Information ....................................................................................................................................... 83

Threats and Violence ................................................................................................................................................................................ 84

Security Incident Procedure ...................................................................................................................................................................... 85

Exhibit A ............................................................................................................................................................ 94

Family and Medical Leave Act (FMLA) .............................................................................................................94

Employees Eligible for FMLA Leave ........................................................................................................................................................... 94

Additional Military Family Leave Entitlement (Injured Servicemember Leave) ........................................................................................ 95

Intermittent Leave and Reduced Leave Schedules ................................................................................................................................... 96

Protection of Group Health Insurance Benefits ........................................................................................................................................ 96

Restoration of Employment and Benefits ................................................................................................................................................. 97

Notice of Eligibility for, and Designation of, FMLA Leave.......................................................................................................................... 97

Timing of Employee Notice ....................................................................................................................................................................... 98

Initial Medical Certifications ................................................................................................................................................................... 100

Medical Recertification ........................................................................................................................................................................... 100

Return to Work/Fitness for Duty Medical Certifications ......................................................................................................................... 101

Submit Certifications Supporting Need for Military Family Leave .......................................................................................................... 101

Substitute Paid Leave for Unpaid FMLA Leave ........................................................................................................................................ 101

Coordination of FMLA Leave with Other Leave Policies .......................................................................................................................... 102

August 2020
 California Family Rights Act .................................................................................................................................................................... 104

August 2020
INTRODUCTION

ABOUT THIS HANDBOOK

This handbook is provided as a summary description of the policies, practices, and benefits for
employees of Coupa Software Incorporated (“Coupa” or the “Company”). We hope this handbook

will help foster open communication and serve as a useful reference.

This handbook summarizes some, but not all, of the principal human resource policies in effect at the

time it was issued. No employee handbook can anticipate every circumstance or question about

policy. Therefore, Coupa reserves the right to revise, modify, delete, or add to any and all policies,

procedures, work rules, or benefits stated in this handbook or in any other document, except for the

policy of at-will employment. Where the handbook differs from new or revised policies and practices
later adopted by Coupa, the new or revised policy shall control.

Please read this handbook carefully and refer to it frequently. It is your responsibility to be familiar

with the contents, any amendments/changes to the handbook, and the policies and practices of the

Company. You can obtain additional information or clarification about the other benefits and policies

of the Company from the People Team. This handbook is considered Confidential Property of the

Company and is not to be reproduced or given to anyone outside the Company. Should you leave
the Company’s employ, you may not take a copy with you.

The Company complies with all federal, state and local laws regarding employment whether or not
specifically delineated in this handbook. If you have questions about your particular state, please

contact your manager or the People Team.

The Company is committed to an environment where open, honest communications are the

expectation, not the exception. We want you to feel comfortable in approaching your supervisor or

management in instances where you believe violations of policies or standards have occurred. In
situations where you prefer to place an anonymous report in confidence, you are encouraged to use

a hotline at www.coupasoftware.ethicspoint.com, which is hosted by a third party hotline provider

August 2020
 called EthicsPoint. You are encouraged to submit reports including those relating to violations stated

in the Coupa Software Employee Handbook, as well as asking for guidance related to policies and

procedure. The information you provide will be sent to us by EthicsPoint on a confidential and

anonymous basis, if you choose and depending on whether the state you work in allows for
anonymous reporting.

THIS HANDBOOK IS NOT A CONTRACT , EXPRESS OR IMPLIED , GUARANTEEING EMPLOYMENT FOR ANY SPECIFIC DURATION . E ITHER
YOU OR THE COMPANY MAY TERMINATE THIS RELATIONSHIP AT ANY TIME , FOR ANY REASON , WITH OR WITHOUT CAUSE OR NOTICE .
PLEASE UNDERSTAND THAT NO SUPERVISOR , MANAGER, OR REPRESENTATIVE OF THE COMPANY HAS THE AUTHORITY TO ENTER
INTO ANY AGREEMENT WITH YOU FOR EMPLOYMENT FOR ANY SPECIFIED PERIOD OF TIME OR TO MAKE ANY PROMISES OR
COMMITMENTS CONTRARY TO THE FOREGOING . FURTHER , ANY EMPLOYMENT AGREEMENT SHALL NOT BE ENFORCEABLE UNLESS
IT IS IN A FORMAL WRITTEN AGREEMENT AND SIGNED BY YOU AND THE COMPANY’ S CEO. THE COMPANY , AT ITS OPTION , MAY
CHANGE , DELETE , OR DISCONTINUE PARTS OF THE HANDBOOK OR IN ITS ENTIRETY , AT ANY TIME OR WITHOUT PRIOR NOTICE . IN
THE EVENT OF A POLICY CHANGE , EMPLOYEES WILL NOT ALWAYS BE NOTIFIED, AND THE EMPLOYEE IS RESPONSIBLE TO CONTINUE
TO REVIEW AND CHECK THE MOST UPDATED COPY OF THE EMPLOYEE HANDBOOK ON OUR EMPLOYEE PORTAL . H OWEVER , WE WILL
ENDEAVOR TO UPDATE YOU OF CHANGES , AS IT IS IN ALL OF OUR INTERESTS TO ENSURE THAT POLICIES , IF UPDATED , ARE TIMELY
COMMUNICATED . ANY SUCH ACTION SHALL APPLY TO EXISTING AS WELL AS TO FUTURE EMPLOYEES .

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WELCOME TO THE COMPANY

Welcome to Coupa! Here at Coupa you can express your talents as you never have before in a typical
professional environment. We asked you to join us because we found something very special and
unique about you. It may be your balance of integrity and street smarts for our sales team, your
contagiously positive energy for our lead generation team, your creativity and fresh thinking for our
marketing team, your relationship building demeanor for our alliances team, your strong intellect and
learning agility for our development team, your technical prowess and experience for our operations
team, or your unwavering passion for seeing customers become successful against any and all odds for
our delivery team.

Whether it's these attributes or other unique characteristics that you possess, we want you to express
them here at Coupa. We want you to push yourself and to push us to be better and better at what we
do. What we do is quite simple. We are on a mission to:

Deliver software innovation that breeds responsible spending while impacting the
company bottom line for customers around the world.

Our customers need us! Our prospects need us! Our marketplace needs us! It is our responsibility to
deliver! We deliver each day by focusing on three core values:

ENSURE CUSTOMER SUCCESS

Obsessive and unwavering commitment to making customers successful.

FOCUS ON RESULTS

Relentless focus on delivering results through innovation and a bias for action.

STRIVE FOR EXCELLENCE

Commitment to a collaborative environment infused with professionalism, integrity, passion, and

accountability.

We ask you to internalize this mission statement and the core values as you engage in your daily work
with us. They define what we are doing and how we are doing it. The opportunity for us is massive.
Virtually no company on the planet is doing an exceptional job in using information technology as
effectively as they could to manage their spending on operational resources. We are here to change
that forever, and we are off to a great start. Now, it is your time to play a part. Pick up an oar and start
paddling. Pick up a mouse and start clicking. Pick up a phone and start calling. We are creating the
future of our industry together!!!

Rob Bernshteyn
CEO Coupa Software, Inc.

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ABOUT OUR COMPANY

Change usually starts by asking a few good questions. Back in 2006, the enterprise software space was
suffering from a real lack of innovation. It was expensive, difficult to install, required extensive training

and people hated using it. The founders of Coupa saw that people were already easily shopping online

from home, but at work they were saddled with systems they hated. So, they asked themselves, “Why
should the way we buy at work be any different from how we buy at home?” And better still…
“Shouldn’t software work the way people do, and not the other way around?”

And that was the start of Coupa, procurement software made with one focus - the end user. Coupa was

founded on the premise that it should be easy for people to help save their company money. It was a

radical idea, but the truth is, it doesn’t matter how good your procurement software is, if people don’t

use it, you won’t save a dime.

Today we’re still all about the end user and giving people innovative solutions to help them contribute

to the company savings. Coupa works on mobile, in the cloud and the interface is convenient and

familiar. Most people say it feels just like shopping from home. In fact, people like it so much that most

companies see a user adoption rate of almost 100%!

Coupa helps companies create an environment of responsible spending, and by doing that they save

money. After all, software doesn’t spend money, people do. And when we’re united by a common

purpose, great things happen. E-procurement is an outdated concept; it’s time for We- procurement.

YOUR COMPANY’S PORTAL

Throughout this handbook, you will see references to the Company’s Portal. The Company-wide

intranet Portal is a business tool that helps us work smarter, be more productive and save money. Using

the latest technology to gather information and tools from around the Company, the Portal makes

information readily accessible, such as the Company policies referred to in this handbook. You can
access the Portal by logging onto https://sites.google.com/a/coupa.com.

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CHANGES IN POLICY:

The competitive environment and other conditions of this business are constantly changing. The

Company, therefore, expressly reserves the maximum amount of discretion permitted by law to
administer, interpret, discontinue, review, modify, and change any of its respective benefits, policies and

plans, including those covered in this handbook, at any time with or without prior notice. While we will
endeavor to inform you of changes, employees may not always be notified about such changes and are

responsible to continue to check for updates by contacting HR or reading the employee handbook on
the employee portal. Changes shall become effective on the dates determined by the Company. You

may not rely on policies that have been amended and replaced. No supervisor, manager or

representative of the Company has the authority to alter the foregoing. If you are uncertain about any

policy or procedure, please check with your supervisor or the People Team.

EQUAL EMPLOYMENT OPPORTUNITY

Coupa is an Equal Opportunity Employer. We are committed to a workplace environment that encourages

growth and respect for all current and prospective employees based upon job-related factors such as

their educational background, work experience, and ability to perform the essential functions of a

particular job. It is the policy and practice of this Company to prohibit any form of discrimination or
harassment based on race, color, age, national origin, religion, sex, military or veteran status, physical
and/or mental disability, genetic information, ancestry, medical condition, genetic information, marital

status, gender, gender identity, gender expression, transgender status, age, sexual orientation, or any
other status protected under applicable federal, state or local law. Support and belief in this principle is a

basic responsibility of all Company employees.

Our management is guided by ethical standards that comply with legal requirements. It is the

responsibility of every manager, supervisor and employee to conscientiously follow this policy.

If you have any questions regarding this policy, you should discuss them with the People Team, your

supervisor, any manager with whom you feel comfortable discussing this matter, or the CEO of the

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Company. See Complaint Procedures in the Workplace Harassment Policy below for additional

information.

ACCOMMODATION OF INDIVIDUALS WITH DISABILITIES

Coupa complies with the Americans with Disabilities Act (ADA), the Americans with Disabilities Act
Amendments Act (ADAAA) and applicable state and local laws providing for nondiscrimination in
employment against qualified individuals with disabilities. We are committed to providing equal

employment opportunities to all individuals, including those with disabilities. The Company also provides

reasonable accommodation to qualified individuals when:

▪ an applicant requests an accommodation during the application process;

▪ an employee requests an accommodation to enable him or her to perform essential job

functions or gain access to company facilities; or

▪ an employee asks for an accommodation to enjoy equal benefits and privileges of employment.

It is the Company’s policy to, without limitation:

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

▪ Keep all medical-related information confidential in accordance with the requirements of the
ADA, the ADAAA and comparable state and local law and retain such information in separate
confidential files;

▪ Provide applicants and employees with disabilities with reasonable accommodation to perform
the essential functions of their job positions, except where such an accommodation would
create an undue hardship on the Company; and

▪ Notify individuals with disabilities that the Company provides reasonable accommodation to
qualified individuals with disabilities, by including this policy in the Company’s employee
handbook.

Coupa will process requests for reasonable accommodations in a timely manner and, as appropriate,
provide accommodations promptly. To enact this policy, the Company has designated the HR department

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August 2020
with the administrative responsibility for the program. Employees needing reasonable accommodations

should contact HR department for assistance.

EMPLOYMENT POLICIES

EXPENSE REIMBURSEMENT POLICY

Travel & Expense Guidelines

Philosophy: “Spend it like it is your own money”

Policy Highlights

• Any expense greater than $25 USD requires a receipt

• Expense Reports should be submitted for approval within 60 days from the date the expense

occurred

• Group meals and/or entertainment costs (QBR's, customer events, team meetings, etc.)

exceeding $1,000 USD require an approved Purchase Order

• Use the Egencia travel portal to book travel, including flights, lodging and rental cars

Expense Report Submission

For financial reporting, tax, and business management purposes, it is essential that employees submit

expense reports for an approval within 60 days from the date the expense was incurred. Failure to remit

expense report within this time period may require CFO or Controller approval and result in non-payment,

at the discretion of the company.

Receipts

We don’t want to nitpick receipts and so we don’t require receipts for expenses less than $25 USD,
excluding lodging and billable expenses. For expenses over $25 USD, we need adequate documentation
for the expenditures.

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August 2020
 • Original, photocopied, and/or electronic receipts are acceptable.

• Credit card receipts alone are insufficient for reimbursement.

• All receipts must meet the regulatory requirement for “adequate evidence”.

Documentary evidence ordinarily will be considered adequate if it shows the amount, date, place, people
attending with you and essential character of the expense.

If any of the above information is not presented directly on the receipt, it should be documented

on the MyCoupa expense report line submission.

All client billable expenses must be supported by detailed receipt backup regardless of dollar amount.

Mileage expenses should include a starting and ending point. Trips that include multiple customers

should be submitted separately by customer. Please make sure that all expenses marked as “Charge to
Customer” (billable) are agreed and approved upfront by the customer if not already outlined within the

MSA/SOW.

Air Travel

Air travel reservation should be made as far in advance as possible in order to take advantage of the

reduced fares. All business travel should be booked through Egencia, our corporate travel vendor. For
any airfare cost that exceeds $1,500 USD your trip requires pre-approval from the finance department.

This approval request is automatically generated by the Egencia system. Employees may accept and retain
frequent flyer miles and compensation for their personal use but they may not deliberately patronize a

single airline to accumulate frequent flyer miles if less expensive comparable tickets are available on
another airline. Global TSA/GSA or equivalent are not reimbursable.

Coupa reimburses tickets for economy class seats, unless previously authorized by CEO or CFO. If your

upgraded travel is approved, please attach your approval email to your expense report. Without CEO or

CFO pre-approval, if you would like to take advantage of premium seating while flying, that additional

cost will not be eligible for reimbursement but you can purchase the ticket with upgrade and submit to
Coupa proof of the purchase and proof of the cost without an upgrade and you will be reimbursed the

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August 2020
 cost of your ticket minus the upgrade cost for your flight. Reasonable baggage fees for business travel

will be reimbursed.

Employees can download and use the Egencia mobile app from the App Store for iPhone and iPad and

from the Google Play or Amazon Appstore for Android devices. It is a great feature, especially for travelers
who are always on the go.

Lodging

Coupa wants all employees traveling to feel comfortable while traveling. Individuals are encouraged to

book hotel accommodations through Coupa’s corporate travel agency, Egencia. If you are traveling to
our San Mateo office, we do have a company discounted rate at the Hyatt Regency San Francisco Airport

or you have an option to book with Residence Inn by Marriott, with negotiated rates available with
Egencia. Travelers should use moderately priced hotel accommodations whenever possible and are urged

to always book the least expensive room available. We require an itemized hotel folio for reimbursement.

Credit card receipts alone are insufficient for reimbursement.

Actual lodging costs are limited to the room charge plus applicable taxes. All other charges such as meals,
parking, or miscellaneous items that appear on the hotel folio should be listed as separate expenses and

categorized accordingly on your expense report. Charges that are personal in nature should be identified

and deducted.

• Reasonable and necessary laundry expenses will be reimbursed after travel of five (5) or more

consecutive days.

• When travel plans change, each traveler is responsible for the cancellation of their hotel
reservations. Cancellations should be coordinated directly with the hotel. Individuals will be

personally accountable for “no‐show” fees except where extenuating circumstances exist.

• Participation in hotel frequent guest programs should not influence a hotel selection that would

result in an incremental cost to Coupa.

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August 2020
 Business Meals & Entertainment

We want you to eat well and healthy while you are traveling, but this isn’t a night out on the town.
Individual daily meal and beverage expenses are limited to $100 USD per day and must not include

extravagances. This is not to be interpreted as a per diem amount. Expenses that exceed the $100 USD
daily threshold require a written explanation on the traveler’s expense report.

Business meals with clients, prospects and business associates during which a business discussion takes

place should be categorized as business entertainment on the expense report. Do not use meal -

dinner/lunch as category for such spend.

Group meals and/or entertainment costs (QBR's, customer events, team meetings, etc.) exceeding $1,000
USD will require an approved Purchase Order.

A detailed restaurant receipt is considered adequate documentation. Credit card receipts alone are

insufficient for reimbursement.

If any of the above information is not presented directly on the receipt, it should be documented on the

MyCoupa expense report line submission.

Ground Transportation

Employees are compensated for use of their personal cars when used for business related travel. When

individuals use their personal car for such travel, mileage will be allowed at the current country approved
rate per mile/km, which could change each year. Employees are not reimbursed for travel from home
to/from work.

• The mileage allowance covers all automobile costs including fuel, repairs/maintenance, insurance,
etc.

• Reimbursement for use of a personal automobile must include the date of each trip, to/from

locations, and number of miles driven for each segment.

• Tolls and parking will be reimbursed.

• Only one person in a personal vehicle may submit a claim for mileage reimbursement.

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August 2020
 • Accidents should be reported to the police and your personal auto insurance company

immediately. Coupa and its affiliates are not responsible for physical damage to your personal

automobile.

• Parking tickets or fines for traffic infractions are not reimbursable under any circumstances.

Home Office Set Up

If you work from home at Coupa’s request, we will provide you with a laptop, monitor, keyboard, and

mouse, and reimburse up to $50 USD of your cost for high speed internet unless specifically

communicated for your country. If you are required to have a landline in your home office, Coupa will

reimburse you $50 USD a month but approval from the VP, Controller must first be obtained. Any
additional cost for your home office set up must be pre-approved by accounting.

Rising Desk will not be approved for employees who work from home. For office employees, a doctor’s

note is required to justify the need for a rising desk.

Cell Phone

Cell phone reimbursement policy is dependent upon department and location. Please have your manager

contact the EVP of People or VP, Controller to inquire about cell phone reimbursements. When remitting

an expense reimbursement request, please provide adequate documentation of the expenditure.

Temporary Office, Meetings & Event Space

Coupa has contracted with Regus Business Centers to offer employees access to meeting rooms and

temporary office space. If you are traveling and need access, email realestate@coupa.com for more
information.

When planning an event with customers or colleagues, such as QBR’s, trainings, etc., remember to utilize

and reference a Purchase Order from MyCoupa. Also consider using CoupaPay for your deposits and
fixed fees.

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August 2020
 Interview Candidate Travel

Candidate pays cost and will be reimbursed.

• Air Travel: Coach Flight not to exceed $750 USD round trip (anything over must be pre-approved
by VP Talent Acquisition and VP Controller).

• Car: Mileage at the country rate per mile. Mileage is for home to Coupa office, and only if
candidate lives more than 100 miles from the office.

• Meals: Up to $75 USD a day for the day at Coupa (if you come a day early or leave a day late there

is no meal reimbursement from Coupa)

• Taxi: Cost from airport to Coupa and back or airport to hotel and then Coupa and back

• Hotel: Up to $250 USD a night room only (this would only be allowed for someone traveling 5

hours or more for the interview)

EMPLOYEE REFERRAL BONUS PROGRAM

Coupa Software believes an effective way of increasing the success of hiring and retaining good people

can fall in the hands of its own employees. Coupa encourages employees to refer friends, colleagues,
and people they previously worked with for job vacancies. To reward employees for referring qualified
candidates who subsequently are hired, Coupa will pay referring employees a bonus for each successful

referral made in accordance with the following general provisions.

REFERRAL PROGRAM PROCEDURE

The referring employee must forward the qualified candidate’s resume to the People Team through its
regular referral process through Lever by the employee. Navigation: Lever > Interviews > + Refer

Candidate

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August 2020
 Referral Bonus Payment Procedure

Employees who refer a qualified candidate who subsequently is hired are eligible for a referral bonus
payment of $4,000 USD or 80,000 INR. This bonus is paid after the referrals 90 days of employment. All
referral bonuses are taxed accordingly.

REFERRAL BONUS ELIGIBILITY CRITERIA

No referral bonuses are paid for referrals of candidates who are rehires, current contractors or who
have applied for an opening at Coupa previously. To be eligible for bonus payments described above,

the referring employee must still be an active employee at the time the payment is due. All active

employees of Coupa are eligible for the Employee Referral Bonus except for: Hiring Manager, Vice

President of Hiring Manager and Recruitment Team in HR. Employee must have working knowledge of
their referral. They must have worked together at a previous company.

“AT WILL” EMPLOYMENT RELATIONSHIP

Each employee’s employment relationship with the Company is voluntarily entered into and employees

are free to resign at any time with or without notice. Similarly, the Company is free to end any

employment relationship at any time, with or without cause and with or without notice. Accordingly,

there is no promise that your employment will continue for a set period of time or that an employee’s

employment will be terminated only under particular circumstances. The relationship between the

Company and the employee is and always will be one of voluntary employment ‘at-will.’ Only the CEO

of the Company can enter into an agreement contrary to this policy. Any such agreement must be in

writing and signed by both the employee and the CEO, as well as the People Team.

IMMIGRATION LAW COMPLIANCE

The Company is committed to employing only United States citizens and aliens who are authorized to

work in the United States and does not unlawfully discriminate on the basis of citizenship or national

origin. In compliance with the Immigration Reform and Control Act of 1986, as amended, each new
employee, as a condition of employment, must complete the Employment Eligibility Verification Form I-

9 and present documentation establishing identity and employment eligibility. Former employees who

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August 2020
 are rehired must also complete the form if they have not completed an I-9 with the Company within the

past three years, or if their previous I-9 is no longer retained or valid. Employees with questions or

seeking more information on immigration law issues are encouraged to contact the People Team.

Employees may raise questions about immigration law compliance without fear of reprisal. Coupa does
use the government system of eVerify when processing an I-9 and expects all new hires to provide

documentation within 3 days of hire of their eligibility to work in the US. It is your responsibility to

update HR with any changes at any time.

WORKPLACE HARASSMENT POLICY

Harassment in employment on the basis of race, religion, color, national origin, ancestry, physical and/or

mental disability, medical condition, genetic information, marital status, sex, gender, gender identity,

gender expression, transgender status, age, sexual orientation, military or veteran status, or any other

protected characteristic is unlawful under federal and state law. The Company does not tolerate
harassment of employees, applicants, contractors, unpaid interns or volunteers in the workplace or in a

work-related situation, and harassment is a violation of the Company’s rules of conduct. This

commitment applies to all persons involved in the operations of the Company, including contractors,

vendors and volunteers, and prohibits harassment, discrimination and retaliation by any Company

employee, including any supervisor or co-worker or by any vendor or customer.

Unlawful harassment in employment (or in the service relationships set forth above) may take many

different forms. Some examples are:

▪ Verbal conduct such as epithets, derogatory comments, slurs, or unwanted comments and
jokes;

▪ Visual conduct such as derogatory posters, cartoons, drawings or gestures;

▪ Physical conduct such as blocking normal movement, restraining, touching, or otherwise

physically interfering with the work of another individual;

▪ Threatening or demanding that an individual submit to certain conduct or perform certain

actions in order to keep or get a job, to avoid some other loss, or as a condition of job benefits,
security or promotion; and

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August 2020
 ▪ Retaliation by any of the above means for having reported harassment or discrimination or
having assisted another employee to report harassment or discrimination.

Sexual Harassment under these laws includes unwelcome sexual advances, requests for sexual favors

and other verbal or physical conduct of a sexual nature when:

▪ Submission to such conduct is made either explicitly or implicitly a term or condition of an

individual’s employment;

▪ Submission to or rejection of such conduct by an individual is used as the basis for employment
decisions affecting such individual; or

▪ Such conduct has the purpose or effect of unreasonably interfering with an individual’s work
performance or creating an intimidating, hostile or offensive working environment.

Note that sexual harassment does not have to be motivated by sexual desire. Sex discrimination and

harassment also may be based on gender identity (a person’s identification as male, female, a gender

different from the person’s sex at birth, or transgender), gender expression (a person’s gender-related
appearance or behavior, whether or not stereotypically associated with the person’s sex at birth),

transgender (a person whose gender identity differs from the person’s sex at birth), or sex stereotyping
(assumptions about a person’s appearance, behavior, or ability to perform certain types of work based

on a myth, social expectation, or generalization about the individual’s sex). Further, a person alleging

sexual harassment is not required to sustain a loss of tangible job benefits to establish sexual

harassment.

INTERNAL COMPLAINT PROCEDURE

Both as a matter of law and of common decency, each employee of the Company is entitled to pursue
his or her employment free of discrimination, harassment and retaliation based on race, religion, color,
national origin, ancestry, physical and/or mental disability, medical condition, genetic information,

marital status, sex, gender, gender identity, gender expression, transgender status, age, sexual
orientation, and military and/or veteran status. Similarly, contractors, unpaid interns and volunteers are

entitled to pursue their service relationship with the Company free of discrimination, harassment and

retaliation based on the above-listed protected categories. Accordingly, discrimination, harassment and

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August 2020
 retaliation of any Company employee, applicant, contractor, unpaid intern and volunteer by another

employee, supervisor, manager or third party, such as a vendor or customer, will not be tolerated.

If you believe that you are the object of harassment or discrimination on any prohibited basis or

retaliation for complaining about harassment or discrimination, or if you have observed such harassment
or discrimination, you should notify your supervisor, any other manager with whom you feel

comfortable, the Director of Human Resources or the Company’s CEO. Supervisors and managers must

report all complaints of discrimination, retaliation and/or harassment to the Director of Human
Resources so that a prompt internal investigation can occur.

Your complaint should include details of the incident or incidents, names of the individuals involved and

names of any witnesses. The Director of Human Resources will track and document all complaints. The
Director of Human Resources will immediately undertake an effective, thorough and objective

investigation of the discrimination, retaliation and/or harassment allegations. The Director of Human

Resources will document the investigation, including all interviews conducted. A reasonable conclusion

based on all evidence collected will be promptly reached. The investigation will be handled in as
confidential a manner as possible consistent with a full, fair, and proper investigation.

If the Company determines that discrimination, retaliation or harassment has occurred, effective remedial

action will be taken in accordance with the circumstances involved. Appropriate action will also be taken
to deter any future discrimination, retaliation and/or harassment. Any employee determined by the

Company to be responsible for discrimination, retaliation and/or harassment will be subject to

appropriate disciplinary action, up to and including termination. Violation of this policy by a third party,

such as a vendor or customer, will result in prompt remedial action, as appropriate. The Director of
Human Resources will advise all parties concerned of the results of the investigation.

The Company will not retaliate against you for filing a complaint made in good faith and will not tolerate

or permit retaliation by management, employees, co-workers or third parties, such as vendors and

customers. The Company encourages all employees, applicants, contractors, interns and volunteers to

report any incidents of discrimination, retaliation or harassment forbidden by this policy immediately so
that complaints can be quickly and fairly resolved.

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August 2020
AGENCY COMPLAINT PROCEDURE
Both the state and federal governments have agencies whose purpose is to address unlawful

discrimination, harassment and retaliation in the workplace. If you believe you have been harmed by an

unlawful practice and are not satisfied with the Company’s response to the problem, you may file a

written complaint with these agencies. For the State of California, the agency is called the Department of
Fair Employment and Housing (“DFEH”); the local address for the DFEH can be located in the white pages

of the local telephone directory or on the Internet. If you work for the Company outside the State of

California, please check the white pages of your local telephone directory or the Internet for the contact
information of the comparable state agency. The United States Equal Employment Opportunity

Commission (“EEOC”) also processes administrative charges of discrimination, retaliation and

harassment; the local address for the EEOC can be located in the white pages of your local telephone

directory or on the Internet.

If, after an investigation and hearing, any of these agencies finds that unlawful discrimination has

occurred, depending on the circumstances, you may be entitled to reinstatement or promotion, with or

without back pay.

Employees and applicants are protected by law from retaliation by their employer/company to whom

they provide services for opposing unlawful discriminatory practices, for filing a complaint with the DFEH,

comparable state agency or EEOC, or for otherwise participating in any proceedings conducted by any of

these agencies. Similarly, contractors, interns and volunteers are also protected are protected by law
from retaliation by the company to whom they provide services for opposing unlawful discriminatory

practices, for filing a complaint with the DFEH, comparable state agency or EEOC (to the extent

contractors, interns and volunteers can bring such claims before these agencies), or for otherwise
participating in any proceedings conducted by any of these agencies.

BULLYING
Bullying consists of repeated unnecessary and rude behavior towards a co-worker that is intended to be

offensive and cause emotional distress, whether verbal, physical or otherwise, conducted by one or more

persons against one or more co-workers, at the place of work and/or in the course of employment. It is

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August 2020
 Company policy that all employees will be treated with dignity and respect by their co-workers and the

Company. Bullying violates that policy.

The Company considers the following types of behavior examples of bullying:

▪ Verbal conduct such as screaming or yelling, inappropriate threats, epithets, or slurs;

▪ Visual conduct such as insulting posters, photography, tee-shirts, cartoons, drawings or

gestures directed towards a co-worker; and

▪ Physical conduct such as assault, unwanted touching or blocking normal movement.

Retaliation for reporting bullying, supporting another employee in reporting bullying, threatening to

report bullying or participating in an investigation into an incident of bullying is a violation of this policy.

AN INDIVIDUAL SUBJECTED TO WHAT HE /SHE BELIEVES IS BULLYING OR RETALIATION FOR

REPORTING BULLYING, SUPPORTING ANOTHER EMPLOYEE IN REPORTING BULLYING , THREATENING
TO REPORT BULLYING OR PARTICIPATING IN AN INVESTIGATION INTO AN INCIDENT OF BULLYING
SHOULD IMMEDIATELY REPORT THAT BEHAVIOR , PREFERABLY IN WRITING , TO THE P EOPLE TEAM OR
ANY COMPANY EXECUTIVE . IF ANY FURTHER INCIDENT (S) OF BULLYING OR RETALIATION OCCUR , THE
INCIDENT (S) MUST BE IMMEDIATELY REPORTED .

All Coupa employees no matter of position are required to successfully complete a Sexual Harassment

Prevention Training as scheduled through CoupaU each year of employment.

SOCIAL SECURITY NUMBER PRIVACY POLICY

The Company is dedicated to protecting the personal security and privacy of all employees and
customers. In the ordinary course of its business, and for a variety of legitimate business reasons, the

Company may collect and store personal information about its employees and customers, including all
or any part of an employee’s or customer’s social security number (“SSN”), in hard copy or digital
storage. For purposes of this policy, “SSN” means more than four sequential digits of an employee’s or

member’s social security number.

The Company takes measures to prevent the unauthorized disclosure of an SSN, including without
limitation:

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August 2020
 ▪ Ensuring the confidentiality of SSNs;

▪ Prohibiting unlawful or unauthorized disclosure of SSNs;

▪ Limiting the number of people with access to SSNs, and the circumstances under which SSNs
may be accessed;

▪ Ensuring the proper disposal of documents (hard copy or digital) that contain SSNs; and

▪ Disciplining any employee who violates this policy.

The Company, and every one of its employees with access to SSNs, will maintain the security and

confidentiality of every document containing the SSN. This means, at a minimum, that the Company will
securely maintain documents containing SSNs and that any access to digital files containing all or any

part of an SSN will be password protected.

Furthermore, no employee shall display or disclose an SSN without the express written consent of the
individual to whom the SSN is assigned. The Company will not mail any document containing an SSN

that is visible on, or from, the outside of the mailed article. Nor will the Company use the SSN as an

identifying number for its employees, or visibly print it on identification tags, badges, passes, cards or

licenses. The Company will not require you to use or transmit your SSN over the Internet, or any

Company intranet, computer system or network unless the connection is secure, or the transmission is

encrypted.

The Company restricts access to any document displaying an SSN to those with a legitimate business

need to access those documents. Access to these documents by anyone other than those individuals
with a legitimate business need to access those documents must be specifically authorized, in writing

by the People Team Director of Human Resources or by the individual to whom the SSN is assigned.
Documents containing an SSN will be disposed of in accordance with the Company document retention

policy and procedures.

Nothing in this policy is intended to modify an employee’s right to access their own personnel file, as

permitted by applicable law. Nor does this policy prohibit the use of an SSN where the use is

authorized by state or federal statute, rule, regulation, court order, or pursuant to legal discovery or

process.

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August 2020
 Violations of this policy will result in disciplinary action up to and including termination of employment.

Violators may also be subject to civil and criminal penalties authorized by applicable state or federal

law.

EMPLOYEE ADDRESS
The company will not release an address of an employee internally or externally without the written

consent of the employee. Human Resources or Payroll will not provide the address of an employee to

another employee or manager.

FOREIGN CORRUPT PRACTICES ACT

Coupa requires full compliance with the Foreign Corrupt Practices Act (FCPA) by all of its employees,

agents, contractors, consultants, distributors, and resellers.

The anti-bribery and corrupt payment provisions of the FCPA make illegal any corrupt offer, payment,

promise to pay, or authorization to pay any money, gift, or anything of value to any foreign official, or
any foreign political party, candidate or official, for the purpose of: influencing any act or failure to act,

in the official capacity of that foreign official or party; or inducing the foreign official or party to use

influence to affect a decision of a foreign government or agency, in order to obtain or retain business

for anyone, or direct business to anyone.

All employees, agents and contractors whether located in the United States or abroad, are responsible
for FCPA compliance and procedures to ensure FCPA compliance. All managers are expected to

monitor continued compliance with the FCPA to ensure compliance with the highest moral, ethical and
professional standards of Coupa.

CODE OF ETHICAL CONDUCT AND BUSINESS ETHICS

The decisions and choices you make and the actions you take reflect upon you as a person and as a
representative of Coupa. The reputation of the Company rests on your shoulders and those of your

fellow employees. Every employee must practice the highest level of ethical conduct.

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August 2020
 Maintaining high standards of ethics and integrity requires courage, personal strength and sometimes

difficult choices. It may require forgoing what appear to be personal or business opportunities. This

Code seeks to provide guidance concerning the ethical standards Coupa employees are expected to

uphold.

In general, the use of good judgment, based on high ethical principles, will guide you with respect to

lines of acceptable conduct. If a situation arises where it is difficult to determine the proper course of

action, discuss the situation openly with your immediate manager and, if necessary, with an executive
team member for advice and consultation.

YOUR RESPONSIBILITIES
This Code of Ethical Conduct applies to all employees of Coupa and its subsidiaries working at every

level. In general, and for purposes of this Code of Ethical Conduct, all references to “Coupa” or “the
Company” include Coupa Software Inc. and all its subsidiaries.

As an employee, you are expected to read the Code of Ethical Conduct, understand your obligations

under it and comply with the standards it sets forth. Failing to read this Code of Ethical Conduct or to

seek out clarifications when in doubt will not excuse you for violations or a lack of understanding under

it. You are personally responsible for observing both the express language and the spirit of this policy.

The successful business operation and reputation of Coupa is built upon the principles of fair dealing
and ethical conduct of our employees. Our reputation for integrity and excellence requires careful

observance of the spirit and letter of all applicable laws and regulations as well as a scrupulous regard

for the highest standards of conduct and personal integrity.

Coupa will comply with all applicable laws and regulations and expects its directors, officers and

employees to conduct business in accordance with all relevant laws and to refrain from any illegal,

dishonest, or unethical conduct. When there are no specific laws to direct us, integrity and personal

responsibility should guide our decisions. Where there are legal requirements, we should comply not
only with the letter, but also with the spirit and intent of the law.

Coupa's over-riding policy is to conduct all of its business and operations in complete compliance with

all applicable laws and regulations. You are expected to uphold this policy in every aspect of your work

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August 2020
 for the Company. Compliance with laws is the beginning point of the ethical conduct outlined in this

Code. If a law conflicts with a policy, you must comply with the law. Please inform the Coupa Chief

Financial Officer or the People Team of any such perceived conflicts.

We also expect that our business partners, suppliers, contractors, and agents will abide by similar values
and standards and will always act with integrity and in accordance with applicable laws, rules and

regulations.

ANTITRUST AND COMPETITION LAWS

Our policy is to comply with all applicable U.S. and foreign antitrust and competition laws. Antitrust
laws – also known as anti-monopoly, competition or consumer protection laws – are intended to

preserve competition by prohibiting actions that could unreasonably restrain a free marketplace.

INTERNATIONAL TRADE
Coupa expects its employees to comply with all applicable laws and regulations concerning importing
and exporting products and services. This includes complying with regulations preventing U.S.

companies from supporting or cooperating with an unsanctioned boycott of another country or from

doing business with certain persons or entities.

GLOBAL ANTI-BRIBERY AND ANTI-CORRUPTION

A bribe is a payment or gift made to influence someone in their official or professional capacity, or to
induce someone to use their influence improperly. Bribery is never allowed; bribes may not be offered,

made or accepted. This applies to our employees, officers and directors as well as to our agents,
consultants, distributors, contractors or anyone working on our behalf.

Similarly, you should never encourage someone to act illegally to further Coupa’s business. This is

known as a direct or indirect corrupt offer. This includes paying, authorizing or promising to pay, or
giving anything of value, to a government official, including an employee of a government-controlled
company, political party, party official, candidate for political office, or official of a public international

organization to further Coupa’s business.

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August 2020
CONFLICT OF INTEREST
No employee shall directly or indirectly engage in any outside business or financial activity that will in

any way conflict with the interests of the Company or that interferes with an employee's ability to fully

perform his or her duties. Such activity may result in termination of employment. Any such possible

conflict should be discussed with your supervisor and the People Team to avoid any future problems.

CONFIDENTIALITY
It is the policy of Coupa that the business affairs of Coupa should be discussed with no one outside the

organization, except when authorized and required in the normal course of business. In the course of

an employee’s work, an employee may have access to confidential information about Coupa’s business
activities, current or former employees, or current or former customers or contacts, all of which must be

held in strictest confidence. The ability to maintain this confidentiality is critical to the trust relationship

we have with our customers and their suppliers. All employees are required to sign a Proprietary

Information and Inventions Agreement (PIIA) as a condition of their employment which details your
confidentiality requirements.

Violations of this policy may subject an employee to disciplinary action, up to and including

termination, at the sole discretion of Coupa.

SECONDARY EMPLOYMENT
The Company recognizes that an employee may accept secondary employment or participate in other

activities or organizations. Employees are expected to be available for all scheduled work, including

overtime, as needed. Any outside interests, business, financial activity or employment which affect job

performance or result in a direct or indirect conflict of interest or competition will not be permitted. All
employees have received and signed an offer letter that requires, while you render services to the

Company, that you not engage in any other employment, consulting or other business activity (whether

full-time or part-time) which might create a conflict of interest with the Company. By signing that offer
letter agreement, you have confirmed that you have no contractual commitments or other legal

obligations that would prohibit you from performing duties for the Company.

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August 2020
EMPLOYMENT OF RELATIVES
Company employees may refer friends and relatives for possible employment by the Company. Such
referrals are processed in accordance with the regular procedures used for all applicants. To avoid a
possible conflict of interest, when relatives apply, they must disclose that they have relatives currently
working at the Company. Employees’ relatives, however, may not be eligible for employment with the

Company where doing so could result in actual or potential problems in supervision, security, safety or

morale, or if doing so could create potential or actual conflicts of interest. The Company, in its sole

discretion, reserves the right to determine whether there is a potential for such problems or conflicts.

Employment decisions are based on each applicant's qualifications and work history. Company policies

and procedures governing hiring practices must be followed. Candidates will not be given preferential
treatment for either employment or an internal job change based on any family or cohabitating
relationship. Family members may not be in a supervisory role over another family member.

In situations where two employees become close relatives as defined by this policy and one has

supervisory responsibility for the other or makes employment decisions pertaining to the other, one of
the individuals will be required to either transfer or terminate employment with the Company within

ninety (90) days of becoming close relatives under this policy

ROMANTIC RELATIONSHIPS
The Company desires to avoid misunderstandings, actual or potential conflicts of interest, complaints of
favoritism, possible claims of sexual harassment, and the employee morale and discord problems that

can potentially result from romantic relationships involving managerial and supervisory employees in
the Company.

A manager or supervisor, who becomes romantically involved with someone he/she supervises, and/or

with someone whose terms and conditions of employment he/she has the ability to influence, exposes
him/herself and the Company to charges of favoritism, improper use of authority, and possibly sexual

harassment.

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August 2020
 In order to avoid the dangers of management fraternization with a subordinate employee, and to help

prevent even the appearance of improper conduct, it is the Company’s policy that managers,

supervisors, or any other employee who has the authority to directly or indirectly affect the terms and

conditions of another’s employment shall not fraternize with that employee. The fraternization
prohibited by this policy includes dating, romantic involvement, sexual relations, or the exchange of

affections.

All employees should also remember that the Company maintains a strict policy against unlawful
harassment of any kind, including sexual harassment. The Company will vigorously enforce this policy

consistent with all applicable federal, state, and local laws.

SOLICITATIONS
Solicitation of employees for most reasons constitutes an unwanted intrusion into an employee's time
and/or money. We believe that employees should not be harassed, disturbed, or disrupted in the

performance of their job duties. For this reason, solicitation of any kind by an employee of another

employee is prohibited while either person is on working time. Similarly, the distribution of advertising

material, handbills, printed or written literature of any kind in working areas of our Company is

prohibited at all times.

To avoid harassment by strangers, solicitation of any kind by non-employees is prohibited at all times.

The distribution of literature by non-employees on Company premises also is prohibited at all times.

DRUG FREE WORKPLACE ACT STATEMENT

The Company is committed to maintaining a drug-free workplace in compliance with applicable state
and federal laws. The Company has a responsibility to its employees, business visitors and customers to

provide a safe, secure and efficient working environment. Drug and alcohol abuse can seriously

endanger safety and undermine our commitment to quality and operational excellence. The Company

also has a legal commitment and duty to abide by the provisions of the

U.S. Drug-Free Workplace Act of 1988 (as amended), and a commitment in our Code of Conduct to

providing a drug and alcohol-free workplace.

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August 2020
DRUG AND ALCOHOL POLICY
The illegal use of drugs, use of controlled substances and the abuse of alcohol are problems that
invade the workplace, endangering the health and safety of the abuser and those who work around
them. The Company is committed to creating and maintaining a workplace free of substance abuse.

Unauthorized use or possession of alcohol, illegal drugs or controlled substances (except with a

prescription that do not affect work performance or impact safety or the employee or co-workers)

during work hours or at work functions is prohibited.

All employees are expected to behave appropriate at company functions. No employee should ever

come or leave any company function when intoxicated or impaired. Employees are expected to manage
themselves in an appropriate manner when attending a Coupa social functions or entertaining others as

a Coupa representative.

DISCIPLINARY ACTION
The Company reserves the right to administer disciplinary rules and procedures based upon its
interpretation of the facts of the incident(s) and to adapt disciplinary procedures or use immediate

discharge when such actions may be in the best interest of the Company. In that regard, employees are

forewarned that certain types of conduct are likely to result in immediate termination. These include,
but are not limited to, unauthorized removal of Company or other employee’s property, dishonesty,
breach of confidentiality, fighting, insubordination, deliberate violation of policies and practices

adopted by this office, and any other personal conduct that reflects negatively on the business and

reputation of the Company.

While the Company would like to administer a progressive disciplinary process as much as possible to

include write-ups, performance probationary periods and other opportunities for employees to show
improvement in the area of concern, it is not always possible and Coupa reserves the right to discipline

or terminate as appropriate for the circumstance.

A Progressive Discipline Action Policy is one that has a clear progression of disciplinary actions that will
be taken when an employee violates the work rules, is not performing to a satisfactory level or is creating

a situation within the company that is disruptive to others and the business.

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August 2020
 Progressive discipline is a process for dealing with job-related behavior that does not meet expected and

communicated performance standards. The primary purpose of progressive discipline is to assist the

employee to understand that a performance problem or opportunity for improvement exists.

5 steps in our Progressive Disciplinary Action

• Verbal Counseling

• Written Communication/Warning

• PIP-Performance Improvement Plan

• Suspension

• Termination

As noted above, Coupa reserves the right to discipline or terminate as appropriate for the circumstance.

TERMINATION
Because your employment at the Company is "at-will," either you or the Company can terminate the

employment relationship at any time, for any reason or no reason at all, with or without notice.

The primary categories the Company uses for terminating employees are voluntary and involuntary,

with all reasons for termination falling under one of these primary categories.

VOLUNTARY
A letter of resignation to your supervisor and the Director of Human Resources is appropriate for
voluntary termination. This letter must be signed, dated and state what the last working day will be.
This letter will be placed in the employee’s personnel file. It would be helpful if you gave as much

advance notice as possible. It is customary for management or supervisory personnel to give at least

one month’s notice if possible and non-management/non-supervisory staff to give two weeks’ notice.

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August 2020
 Aside from resignation, the Company also considers extended absence without proper notification, and

failure to return to work after the conclusion of leave of absence, FMLA (unless the failure to return is

due to certain conditions beyond the employee’s control), medical, PTO, personal days, etc. as

voluntary forms of termination.

INVOLUNTARY
Involuntary termination occurs when the Company initiates an employee's termination. This can occur

without advance notice, for any or no reason. Some of the reasons for involuntary termination are:

insubordination, falsification of employment records, unsatisfactory job performance, unacceptable

workplace conduct, absenteeism, theft, dishonesty, mistreatment or disrespect toward other employees,

visitors, or other members of the public, and/or violation of any Company policies or rules. Involuntary
termination could also occur as a result of reduction in staff. These examples are not exclusive.

EXIT INTERVIEW
Prior to an employee’s departure, an exit interview with the Director of Human Resources will be

scheduled to discuss the reasons for resignation/termination and the effect of the
resignation/termination on payroll and benefits. Departing employees should complete any forms

necessary for the transfer or termination of benefit programs. All employees are required to return

computers, cell phones, manuals, training manuals, customer and pricing lists, files, keys, supplies, or

any other Company property on their last day of employment.

EMPLOYMENT REFERENCES
It is Company policy to maintain strict confidentiality with respect to all matters relating to the

employment or termination of employment of any current or former employee. This policy is for the

benefit of both the Company and its employees. The purpose of this policy is to avoid possible claims

against the Company based on defamation and to minimize any embarrassment or difficulties if

employment is terminated under adverse circumstances.

Any requests for employment references must be directed to the People Team. No other employee or
manager is authorized to provide any employment references or information about any current or

former employee. All request should go to hr@coupa.com.

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August 2020
 Further, the verbal information provided in response to inquiries about current and former employees

will be limited to:

Date of hire and date of departure

Current or last position held

A STATEMENT LIKE THE FOLLOWING : IT IS THE POLICY AND PRACTICE OF THE COMPANY NOT TO DISCLOSE ANY
OTHER INFORMATION ABOUT ANY OF ITS CURRENT AND FORMER EMPLOYEES . OUR DECISION NOT TO PROVIDE
ANY FURTHER INFORMATION ABOUT CURRENT AND FORMER EMPLOYEES SHOULD NOT BE CONSIDERED AS A
NEGATIVE COMMENT ABOUT THE CHARACTER OR PERFORMANCE OF SUCH EMPLOYEE .

Information relating to the attitude and job performance of current or former employees, the reason(s)

for their termination or discharge, and their eligibility for rehire shall not be disclosed under any

circumstance. If additional information is needed and a release is signed by the employee or former
employee; the people team could release additional information as needed.

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August 2020
EMPLOYEE BENEFITS
Coupa offers full-time employees, working 30 or more hours a competitive and comprehensive benefits

package that includes a wide range of benefits from health insurance to retirement (401(k)). Benefits are
a significant part of total compensation and helps to provide quality health care and financial protection

for employees and their families. Newly hired employees can enroll in benefits immediately through the

BenefitsNow Portal and coverage is effective on the first day of employment. After enrollment is
complete, elections will stay in force until the next annual enrollment period or if a qualifying life event
occurs.

CORE BENEFITS:
• Medical Insurance • Voluntary Accident and Critical Illness
Insurance
• Employer Paid Dental Insurance
• Employer Paid Short-Term
• Employer Paid Vision Insurance Disability/Long-Term Disability

• Flexible Spending Accounts & Health • 401(k) (4% match, max of $4k paid
Savings Account (including a annually)
Company contribution)
• Employee Stock Purchase Program
• Employer Paid Life Insurance (ESPP)

• Optional Supplemental Life Insurance

• Additional perks, benefit eligibility and plan information can be found in our Benefit Summary
Guide located on the Company Intranet and the BenefitsNow Portal.

CORE BENEFITS GUIDELINES

• Benefit offerings can be changed, altered and removed at the discretion of the Company with or
without notice.

• Any approved unpaid leave taken, will require repayment of insurance premiums and any other

applicable payroll deductions.

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August 2020
 • Employees are not eligible to receive compensation in lieu of benefits and employees will not be

reimbursed for COBRA cost instead of choosing a Coupa Benefit Package.

• Employees are required to complete and supply accurate information about eligible family

members, including eligible dependents, in the BenefitsNow enrollment portal. Corrective action
may occur for falsifying information.

• You can view, download and access a copy of the plan summaries at any time through the
Company Intranet or BenefitsNow Portal.

CONTINUATION OF BENEFITS (COBRA)

The Consolidated Omnibus Budget Reconciliation Act (COBRA) is a federal law that requires most

employers sponsoring group health plans to offer temporary extension of health coverage under

certain circumstances in which the coverage would otherwise end. This is called continuation of
coverage. Through COBRA, employees and their eligible dependents may have the right to

continuation of coverage under the Company’s group health insurance program at their own cost for a

maximum period of 18 to 36 months (length of time dependent on the qualifying event) after a

qualifying event causes an individual to lose health coverage. Once a qualifying event is triggered,

Coupa will automatically start the COBRA process, which is handled directly by our designated COBRA

administrators.

Qualifying events are:

• The death of the covered employee

• The termination of the employee

• A reduction in the employee's hours, so that the employee or dependent is ineligible for coverage

• The divorce or legal separation of the covered employee and his or her spouse

• For spouses and eligible dependents, the employee's entitlement under Medicare

• A dependent child who ceases to be a dependent under the terms of the plan

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August 2020
EMPLOYEE ASSISTANCE PROGRAM (EAP)
Coupa’s employee assistance program (EAP) is a free employee benefit that assists employees with
emotional support, work-life solutions, legal guidance, financial resources, help for new parents and much
more. Our employees are encouraged to utilize these benefits as it is designed to provide voluntary,
private, confidential and professional counseling outside the workplace for any type of personal problem.

Participation in the EAP does not excuse employees from otherwise complying with company policies

or from meeting normal job requirements during or after receiving assistance. Nor will participation in
our employee assistance program prevent the Company from taking corrective action against any

employee for performance problems that occur before or after the employee seeks assistance through

the program.

More information on the EAP Program can be found on the HR-People Team’s Intranet Benefits site.

WORKERS’ COMPENSATION INSURANCE

Workers’ compensation provides lost wages, compensation for medical expenses and rehabilitation

costs to employees who are injured or become ill on the job. Coupa provides workers’ compensation

insurance to all employees who may experience a work-related accident, injury or illness. It is important

to know that the coverage, wage, and medical benefits vary and are mandated differently by each state

and Coupa complies with all applicable state workers’ compensation laws and regulations. Employees

are required to immediately report all work-related accidents, injuries and illnesses to their manager
and the HR-People Team. Employees and their Manager may be required to complete an incident
report of what occurred and submit to the HR-People Team.

Workers’ compensation benefits (paid or unpaid) will run concurrently with FMLA leave, if applicable,

where permitted by state and federal law. In addition, employees will not be paid vacation or sick leave

for approved absences covered by the company’s workers’ compensation program, except to

supplement the workers’ compensation benefits such as when the plan only covers a portion of the
employee’s salary as allowed by state law.

REPORTING WORK-RELATED INJURIES AND ILLNESS

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 If you are injured or become ill on the job, you must immediately report such injury or illness to your

manager and the HR-People Team unless it is an emergency. If the injury or illness requires emergency

medical treatment, this treatment is to be provided immediately by whatever means are necessary. For

non-emergency situations, injured or ill employees are required to see a physician or visit a medical
facility at the earliest possible time. The doctor or medical facility must be informed that the visit may

be a pending workers' compensation claim. Coupa reserves the right to require employees injured at

work to utilize an Occupation Health Facility prearranged for employees of Coupa. The injured or ill
employee must report to the HR-People Team immediately following the medical treatment to
complete a workers’ compensation claim. If the employee's regular working hours have expired before

a report can be made, the employee must contact the HR-People Team immediately at the start of

his/her next regularly scheduled work shift.

After reporting your incident to the HR-People, you will be instructed further on the carrier information

the process, and what to expect. Your failure to follow this procedure may result in your claim not being

filed in accordance with the law, which may consequently jeopardize your right to benefits in

connection with the injury or illness.

TIME-OFF & LEAVE BENEFITS

Coupa knows that a good balance between work and life is important. That's why our valued employees
have the flexibility to use time off as necessary—for vacation, personal, or for state eligible reasons. The

Company appreciates as much notice as possible when you know you expect to miss work for a

scheduled absence. Time off or leave can be paid (PTO) or unpaid.

In this handbook we will cover some basic employee paid and unpaid time off Policies. For the process

and more detailed information regarding longer term leaves such as parental leave, disability, medical
leave etc., you can review the Employee Leave Handbook.

COMPANY HOLIDAYS/HOLIDAY OFFICE SHUT-DOWN

Coupa generally has 10 paid holidays per year, however, they may change from year to year as needed.
Each December a list of US holidays will be provided and are maintained on the intranet. Below in bold

are the holidays generally observed:

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New Year’s Day, Martin Luther King Day, President's Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, Day after Thanksgiving, Christmas Day, Day After Christmas

Holidays that fall on a Saturday will usually be observed on the prior Friday. Holidays that fall on a

Sunday will usually be observed on the following Monday. For non-exempt employees, if a holiday falls
during a scheduled PTO, it will not count as a PTO day used and will be treated as a holiday unless the

PTO was not scheduled in advance and was taken before or during the Company holiday.

To be eligible for holiday pay, employees must be regularly scheduled to work on the day that the

holiday is observed and must work their regularly scheduled working day immediately preceding and

immediately following the holiday, unless an absence on either day is approved in advance by his or her
manager. If a non-exempt employee is required to work on a paid scheduled holiday, they will receive

holiday pay plus straight pay for the actual hours worked. Coupa reserves the right to change the

holiday schedule with or without notice.

Each year an office holiday shut down is considered. No one should expect there to be an office shut
down automatically. Non-Exempt employees must use their PTO time, or it would be unpaid for any

days not worked during the holiday shutdown.

VOLUNTEER TIME OFF:

Each employee will be given 16 hours of paid time off to volunteer at their place of choice. These hours

do not accrue and instead reset each January. Coupa reserves the right to request proof of the

volunteer activity. These hours are not paid out should an employee leave the company without using

their volunteer hours.

CALIFORNIA SCHOOL ACTIVITIES LEAVE

Coupa encourages its employees to be involved in the education of their children. Parents (including

stepparents and foster parents), guardians, grandparents, and persons standing in loco parentis, with
custody of school age children (K-12), are eligible for up to 40 hours of unpaid leave each school year to:

(1) participate in school/day care facility-related activities of their children; (2) find, enroll or reenroll a
child in a school or with a child care provider; (3) or address a child care provider or school emergency,

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 provided the following criteria is met. The employee must personally notify his/her manager as soon as

the employee learns of the need for the planned absence. Employees will be denied time off if they do

not provide their manager with adequate notice. The Company may require verification of the

school/day care-related activity. Employees are requested to schedule individual activities, such as
parent/teacher conferences, during non-work hours. Employees who request leave for unauthorized

purposes will be subject to corrective action, which may include termination.

LEAVE FOR VICTIMS OF DOMESTIC VIOLENCE AND SEXUAL ASSAULT

To the extent required by law, employees who are victims of domestic violence (including stalking) or of

sexual assault may receive paid or unpaid leave to: (1) obtain services from a domestic violence shelter or

rape crisis center; (2) seek medical attention for injuries caused by domestic violence or sexual assault; (3)

obtain psychological counseling for the domestic violence or sexual assault; or (4) take action, such as

relocation, to protect against future domestic violence or sexual assault.

To take this leave, the employee must provide the Company with advance notice of this leave. If

advanced notice is not possible, the employee may be required to provide the Company with the

following certification upon returning back to work: (1) a police report showing that the employee was a

victim of domestic violence or sexual assault; (2) a court order protecting the employee from the

perpetrator or other evidence from the court or prosecuting attorney that the employee appeared in

court; or (3) documentation from a medical professional, domestic violence or sexual assault victim

advocate, health care provider, or counselor showing that the employee’s absence was due to treatment
for injuries from domestic violence or sexual assault.

For an absence described above, non-exempt employees may choose to use any accrued Paid Sick Leave
and/or PTO, if available, and exempt employees may use paid sick leave and/or up to seven days of PTO.

Coupa will also work with victims of domestic violence to provide reasonable accommodations to ensure

an employee’s safety at work.

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LEAVE FOR VICTIMS OF FELONY CRIMES
To the extent required by law, employees who are victims of certain, specified felony crimes, or who are

immediate family members of a victim, a registered domestic partner of a victim, or the child of a

registered domestic partner of a victim, may receive unpaid time off from work to attend judicial

proceedings related to that crime. To take this leave, the employee must provide the HR-People Team in
advance with a copy of the notice of the proceeding. If advanced notice is not possible, the employee

must provide the HR-People Team with appropriate documentation evidencing the employee’s

attendance at the judicial proceeding upon returning to work.

ELECTION DAY
We encourage you to exercise your voting privileges in local, state, and national elections. However,
since the polls are open for long periods, you are encouraged to vote before or after regular working

hours. You are entitled to take up to two (2) hours paid time off from work to vote. Please remember to

notify your manager 7 days in advance since your absence from your job can cause disruptions and
reduced productivity.

JURY DUTY AND SUBPOENAED WITNESS LEAVE

Coupa recognizes the civic responsibility of jury service in the federal and state court systems by permitting
unpaid time off from work for non‐exempt employees (non-exempt employees can utilize accrued PTO)

and two weeks of paid leave for exempt employees when an employee is summoned to jury duty or
subpoenaed as a witness. Proof of Jury Duty attendance must be submitted to the HR within 3 days of jury

duty served time. For more details review the Employee Leave Handbook

PARENTAL LEAVE POLICY

Coupa will provide up to 8 weeks of parental leave following the birth of an employee’s child or the

placement of a child with an employee in connection with adoption or foster care. This policy will run

concurrently with Family and Medical Leave Act (FMLA) leave or any state leave, as applicable. This policy

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 will be in effect for births, adoptions or placements of foster children occurring on or after January 1,

2020. For more details review the Employee Leave Handbook.

SICK LEAVE POLICY

Coupa recognizes that employees will need days off from work from time to time to due to being sick

and to specifically address their medical and other covered leave needs. Therefore, we provide a
comprehensive paid sick leave policy for the benefit of all W2 employees. Paid sick leave reasons include

but not limited to doctor’s appointment, bereavement, quarantine, school closures due to public

health safety, domestic assault, and more. For more details review the Employee Leave Handbook.

IMPORTANT LEAVE SUMMARIES & BENEFIT EXHANGE NOTICE

FAMILY AND MEDICAL LEAVE ACT (FMLA) & CALIFORNIA FAMILY RIGHTS ACT
(CFRA)
Employees may be entitled to a leave of absence under the federal Family and Medical Leave Act

(FMLA) and the California Family Rights Act (CFRA). Exhibit “A” provides employees information

concerning FMLA and CFRA entitlements and obligations employees may have during such leaves. In
addition to California, some states have additional leave requirements that can run separate or
concurrent with FMLA and/or CFRA. If employees have any questions concerning FMLA leave, they

should contact the HR-People Team about any state or federal Leave eligibility and requirements. Note:
Coupa will continue your insurance coverage and make premium payments on your behalf. Any

approved unpaid leave taken, will require repayment of your portion of the insurance premiums

and any other applicable payroll deductions upon returning to work.

MILITARY LEAVE (USERRA)

The Company is committed to protecting the job rights of employees in the uniformed services. A
military leave of absence will be granted to employees who are absent from work because of their role in
the U.S. uniformed services. All military leaves will be administered in accordance with the Uniformed
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 Services Employment and Reemployment Rights Act (USERRA). Eligible employees may take up to five

cumulative years of leave under this policy. For more details review the Employee Leave Handbook.

Note: Coupa will continue your insurance coverage and make premium payments on your behalf.

Any approved unpaid leave taken, will require repayment of your portion of the insurance premiums
and any other applicable payroll deductions upon returning to work.

BENEFIT EXCHANGE NOTICE

New Health Insurance Marketplace Coverage Options and Form Approved

Your Health Coverage OMB . 1210-0149

(expires 5-31-2020)

PART A: General Information

When key parts of the health care law take effect in 2014, there will be a new way to buy health insurance: the Health
Insurance Marketplace. To assist you as you evaluate options for you and your family, this notice provides some basic
information about the new Marketplace and employment-based health coverage offered by your employer.
What is the Health Insurance Marketplace?
The Marketplace is designed to help you find health insurance that meets your needs and fits your budget. The Marketplace
offers "one-stop shopping" to find and compare private health insurance options. You may also be eligible for a new kind of
tax credit that lowers your monthly premium right away. Open enrollment for health insurance coverage through the
Marketplace begins in October 2013 for coverage starting as early as January 1, 2014.
Can I Save Money on my Health Insurance Premiums in the Marketplace?
You may qualify to save money and lower your monthly premium, but only if your employer does not offer coverage, or
offers coverage that doesn't meet certain standards. The savings on your premium that you're eligible for depends on your
household income.
Does Employer Health Coverage Affect Eligibility for Premium Savings through the Marketplace?
Yes. If you have an offer of health coverage from your employer that meets certain standards, you will not be eligible for a
tax credit through the Marketplace and may wish to enroll in your employer's health plan. However, you may be eligible for
a tax credit that lowers your monthly premium, or a reduction in certain cost-sharing if your employer does not offer
coverage to you at all or does not offer coverage that meets certain standards. If the cost of a plan from your employer that
would cover you (and not any other members of your family) is more than 9.5% of your household income for the year, or if
the coverage your employer provides does not meet the "minimum value" standard set by the Affordable Care Act, you
may be eligible for a tax credit.1

Note: If you purchase a health plan through the Marketplace instead of accepting health coverage offered by your
employer, then you may lose the employer contribution (if any) to the employer-offered coverage. Also, this employer
contribution -as well as your employee contribution to employer-offered coverage- is often excluded from income for

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August 2020
 Federal and State income tax purposes. Your payments for coverage through the Marketplace are made on an after-tax
basis.
How Can I Get More Information?
For more information about your coverage offered by your employer, please check your summary plan description or
contact hr@coupa.com.

The Marketplace can help you evaluate your coverage options, including your eligibility for coverage through the
Marketplace and its cost. Please visit HealthCare.gov for more information, including an online application for health
insurance coverage and contact information for a Health Insurance Marketplace in your area.

1 An employer-sponsored health plan meets the "minimum value standard" if the plan's share of the total allowed benefit costs
covered by the plan is no less than 60 percent of such costs.

PART B: Information About Health Coverage Offered by Your Employer

This section contains information about any health coverage offered by your employer. If you decide to
complete an application for coverage in the Marketplace, you will be asked to provide this information. This
information is numbered to correspond to the Marketplace application.

Here is some basic information about health coverage offered by this employer:
• As your employer, we offer a health plan to:
• With respect to dependents:

If checked, this coverage meets the minimum value standard, and the cost of this coverage to you is intended
X
to be affordable, based on employee wages.
** Even if your employer intends your coverage to be affordable, you may still be eligible for a
premium discount through the Marketplace. The Marketplace will use your household income, along
with other factors, to determine whether you may be eligible for a premium discount. If, for example,
your wages vary from week to week (perhaps you are an hourly employee or you work on a
commission basis), if you are newly employed mid-year, or if you have other income losses, you may
still qualify for a premium discount.

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 If you decide to shop for coverage in the Marketplace, HealthCare.gov will guide you through the
process. Here's the employer information you'll enter when you visit HealthCare.gov to find out if you
can get a tax credit to lower your monthly premiums.

PAY PRACTICES

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

▪ Full-time regular employees. Employees hired to work the Company’s normal, full-time, thirty
(30) hour workweek on a regular basis. Such employees may be “exempt” or “nonexempt” as
defined below. The work week starts Saturday and ends on Friday.

▪ Part-time employees. Employees hired to work fewer than forty (40) hours per week on a regular
basis (“Part-Time Regular Employees”). Part-time employees are not eligible for certain
Company benefits as indicated in Section three.

▪ Temporary employees/Interns. Employees engaged to work full time or part time, including
Interns, usually to fill in for vacations, leaves of absence, or projects of a limited duration, with
the understanding that their temporary employment will be terminated no later than six (6)
months after their start date. With written approval from both the manager and the People
Team, temporary employment may be extended for an additional three (3) month period.
Temporary employees may be “exempt” or “nonexempt” as defined below. Temporary and
intern employees are not eligible for any Company benefits except as otherwise required by
law but are given paid allowances for (e.g., company holidays and accrue PTO time). Interns
and Temporary employees cannot use any PTO until they have reached their 90 days of
employment.
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 ▪ Nonexempt employees. Employees who are required to be paid overtime at the rate of time
and one half (i.e., one and one-half times) their regular rate of pay for all hours worked beyond
forty hours in a defined workweek, in accordance with applicable federal wage and hour laws,
or for all hours worked beyond eight hours on a given day in accordance with certain state
wage and hour laws.

▪ Exempt employees. Employees who are not required to be paid overtime, in accordance with
applicable federal, state or local law. Executives, professional employees, outside sales
representatives, and employees in certain administrative or computer-related positions are
typically exempt.

You will be informed of your initial employment classification and of your status as an exempt or

nonexempt employee during your orientation session. If you change positions during your employment

as a result of a promotion, transfer, or your employment responsibilities change, you will be informed

by the People Team of any change in your exemption status. Please direct any questions regarding your

employment classification or exemption status to the People Team.

JOB DESCRIPTIONS
The Company uses general job descriptions, including those within job postings, with primary

responsibilities to aid in staffing, wage and salary administration, and training. However, the Company

requires that employees be flexible to take on non-reoccurring responsibilities from time to time. All

job descriptions are subject to review and change and will include additional duties as assigned.

PROMOTIONS AND TRANSFERS

It is the Company’s policy to promote from within when qualified employees are available. The

Company seeks to promote employees from within its organization when vacancies occur which offer
advancement opportunities.

Promotion decisions regarding eligible employees are based on the employee’s qualifications and past
performance as well as supervisory evaluations of employee’s potential ability.

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 All promotions and transfers are made without regard to race, creed, color, religion, sex, age, political

affiliation, sexual orientation, gender, marital status, national origin, disability or medical condition or

any other protected basis, as required by law.

Please realize, however, that the Company cannot guarantee promotions; there will be occasions when
the best-qualified candidate comes from outside the organization.

PAY PERIODS
Exempt Employees are paid on a semi-monthly basis, on the fifteenth and on the last day of each
month, except where restricted by state or local law. If a scheduled payday falls on a Saturday, Sunday,
or Company holiday, you will be paid on the day preceding the weekend or holiday.

Non-Exempt Employees are paid on a bi-weekly basis, on every other Thursday except where restricted

by state or local law. If a scheduled payday falls on a Company holiday, you will be paid on the day

preceding the holiday.

All required deductions, such as for federal, state, and local taxes, and all authorized voluntary

deductions, such as for health insurance contributions, will be withheld automatically from your

paychecks.

Please review your paycheck for errors. If you find a mistake, report it to the payroll team immediately.

You are responsible to ensure your pay and deductions are accurate. The payroll team will assist in

taking the steps necessary to correct the error.

Coupa reserves the right to change pay periods with notification as required by state laws.

PAYCHECK DEDUCTIONS
The Company intends that deductions be made from your pay only in circumstances permitted by
applicable law. If you believe that any improper deduction has been made from your pay you should
immediately raise the matter with the payroll team. If an investigation reveals that you were subjected

to an improper deduction from pay, you will be reimbursed.

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PAYCHECK ADDITIONS
If you are receiving additional pay that you neither earned nor are entitled to, you must immediately
notify the payroll team of this no later than the next available payroll cycle. It is your responsibility to
ensure your pay is accurate and to notify the payroll team with any discrepancies.

EXEMPT EMPLOYEE REDUCTION OF SALARY

Exempt employees are paid on a salary basis and, in general, must be paid their full salary for any week
in which they perform work. Their salary may be reduced only in the following circumstances:

Employees who are absent from work for at least a 4-hour increment for personal reasons other than

sickness or disability may not be paid for that day (especially in cases of repeated abuse) unless they

have preapproved PTO or promptly provide their supervisor with a valid reason for their absence.

Exempt employees who are absent for at least a full day because of sickness or disability will be paid
for up to 7 days maximum, at which time they can apply for Short Term Disability.

Employees who are absent from work for jury duty, attendance as a witness, or military leave may have

their salary reduced by the amount of payment they receive in the form of jury fees, witness fees, or

military pay. Their salary will not be reduced by the number of hours or days they are absent unless

they perform no work during a given week.

Employees may be suspended without pay for other types of workplace misconduct, but only in full day
increments. This refers to suspensions imposed pursuant to a written policy applicable to all employees

regarding serious misconduct, including, but not limited to, workplace harassment, violence, drug and
alcohol violations, legal violations, etc. The possibility of such unpaid suspensions is hereby

incorporated into all such policies.

Employees who work less than forty hours during their first and/or last week of employment will be
paid a proportionate part of their full salary for the time actually worked.

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 Employees who take leave under the Family and Medical Leave Act will not be paid for that time off

after 7 days of approved PTO. Their salary will be reduced by the hours missed, even if it is for less than

a full day.

This policy is subject to applicable law. The Company will follow the state law regarding reduction of
exempt employees’ salaries if the state law is more favorable to employees.

TIME REPORTING FOR HOURLY AND NON-EXEMPT EMPLOYEES

All timekeeping and attendance records are Company records and legal documents, and care must be
exercised in recording the hours worked, overtime hours and absences. It is the Company’s policy to
comply with applicable laws that require records to be maintained of the hours worked by hourly

employees.

To ensure that accurate records are kept of the hours you actually work (including overtime hours

where applicable) and of the accrued leave time you have taken, and to ensure that you are paid in a
timely manner, hourly and nonexempt employees are required to record time worked and absences on

an official recording system. The reporting system (RS) module should be used daily for punching in at
the beginning of your shift, punching out for lunch, punching back in from lunch and punching out at

the end of the day. Please ensure that your actual hours worked and leave time taken are recorded

accurately. Supervisors are responsible for ensuring that approvals for time records are entered in a

timely manner to ensure that payroll may be processed according to schedule. Failure to do so causes
delays in processing, disrupts the flow of the payroll cycle, and may cause us to incur additional

charges.

Once an employee clocks or logs in, work is to commence immediately. Failure to do so is considered

falsification of timekeeping records.

If an employee forgets to clock or log in or out, he or she must notify his or her supervisor immediately,

so the time may be accurately recorded for payroll.

Exempt salaried personnel are not required to submit timesheet forms but are required to receive
preapproval of any PTO time requested/used.

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 The falsification of a time record or clocking in or out for another employee is a breach of Company

policy and is grounds for disciplinary action, up to and including discharge.

OVERTIME PAY
In order to provide the best possible service to our customers and maintain an efficient operation, it

may be necessary for you to work overtime. Eligible employees will receive overtime pay in accordance
with federal law and applicable state laws.

If you are classified as a nonexempt employee, you will be paid one and one-half times (1 ½) your

regular hourly rate of pay for all hours worked beyond forty (40) in any given workweek (or after any
shorter or more frequent periods mandated by state or local law or local practice), and if you are in

California, for all hours worked in excess of eight in a work day.

For purposes of overtime, the workday begins at midnight and the work week begins on Sunday at
midnight.

You must have prior approval from your supervisor to work any overtime. Your supervisor will

attempt to provide you with reasonable notice when the need for overtime work arises. Please

remember, however, that advance notice may not always be possible.

MEAL AND BREAK POLICY

It is the policy of the Company to comply with state and federal laws regarding meals and breaks.

Each workday, nonexempt employees are provided with two paid rest periods of 15 minutes in length.

To the extent possible, rest periods will be provided in the middle of the work periods (i.e., during the
first four-hour block of time and during the second for hour block of time during the work day). Since

this time is counted and paid as time worked, employees must not be absent from their workstations

beyond the allotted rest period time. Rest periods start when work stops.

All nonexempt employees are provided with one meal period of at least 30 minutes in length for every
six hours worked, to be taken before the end of the fifth hour worked. A longer scheduled lunch can be
arranged through the manager. Managers and Supervisors will schedule meal periods to accommodate

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 operating requirements. Employees will be relieved of all active responsibilities and restrictions during

meal periods and will not be compensated for that time. All hourly non-exempt employees must take

their lunch period and record the time off for the lunch break. Lunch break is a MUST.

Failure to return on time from breaks or lunch could subject the employee to disciplinary action.

LACTATION BREAK
The Company will provide a reasonable amount of break time to accommodate an employee desiring

to express breast milk for the employee’s infant child up to one year of age. If possible, this break time

shall run concurrently with any break time already provided by law to the employee. Any break time
given for this purpose that does not run concurrently with the break time provided by law shall be

unpaid.

The Company will make every reasonable effort to provide employees with the use of a room or other
location (other than a toilet stall) close to the employees’ work area for employees to express milk in

private. The room or location may include the place where the employee normally works if it otherwise

meets the requirements of this policy.

ATTENDANCE AND PUNCTUALITY

Regular attendance and punctuality are essential to the highest quality performance and in preventing
undue work for fellow employees. All duties and work schedules have been planned so that efficient,

dependable service is uninterrupted.

ABSENCES
It is recognized that illnesses and medical emergencies occasionally may prevent you from reporting to

work as scheduled. All employees should make every effort to notify their supervisor or the People

Team as soon as practicable (ideally, in advance of their start time) if they are going to be absent from
or materially late for work for any reason. Employees must make every effort to speak with their
supervisor directly. If the supervisor is not available, employees must contact the People Team.

Notifying anyone other than your supervisor or the People Team will not be considered proper
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 notification, and your unauthorized absence or tardiness may result in disciplinary action. You should

be prepared to explain both the reason for the absence and the time or date when you anticipate being

able to return to work.

Employees must contact their supervisors each day that they are absent. Management reserves the
right to ask for a physician’s statement in the event of a long-term illness (3 consecutive days)..

If an employee fails to notify his/her supervisor after three (3) consecutive days of absence, the
Company may presume that the employee has voluntarily resigned. The Company will review any
extenuating circumstances presented by the employee that may have prevented him/her from calling in

before being removed from the payroll.

If an illness or emergency occurs during working hours, employees should notify their supervisor or, if

the supervisor is not available, the People Team before leaving work. Similarly, their supervisor should
be notified at least one day in advance of known absences for medical or dental appointments.

TARDINESS
It is expected that each employee will arrive to work at his or her normal starting time. When an

employee knows they will arrive materially later than their usual starting time, especially if business

issues could be impacted, the supervisor should be notified as soon as practicable. Any hours of work
missed because of tardiness may be scheduled for make-up within the discretion of your supervisor

within the same work week. Those employees covered by the overtime provisions dictated by federal or
state law who are not scheduled for make-up time or who do not work their scheduled make-up time

will not receive pay for such absences or tardiness.

Employees are expected to make up lost time by staying later and/or coming in earlier when the

employee's or the Company's workload warrants.

Excessive unexcused absenteeism and/or tardiness will be considered unsatisfactory performance, which
may lead to discipline up to and including termination.

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WORKPLACE INFORMATION POLICIES

BUSINESS HOURS
Attendance and punctuality are paramount to the efficiency, productivity, and success of any

organization, including this Company. Your work habits and job performance will not only have an
impact upon all of the other employees, but also will reflect your commitment, dedication, and

dependability.

All employees, including salaried exempt and non-exempt/hourly, are expected to be at work during

normal business hours. Please discuss with your individual manager what those hours are.

Coupa’s normal office hours are 8:00 a.m. to 5:00 p.m., but Coupa is flexible to have various start times

depending on the position, department and overall Company business needs.

INCLEMENT WEATHER
As always, the Company is concerned for your safety and well-being. Please use your best judgment

when traveling to and from the office during inclement weather. If you have any questions, please feel

free to contact the People Team. In the event of inclement weather, you should contact your immediate

supervisor for additional instructions and office closures.

DRESS CODE
Customers and visiting Company personnel are welcome to our office at any time. Therefore,

employees are expected to dress in a clean and neat manner, appropriate for their respective job
responsibilities and a business environment. It is important that the impression that you create is
professional. Tank tops, flip flops, beach attire or tee-shirts with political or personal messaging are

examples of items not to be worn in the office. If you have any questions, please see your supervisor or
the Director of HR.

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____________________________________________________________________________________________

RESTROOM ACCESSIBILITY
Employees will have access to the restroom corresponding to their gender identity regardless of the

employee gender assigned at birth. All employees have a right to a safe and appropriate restroom

facility including the right to use the bathroom the employee self identifies as.

TELECOMMUTING
The Company considers telecommuting to be a flexible work arrangement that may allow an employee

whose job responsibilities are best suited to work at home, on the road, or in a satellite location for all

or more commonly for part of the workweek to do so. Telecommuting is a privilege and must be

preapproved by your manager before it can be utilized.

Telecommuting may be considered for jobs that require independent work, minimal face-to-face

interaction, concentration, a measurable work product, and output-based (instead of time-based)

monitoring. The telecommuter may be connected to the regular work location via computer or may

simply maintain contact via phone, email or fax depending on the job.

Telecommuting is not an entitlement; it is not a Company-wide benefit; and it does not change the

terms and conditions of employment with the Company. Coupa reserves the right at any time to

request telecommuters to return to the office and work regular business hours as needed.

WORK FROM HOME POLICY

The Company provides

Due to specific office locations not all Coupa employees can work from a Coupa office and have been
authorized to work from home. Coupa recognizes that in some cases, working from home arrangements
can provide a mutually beneficial option for both Coupa and the Employee. Coupa reserves the right to
refuse a work from home agreement if needed for the best of the business purpose.

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EMPLOYEE WORKING FROM HOME MUST:
Be able to carry out the same duties, assignments, and other work obligations at their home office as they
do when working on Coupa premises.

Employees must be available to their supervisors and co‐workers during core work hours. The core
business hours are identified by the manager but in most cases are 9:00 am to 5:00 pm.

Employees must be available to attend scheduled meetings and participate in other required office
activities at the home office as needed.

EMPLOYEE WORKING FROM ANOTHER STATE OR COUNTRY THAN THEIR RECORDS HOME STATE OR
COUNTRY

If an employee wants to move/relocate to another State or Country, there are steps that must occur:

• Employee must notify their Manager and HR of their request/need to live and work outside of
their home state or home country and the time period for this change.

• Employees must get this pre-approved through their manager, department head and HR.

• HR will work with Payroll for approval.

• If approved, action will be taken for permanent moves and temporary moves separately.

• Compensation will be reviewed and possible adjusted based on the location. Salary will NOT
increase based on the personal decision to make a move and no relocation will be paid to or
from the two locations.

• Employee is responsible to ensure they are fully informed of any changes to their tax liability.

SMOKE-FREE WORKPLACE
The Company provides a smoke-free and vaping environment for its employees, customers, and
visitors. Smoke-Free also includes any smoking products such as chew We have adopted this policy
because we have a sincere interest in the health of our employees and in maintaining pleasant working

conditions. An outside smoking area is not provided at our headquarters due to the location of the

building to other public place of businesses.

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PROHIBITED CONDUCT
Coupa’s objective is to provide an orderly and efficient operation, to protect the rights and safely of all

employees, customers, vendors and other visitors, to maintain uninterrupted service to our customers

and to protect Coupa’s public image, good will and property.

Coupa is involved in a highly competitive business where many other individuals rely on the quality and
reliability of our product and service. All employees are expected to provide prompt and reliable service

to our customers and to co-employees.

Listed below are merely examples of unacceptable behavior. Because it is impossible to list every form

of unacceptable conduct, there may be other conduct not listed that is contrary to Coupa interests and
is also prohibited. This list does not alter Coupa’s at-will employment policy; instead we offer this list to

provide guidance for our employees and to emphasize our high expectations.

▪ Leaving Coupa substantially early for the day or being absent for substantial portions of the day
without notifying your manager.

▪ Unsatisfactory performance of job duties and responsibilities, failure to perform assigned work
or to meet quality standards or careless job performance.

▪ Failure to follow work procedures or standard departmental operating procedures.

▪ Removing, discoloring, using or possessing any Coupa or employee property, records, or other
materials without proper authorization.

▪ Use of abusive or vulgar language. Profanity or sexual content in the office is not acceptable.

▪ Posting any notices on Coupa property without authorization or defacing Coupa property.

▪ Creating unsanitary or unsafe conditions, sleeping on duty, violating health and safety rules,
participating in horseplay or other action that is dangerous or disruptive to coworkers, visitors,
customers or Coupa property.

▪ Unauthorized conduct that may subject Coupa to civil or criminal liability or engaging in
criminal conduct whether related to job performance.

▪ Misrepresentation or omission of facts upon application for employment or falsifying any

employment documents or records.

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 ▪ Threatening, assaulting, fighting, harassing, intimidating, coercing or other acts which may
result in injury to an employee, customer or visitor to Coupa.

▪ Bringing or possessing firearms, weapons or other hazardous or dangerous devices or

substances onto Coupa property without authorization.

▪ Reporting to work under the influence of alcohol or illegal drugs or the manufacture,
possession, use, sale, distribution, or transportation of illegal drugs, or unauthorized alcoholic
beverages on Coupa property or Coupa-sponsored events during work time.

▪ Abuse of PTO or working unauthorized overtime.

▪ Giving away Coupa product or time free of charge or at a discount to any person without proper
authorization.

▪ Misuse, destruction, or damage to Coupa property, supplies, property or another employee,

customer or visitor.

▪ Stealing or removing without permission Coupa property, property of customers, other

employees or visitors.

▪ Insubordination, including, but not limited to, improper conduct towards a manager or Coupa
officer or refusal to perform tasks assigned by a manager or Coupa officer

▪ Falsifying any reports or records, including, but not limited to, personnel, absence, sickness,
daily work reports, time sheets or injury claims, or any other acts of dishonesty.

▪ Violation of Coupa unlawful harassment and discrimination policy.

▪ Accepting bribes, solicitations and/or kickbacks.

CONFLICT RESOLUTION AND COMPLAINT PROCEDURE

To provide an effective and consistently applied method for employees to present their concerns and

for the Company to address those concerns expeditiously.

Problems, misunderstandings and frustrations may arise in any organization. It is the Company’s intent
to be responsive to our employees and their concerns. Therefore, the Company has established a

complaint procedure to deal with issues that are not covered by the Company Workplace Harassment

Policy.

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 To ensure effective working relations, it is important that such matters be resolved before serious

problems develop. Most incidents resolve themselves naturally; however, if a situation persists that you

believe is detrimental to you or to the Company, you should follow the procedure described here for

bringing your complaint to management’s attention.

STEP ONE

Discussing the problem with your immediate supervisor is encouraged as a first step. Employees are

encouraged to bring concerns directly to their immediate supervisor for discussion and resolution. If,
however, you do not believe a discussion with your supervisor is appropriate or you do not receive a

timely response from your supervisor, you may proceed directly to Step Two.

STEP TWO

If your problem is not resolved after discussion with your supervisor or if you feel discussion with

your supervisor is inappropriate, you are encouraged to request a meeting with Director of Human

Resources. In an effort to resolve the problem, the Director of Human Resources will consider the

facts, conduct an investigation (if appropriate), and may also review the matter with your department

management.

STEP THREE

If you are not satisfied with the Director of Human Resources decision or if you feel discussion with

the Director of Human Resources is inappropriate, and you wish to pursue the problem or complaint

further, you may prepare a written summary of your concerns and request that the matter be
reviewed by our SVP of the People Team, who is on the Company executive team.

IT IS THE RESPONSIBILITY OF EMPLOYEES WHO EXPERIENCE ANY JOB -RELATED ISSUES TO

UTILIZE THE COMPLAINT PROCEDURE ESTABLISHED FOR THE PURPOSES OF PREVENTING
AND CORRECTING UNACCEPTABLE WORKPLACE BEHAVIOR. IF THE COMPANY DOES NOT
KNOW ABOUT THE ISSUE, IT CANNOT INVESTIGATE IT.

After a full examination of the facts (which may include a review of the written summary of your

statement, discussions with all individuals concerned, and a further investigation if necessary), the

SVP of the People Team will normally advise you of his or her decision. This decision shall be final.

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 It is expected that the time frames outlined in this procedure be adhered to. However, any

unforeseen delay should be promptly communicated to the employee.

The Company does not tolerate any form of retaliation against employees availing themselves of this

procedure. If you have filed a complaint, or have participated in an investigation, and believe that
you are being retaliated against, you must immediately report this matter to your supervisor or your

People Team representative.

The Company reserves the right to impose appropriate disciplinary action for any conduct it
considers to be disruptive or inappropriate. The circumstances of each situation may differ, and the

level of disciplinary action may also vary, depending upon factors such as the nature of the offense,

whether it is repeated, the employee's work record and the impact of the conduct on the
organization. The procedure should not be construed, however, as preventing, limiting, or delaying

the Company from taking disciplinary action against any individual, up to and including termination,

in circumstances (such as those involving problems of overall performance, conduct, attitude, or

demeanor) where the Company deems disciplinary action appropriate. If the Company determines
that an employee knowingly provided false information in connection with a complaint or an

investigation, disciplinary action may be taken against the individual who filed the complaint or who

gave the false information up to and including termination.

Complaints involving alleged discriminatory practices shall be processed in accordance with the

Company Workplace Harassment Policy which was discussed above and covers all forms of
discriminatory harassment based on race, color, ancestry, religion, sex, gender, sexual orientation,

alienage, citizenship status, marital status, status as a Vietnam era veteran, national origin, age,
handicap, disability, genetic information or any other characterization protected by federal, state, or

local law. Please refer to the Workplace Harassment Policy set forth above for the Company’s
complete policy, including procedures for reporting any actual or suspected harassment.

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COMPANY PROPERTY

COMPANY EQUIPMENT
When material or equipment is used by or assigned to an employee for Company business, it is the

employee’s responsibility to see that such equipment is used properly. However, at all times, equipment
assigned to an employee remains the property of the Company and is subject to reassignment and/or

use by the Company without prior notice or approval from the employee. This includes but is not
limited to computer equipment and data stored thereon, email, voice mail, records and employee files.

PERSONAL PROPERTY
While we make every effort to ensure a safe and secure workplace, personal items such as cash and

personal property should never be left unattended. The Company does not assume any responsibility

for personal property of employees.

PERSONNEL FILE ACCESS

The Company maintains a personnel file on each employee. The personnel file may include such

information as the employee's job application, resume, records of certain training, documentation of

performance reviews and salary increases, and other employment records.

Employees who wish to review their own file should contact the People Team. With reasonable advance

notice, employees may review their own personnel files in the Company offices and in the presence of
the People Team.

Employees may not add anything to or remove anything from their personnel file. Employees may take
notes while reviewing their personnel file, but they may not write notes on anything in their personnel

file. Employees are not permitted to photocopy anything in the personnel file, unless otherwise

required by state or local law, to which they can request the People Team provide copies of said

documents.

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 The Company will restrict disclosure of your personnel file to authorized individuals within the

Company. Any request for information contained in personnel files must be directed to the People

Team. Only the People Team is authorized to release information about current or former employees.

Disclosure of personnel information to outside sources will be limited. However, the Company will
cooperate with requests from authorized law enforcement or local, state, or federal agencies

conducting official investigations and as otherwise legally required.

USE OF COMPANY PROPERTY

Employees are responsible for items issued to them by the Company or in their possession or control,

such as but not limited to the following:

▪ Credit cards

▪ Identification badges

▪ Keys

▪ Written materials such as manuals, forms, and marketing products

▪ Database information

▪ Customer lists

▪ Files and documents

▪ Computers, laptops, software, manuals, and informational resources

Although the Company strives to ensure that each employee has access to the resources needed to
perform his/her job, the Company also expects all employees to understand that use of those resources

is limited to the performance of their jobs. Any unauthorized use, retention or disclosure of any

Company resources or property will be regarded as theft warranting disciplinary action up to and

including termination and may prompt various civil and/or criminal legal actions.

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PERSONAL VEHICLE USE
If use of the employee's personal vehicle on Company business is necessary, the employee will be
reimbursed in accordance with the current travel reimbursement rate. This does not include travel to
and from work. Please refer to our expense reimbursement policy.

Employees using their personal vehicles for Company business must have valid and sufficient car

insurance and a current active driver’s license. The Company will not be responsible for any losses,

accidents, fines, or other liabilities that occur while an employee is driving his or her own personal

vehicle while on Company business.

RENTED VEHICLES
Personal use of rented vehicles is strictly prohibited. Because the Company’s insurance only covers

employees driving or riding in rented vehicles while on Company business, no one other than

authorized employees shall be allowed to operate rented vehicles at any time.

If your license is suspended or terminated by your state department of motor vehicles for any reason,
you may not drive on Company business and must notify the People Team within 24 hours of

suspension of your license if your job requires you to drive.

PERSONAL MAIL AND PHONES

It is the policy of Coupa that telephone and mail facilities shall be available during working hours for

effective communication with Coupa customers and business associates.

Accordingly, Coupa facilities should not be used for excessive or international personal phone calls.

Coupa stationery must not be used for personal correspondence, because any communication sent out

on Coupa stationery might be considered an official communication. Use of Coupa email systems for

personal communications should avoid implying that the email is an official Coupa communication.

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INFORMATION SYSTEMS AND SECURITY USE OF INFORMATION
SYSTEMS
It is the intent of the Company to provide the information systems necessary for the conduct of its
business. Employees are expected to adhere to proper use of all information systems. These include but

are not limited to the Telephone, E-Mail, Internet, Intranet, Voice Mail, and computer software.

Employees are permitted use of Company property and must comply with Company policies regarding
its use. These policies are in place to protect the employee and the Company. Inappropriate use
exposes us to risks including virus attacks, compromise of network systems and services, and legal

issues. Under no circumstances is an employee of the Company authorized to engage in any activity
that is illegal under local, state, federal or international law while utilizing Company-owned resources.

The list below is by no means exhaustive but attempts to provide a framework for activities which fall

into the category of unacceptable use.

1. Violations of copyright, trade secret, patent or other intellectual property rights, including, but
not limited to, the installation or distribution of "pirated" or other software products that are
not appropriately licensed for use by Coupa.

2. Exporting software, technical information, encryption software or technology, in violation of

international or regional export control laws.

3. Introduction of malicious programs into the network or server (e.g., viruses, worms, Trojan
horses, e-mail bombs).

4. Revealing your account password to others or allowing use of your account by others.

5. Procuring or transmitting material that is in violation of applicable sexual harassment or hostile

workplace laws.

6. Making fraudulent offers of products, items, or services originating from any Coupa account.

7. Sending or posting messages or material that could damage the Company’s image or
reputation or disparage another organization’s products or services.

8. Making statements about our products’ warranty, expressly or implied.

9. Effecting security breaches or disruptions of network communication.

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 10. Circumventing user authentication or security of any host, network or account.

11. Interfering with or denying service to any user other than the employee's host (for example,
denial of service attack).

12. Using any program/script/command, or sending messages of any kind, with the intent to
interfere with, or disable, a user's terminal session, via any means.

13. Providing information about, or lists of, Coupa employees to parties outside Coupa.

The information systems are owned and operated by the Company and are to be used for the business

of the Company. Employees should have no expectation of privacy or ownership of any

correspondence, messages or information processed or contained by the information systems. As the

owner of all information systems and their contents, the Company may retain, archive, and monitor any
such information and/or communications.

The Company reserves the right to access and disclose all such messages sent for any purpose. All such

messages, regardless of content or the intent of the sender, are a form of corporate correspondence,

and are subject to the same internal and external regulation, security and scrutiny as any other

corporate correspondence. E-mail communications should be written using customary business

communication practices. E-mail communications are official internal Company communications, which

may be subject to summons in legal proceedings.

The Company’s communication systems shall not be used as a forum to promote religious or political

causes, or an illegal activity. Offensive or improper messages or opinions, transmission of sexually

explicit images, messages, cartoons, or other such items, or messages that may be construed as

harassment or disparagement of others based on race, color, age, national origin, religion, sex, sexual
orientation, military or veteran status, disability, or any other status protected under applicable federal,

state or local law are also prohibited on the Company’s information systems.

Employees shall not attempt to gain access to another employee’s personal information systems and

messages. The Company, however, reserves the right to access an employee’s messages at any time,

without notice to the employee.

Employees must NEVER share their personal passwords to any information systems.

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 Any violation of these guidelines may result in disciplinary action, up to and including termination.

Notwithstanding the forgoing, employees are allowed to communicate about the terms and conditions

of their employment in furtherance of protected concerted activities.

USE OF SOCIAL NETWORKING COMMUNICATIONS FO R PERSONAL REASONS

Social networking is a part of most people’s day-to-day activities and can be used for legitimate
business purposes. Coupa does not want to – but reserves the right to - take the time to monitor what

websites people are accessing while at work and just ask that you are not excessively logging into

Facebook, Twitter or other similar sites to the point that your performance declines.

You may not post any material or information that:

▪ violates the privacy rights of another Company employee,

▪ intentionally or inadvertently discloses any Company trade secret or confidential business

information of the Company or any affiliated business entity, the Company’s customers,
suppliers or vendors,

▪ comments on the future business performance, business plans or prospects of the Company or
any affiliated business entity,

▪ criticizes or disparages the competitors, customers, suppliers, or employees of the Company or

any affiliated business entity,

▪ includes copyrighted materials or other intellectual property of someone other than you,

▪ constitutes the unauthorized use of trademarks, logos and other branding symbols,

▪ displays false or misleading information about the Company, any affiliated business entity,
employee, supplier, or customer,

▪ displays any information that violates any other Company policy,

▪ displays any content that purports to represent the position, viewpoint, statements, opinions
or conclusions of the Company or any affiliated business entity, employee, supplier or customer,
or that

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 ▪ violates any law, such as laws that prohibit defamation, harassment, discrimination, and
retaliation.

You may not use the Company’s name to endorse or promote any product, commercial enterprise,

opinion, cause or political candidate. If your post or entry identifies or mentions the Company, you
must also identify yourself by your real name and state in a prominent way that any entries or posts

express your personal view and are not written by or on behalf of the Company and do not necessarily
represent the views of the Company. Links to other websites or locations are also subject to this policy.

This policy applies to all social networking and other sites, without regard to whether it is accessible by

the public or requires a password.

You may not represent Coupa on a social networking website unless this relates to your job/position

and has been approved by your manager.

WORKPLACE MONITORING
Workplace monitoring may be conducted by the Company to ensure quality control, employee safety,
security, and customer satisfaction.

Employees who regularly communicate with customers may have their telephone conversations
monitored or recorded. Telephone monitoring is used to identify and correct performance problems

through targeted training. Improved job performance enhances our customers' view of the Company as
well as their satisfaction with our service. If this does occur, a message will be provided to customers

notifying them of the business need to monitor calls.

Computers furnished to employees are the property of the Company. As such, computer usage and
files may be monitored or accessed. Employees should have no expectation of privacy of any

correspondence, messages or information processed or contained by the information systems. Because

the Company is sensitive to the legitimate privacy rights of employees, every effort will be made to

guarantee that workplace monitoring is done in an ethical and respectful manner.

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SOCIAL MEDIA POLICY
Coupa’s social media programs are managed by its internal marketing team, and we invite all employees
to participate in them as brand ambassadors in accordance with this policy.

If you are a Coupa employee creating or contributing to blogs, social networks, or any kind of social
media related to Coupa, both on and off www.coupa.com, these social media guidelines are for you.

We developed them to provide clarity about your role and responsibilities as brand ambassadors, and

the marketing team’s responsibility as stewards of our social media channels.

Networking sites such as LinkedIn, Facebook and Twitter and news sharing and video sharing sites such

as YouTube provide exciting new avenues for communication in our professional and personal lives.
Used responsibly, they provide an effective way to keep abreast of new trends and topics, and to share

information and perspectives.

Our marketing team has been growing its participation on these channels to strengthen our brand and
our connection with customers and key influencers. Coupa has thousands of followers who have

subscribed to keep up with our blog and social media updates each day. The number continues to

grow, as does the number of viewers watching content on our YouTube channel.

Given the reach and power of these mediums, we ask that when you use them, you follow some basic

guidelines that align with our brand and help us speak with “one voice.” These guidelines apply to

Coupa employees when they blog or participate in social media for work, but it should also be followed
when personal blog and social media activities may give the appearance of speaking for Coupa.

Following these guidelines in either situation will provide protection for you and Coupa. These
guidelines will continually evolve as new technologies and social networking tools emerge—so check
back occasionally to make sure you're up-to-date.

PART I – YOUR SOCIAL PRESENCE

Emerging platforms for online collaboration are fundamentally changing the way we work, offering new
ways to engage with customers, colleagues, and the world at large. It's a new model for interaction, and

we believe social media can help you to build stronger, more successful business relationships. It's also

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 a way for you to take part in global conversations related to the work we are doing at Coupa and the

issues we care about.

Participation in social media programs is always voluntary. If you choose to participate, please follow

these guiding principles:

Keep your social media profile images professional. Remember that unless you set your profile on
social channels to private, your profile images are searchable and visible to your business and personal
connections.

Identify yourself, your role and your affiliation clearly. Use your real name and title.

Stay current. Part of the appeal in social media is that the conversation occurs almost in real time. If you

are going to participate in an active way, make sure you are willing to take the time to refresh content,

respond to questions and update information regularly, and correct information when appropriate.

When a response to a comment is appropriate, reply in a timely manner.

Use proper business grammar, spelling and punctuation. Do not use texting shorthand.

PART II – SOCIAL MEDIA ETIQUETTE

In online social networks, the lines between public and private, and personal and professional are
blurred. Perception is reality. Just by identifying yourself as a Coupa employee, you are creating

perceptions about your expertise and about Coupa for our customers, suppliers and the general public.

You are also creating perceptions about you for your colleagues and managers. Do us all proud. Be sure
that all content associated with you is consistent with your work and with Coupa’s values and

professional standards. Remember you are personally responsible for your content.

Be transparent. Others will quickly notice your honesty – or dishonesty – in the social media
environment. If you are blogging about your work at Coupa, use your real name, disclose your

relationship to Coupa, and be clear about your role. If you have a vested interest in something you are

discussing or a conflict of interest, be the first to point it out. Even when you are talking as an

individual, people may perceive you to be talking on behalf of Coupa. If you have a personal blog and

discuss topics related to spend management field, be up front and explain that you work for Coupa;

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 however, if you aren’t an official company spokesperson, add a disclaimer to the effect: “The opinions

and positions expressed are my own and don’t necessarily reflect those of Coupa Software.”

Maintain confidentiality of sensitive information. You need to provide transparency about your

identity and relationship to Coupa, but not about confidential information. You must keep Coupa’s
proprietary, confidential, and trade secret information and content strictly confidential. It is also

extremely important that you maintain the confidentiality of any information relating to our customers

and partners. Please err on the side of caution and if you aren’t sure whether something is confidential,
please assume it is or check with our legal department. Make sure your efforts to be transparent don't

violate Coupa's privacy, confidentiality, and legal guidelines for external commercial speech. Never

comment on anything related to Coupa’s financial or legal matters, litigation, or any parties we are in
litigation with.

Be judicious. What you publish is widely accessible and will be around for a long time, so consider

what you post carefully. All statements must be true, and all claims must be substantiated and

approved. Product benchmarks must be approved for external posting by the appropriate team. Be
sensitive about linking to content. Redirecting to another site may imply an endorsement of its

content. If you want to write about the competition, make sure you know what you are talking

about and that you have the appropriate permission from the marketing team. Please respect brand,

trademark, copyright, fair use, trade secrets (including our processes and methodologies),
confidentiality, and financial disclosure laws. If you have any questions about these, contact the Coupa

legal department.

Write what you know. Make sure what you write and post about is within your area of expertise,
especially as related to Coupa and our technology. If you are writing about a topic that Coupa is

involved with but you are not the Coupa expert on the topic, you should make this clear to your
readers. Write in the first person. If you publish to a website outside Coupa, use a disclaimer such as:

"The postings on this site are my own and don't necessarily represent Coupa's positions, strategies, or
opinions." Remember, only an approved spokesperson and or industry expert can speak to the media

on behalf of Coupa.

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 Be polite. Make sure your communications are in good taste. Always express ideas and opinions in a

respectful manner, including with respect to competitors. Employees must refrain from posting any

content that is vulgar, obscene, threatening, intimidating, or a violation of Coupa’s workplace policies

against discrimination or harassment.

Personal Privacy. Respect the privacy of your colleagues and the opinions of others. Before sharing a

comment, post, picture or video about a client or colleague through any type of social media, it is

common courtesy to obtain his/her consent.

It's a conversation. Talk to your readers like you would talk to real people in professional situations. In

other words, avoid overly pedantic or "composed" language. Don't be afraid to bring in your own

personality and say what's on your mind. Consider content that's open-ended and invites response.
Encourage comments. You can also broaden the conversation by citing others who are blogging about

the same topic and allowing your content to be shared or syndicated.

Add value. Coupa's brand is best represented by its people and everything you publish online reflects

upon it. If it helps you, your coworkers, our clients, suppliers, or our partners to do their jobs and solve

problems; if it helps to improve knowledge or skills; if it contributes directly or indirectly to the

improvement of Coupa's products, processes and policies; if it builds a sense of community; or if it

helps to promote Coupa's values, then it is adding value.

Be credible. Whenever you are presenting something as fact, make sure it is a fact. Though not directly
business-related, background information you choose to share about yourself, such as information

about your family or personal interests, may be useful in helping establish a relationship of trust

between you and your readers, but it is entirely your choice whether to share this information.

Share your excitement. People respond to enthusiasm. As a business and as a corporate citizen,
Coupa is making important contributions to the world, to the future of technology, and to public

dialogue on a broad range of issues. Our business activities are increasingly focused on high- value

innovation. Let's share with the world the exciting things we're learning and doing—and open the
channels to learn from others.

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 Be diplomatic. There can be a fine line between healthy debate and incendiary reaction, so be careful

and considerate. Try to frame what you write to invite differing points of view without being

inflammatory. Consider whether you need to respond to every criticism or barb, and always be

respectful with your responses. When in doubt, get another opinion before publishing. Once the words
are out there, you can't get them back. And once an inflammatory discussion gets going, it's hard to

stop.

Did you screw up? If you make a mistake, admit it. Be up front and be quick with your correction. If
you're posting to a blog, you may choose to modify an earlier post—just make it clear that you have

done so.

If it gives you pause, pause. If you're about to publish something that makes you even the slightest
bit uncomfortable, don't shrug it off and hit 'send.' Take a minute to review these guidelines and try to

figure out what's bothering you, then fix it. If you're still unsure, you might want to discuss it with your

manager or legal representative. Ultimately, you are responsible. So be sure.

PART III – BLOGGING/ARTICLE GUIDELINES

Blogging or contributing articles to other publications is a great way to connect and communicate your

ideas in a longer format, participate in the conversation and establish yourself as a thought leader as

well as provide more in-depth content for social sharing. These guidelines are designed to make sure

when you blog or write articles, they meet the highest editorial standards and are in alignment with our
brand and the products and services we offer.

These guidelines apply any time you are writing on behalf of Coupa, speaking about Coupa’s products
and services or commenting on issues related to the products and services Coupa provides.

Contributing to The Coupa Blog. Coupa publishes a Company blog, which is edited by the marketing
team and is part of our social media, search engine optimization and lead generation programs.

Ideas for blog posts should be submitted to blog@coupa.com. Please include a brief synopsis of your

thesis, your qualifications to speak to the topic at hand and any supporting links, examples or customer
stories that could potentially be included.

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 We look for articles that are in alignment with Coupa’s mission, product and services. They should

shape the reader’s thinking in a way that is favorable to Coupa, but do not need to be directly

promotional. We look for educational articles that contribute to best practices in spend management,

interpret industry and technology trends, question inefficient processes and discuss innovative uses of
technology. Readers should come away with a deeper understanding and/or evolved point of view on

the topic as well as actionable ideas for next steps.

If your idea is selected, we will provide editorial assistance shaping and writing your article, and you will
provide timely turnaround of comments, edits and approvals.

All blog posts must be reviewed by marketing and PR, legal and relevant executives or subject matter

experts prior to publication. Coupa maintains the copyright of all articles published on the Coupa blog
and may syndicate your article to other sites. You may syndicate your own article to your LinkedIn

profile once we have published it to our blog, with attribution and a link back to the Coupa blog.

Contributing to other publications. If you would like to contribute to other blogs, magazines,

websites or social channels you will need to submit your article or idea to marketing and PR for prior

review if you plan to mention Coupa or speak from the point of view of a Coupa employee. Your
finished article must clearly identify you and your role at Coupa and will be reviewed by legal and by

the appropriate executive or subject matter experts prior to publication.

Writing your own blog or LinkedIn posts. If you are a Coupa employee and you are blogging or
writing on industry matters on your own blog or LinkedIn channels, you must clearly identify yourself as

a Coupa employee using your full professional name and title. You must also provide, in the body or

tagline of your post, a disclaimer that you are writing on your own behalf and not speaking on behalf of
Coupa.

THIS POLICY IS NOT INTENDED TO INTERFERE WITH ANY RIGHTS EMPLOYEES MAY HAVE
UNDER APPLICABLE LAWS INCLUDING THE RIGHT TO ENGAGE IN PROTECTED
CONCERTED ACTIVITY UNDER THE NATIONAL LABOR RELATIONS ACT. “PROTECTED
CONCERTED ACTIVITY ” OCCURS WHEN TWO OR MORE EMPLOYEES TAKE ACTION FOR
THEIR MUTUAL AID OR PROTECTION REGARDING TERMS OR CONDITIONS OF THEIR
EMPLOYMENT . A SINGLE EMPLOYEE MAY ALSO ENGAGE IN “PROTECTED CONCERTED
ACTIVITY ” IF HE OR SHE IS ACTING ON THE AUTHORITY OF OTHER EMPLOYEES ,

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 BRINGING GROUP COMPLAINTS TO THE EMPLOYER ’S ATTENTION , TRYING TO INDUCE
GROUP ACTION , OR SEEKING TO PREPARE FOR GROUP ACTION . “PROTECTED
CONCERTED ACTIVITY ” DOES NOT INCLUDE INDIVIDUAL CONCERNS . COMMENTS MADE
SOLELY BY AND ON BEHALF OF A SINGLE EMPLOYEE ARE NOT CONCERTED . FOR
EXAMPLE , EXPRESSIONS OF PERSONAL ANGER WITH AN EMPLOYER MADE SOLELY ON
AN EMPLOYEE ’S OWN BEHALF, NOT INVOLVING THE SHARING OF COMMON
CONCERNS , WOULD NOT BE “ PROTECTED CONCERTED ACTIVITY .” RECKLESS OR
MALICIOUS BEHAVIOR MAY ALSO CAUSE CONCERTED ACTIVITY TO LOSE ITS
PROTECTION .

SOFTWARE POLICY

SOFTWARE LICENSING
Any software in use at the Company must be a legally licensed copy. Employees must not duplicate

copyrighted software for any reason without a written authorization from the software company.

Anyone who knowingly or unknowingly duplicates copyrighted software material is subjecting the

Company, and themselves, to substantial penalties under the law.

SOFTWARE USAGE
The following paragraph pertains to computers that have been purchased or leased by the Company

(for example, file servers and gateways). The important issue here is security. Everyone in the office

must be concerned with the effect of introducing a virus into the office business system environment.

Please take this real threat to your business seriously.

The only software that is authorized for use on Company computers is that which has been purchased
or developed by the Company or the public domain software which has been certified virus free by the

IT Department. The introduction or use of any other software on any Company computer is a violation

of this policy.

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

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

▪ their local workstations.

▪ Employees must take extreme care when putting confidential information on portable devices
(laptops, flash drives, external drives, etc.), such as using encryption technology that helps
prevents unauthorized access.

▪ Access to all computer resources beyond what is considered “common” resources must

▪ be approved by the IT Manager

▪ Employees must keep passwords secure, which typically includes not writing down passwords
or sharing your passwords within any sort of electronic communication

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

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

▪ If employees become aware of a security breach through either unauthorized access to

Company equipment or resources or loss or theft of Company equipment or resources,
employees must immediately inform the IT Manager.

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

appropriate legal officials of any illegal violations.

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SAFETY AND SECURITY

RENTED VEHICLES
Accidents are to be reported to the People Team at once. Failure to do so could result in disciplinary

action. Do not make any comments to the other driver involved in an accident concerning fault,
coverage, etc.

To protect employees and the Company from third party claims, all employees involved in an accident

while driving on Company business might be required to submit to a post-accident drug test. Ensure

rented car contract agreement is followed, including having your license with you at all times.

PERSONAL VEHICLE
Advise the People Team immediately if you should become involved in an accident while on Company

business. Failure to do so may result in disciplinary action. Do not make any comment to the other
driver involved in an accident concerning fault, coverage, etc.

To protect employees and the Company from third party claims, all employees involved in an accident

while driving on Company business might be required to submit to a post-accident drug test. Ensure
your license and proof of insurance is with you at all times.

CELL PHONE AND TEXTING WHILE DRIVING

Coupa, like many states, bans the use of cell phones while driving. Drivers must use hands-free devices

for in-vehicle use of cellular telephones but are encouraged not to take any calls while driving and
instead to pull over to speak. Other electronic devices such as laptop computers, smart phones, etc.
must not be used while driving. Drivers are required to pull off the road and park at a safe location

before using these devices.

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INFORMATION CLASSIFICATION POLICY
Coupa provides fast, efficient and cost-effective procurement services for a variety of clients worldwide.

As an industry SaaS leader, it is critical for Coupa to set the standard for the protection of information

assets from unauthorized access and compromise or disclosure. Accordingly, Coupa has adopted this

information classification policy to help manage and protect its information assets.

All Coupa associates share in the responsibility for ensuring that Coupa information assets receive an

appropriate level of protection by observing this Information Classification Policy:

Coupa Managers or information 'owners' shall be responsible for assigning classification to information

assets according to the standard information classification system presented below. ('Owners' have
approved management responsibility. 'Owners' do not have property rights.)

Where practicable, the information category shall be embedded in the information itself.

All Coupa associates shall be guided by the information category in their security-related handling of

Coupa and client’s information.

All Coupa information and all information entrusted to Coupa from clients and other third parties fall

into one of four classifications in the table below, presented in order of increasing sensitivity.

UNCLASSIFIED INFORMATION:
Items and documents like product brochures, information that’s widely available in the public domain,
including publicly available Coupa website areas and newsletters for external transmission. This

information is not confidential and can be made public without any implications for Coupa. Loss of
availability due to system downtime is an acceptable risk. Integrity is important but not vital.

PROPRIETARY INFORMATION:
Passwords and information on corporate security fall into this category. The know-how used to process

client information, standard operating procedures utilized in all parts of Coupa’s business. This
information is restricted to management-approved access. Unauthorized access could influence

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 Coupa’s operational effectiveness, cause financial loss, cause significant gain to another competitor, or

cause a major drop in customer confidence. It is imperative that all employees understand the

importance of information integrity and its vital importance to Coupa.

CLIENT CONFIDENTIAL DATA:

Client media, electronic transmissions from clients and client data on our servers all fall into this
category. This is primarily information received from clients in any form or processing in production by

Coupa. The original copy of such information must not be changed in any way without the written

permission of the client.

The highest possible levels of integrity, confidentiality, and restricted availability are vital.

COMPANY CONFIDENTIAL DATA:

Salaries, employee personal data, accounting data, business plans, internal financial reports, Coupa’s

confidential business data, and confidential contracts as well as all NDA plans with clients and vendors
are categorized as company confidential. This information is collected and used by Coupa to conduct

its business to logging and fulfilling customer orders and manage all aspects of corporate finance.

Access to this information is very restricted within the Company. The highest possible levels of integrity,

confidentiality, and restricted availability are vital.

INFORMATION SECURITY PROCEDURES

Coupa requires all employees to follow the Security Procedures outlined below. Violation of these
policies is cause for disciplinary action up to and including termination.

SECURING THE WORK AREA

▪ Protect against “shoulder surfing”;

▪ Keep screens turned away from casual viewers and direct external views;

▪ Physically protect workstations;

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 ▪ Never allow use of their passwords to colleagues or visitors;

▪ Visitors (including onsite maintenance staff) should be authorized to be there and supervised
so that they do not gain unauthorized Access to Protected Data.

▪ Escort visitors always, where appropriate.

▪ Courteously challenge the presence of unknown people on the premises.

▪ Screensaver and automatic logout features of workstation should always be activated. They
keep unauthorized Users from using workstation. This protects Protected Data, but it also
protects Users, as they are solely responsible for all actions taken under their ID credentials.

GUARDING AGAINST VIRUSES AND MALICIOUS CODES

▪ Keep from opening suspicious looking e-mails that could have passed through e-mail filter
engines and report them immediately to the department manager. The User is the ultimate
responsible individual making the choice of exposing their workstation and Coupa’s Information
Systems to needless risks.

▪ Keep from opening suspicious-looking file attachments from e-mails, especially executable
files, including but not limited to Excel, Word, and *.exe files.

▪ Avoid downloading suspicious-looking files and software from the Web.

▪ Avoid loading documents from external media without scanning them for viruses first.

▪ Report suspicious activities (computer freezes, crashes, unable to log-on, etc.) according to
policies and procedures.

PROTECTING ID CREDENTIALS
▪ Never share User IDs and passwords, even to help out colleagues. Contact IT for password resets
and other such support actions. Never leaving it in plain view. In fact, never write it down.

▪ Change passwords regularly and choose secure passwords compliant with IT security protocols.

PASSWORD MANAGEMENT
▪ Avoid easily guessed passwords.

▪ Immediate reporting in case the confidentiality of passwords is or may be compromised and

change them immediately if possible.

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 ▪ Make sure no one is peeking while logging in.

▪ Report unexplained logging events, such as multiple failures.

▪ Report anything out of ordinary routine.

SECURITY UPDATES AND TRAINING

▪ Pay attention to security updates;

▪ Take training seriously, as part of one’s functions;

PROPER E-MAIL, INSTANT MESSAGING (IM) AND I NTERNET USAGE

E-mails or IM shall never be used to send Protected Data or other Confidential Information, even
internally. Users should not have any expectation of privacy with respect to messages or files sent,

received, or stored on Coupa’s Information System. Think of e-mail as a postcard anyone can read. Use

of the Internet, e-mail and IM are meant for business purposes. Personal use must be adequate and
reasonable. Users should always follow corporate policies.

USING WORKSTATION APPROPRIATELY

The computer on a User’s desk and the Information System it is a part of our corporate owned

resources and must be used as such. Installing games and other such nonproduction programs is

forbidden, as well as the installation of personal peripherals and software.

DEVICE AND MEDIA CONTROL

Protected Data must be removed from any storage device or electronic media prior to its re-use,

disposal or final destruction. Media movement must be tracked in and out of all premises. Formal
authentication of all individuals in contact with backup tapes or other media is mandatory. A computer

should not be sent out for repairs unless it has been totally sanitized and it does not contain Protected

Data or Confidential Information.

Protected Data backup media shall always be adequately labeled, tracked, protected and segregated
from other media.

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USING AND SAFEGUARDING CORPORATE INFORMATION
Coupa’s information must be used solely to conduct business activities specifically authorized by

management and all corporate information in all forms must be safeguarded against loss or misuse. All

Users must follow measures approved by Coupa for protecting Confidential Information and shall

always be careful when Accessing, using, discussing or disposing of Confidential Information and
especially Protected Data.

TERMINATION, INCLUDING END OF CONTRACTS AND VOLUNTARY DEPARTURES

All employees terminating employment either through voluntary action or termination require a

documented off-boarding process including action items aimed at preventing further Access to

Confidential Information and Protected Data by terminated employees.

PROPERTY SECURITY
Company property and equipment identified for a specific job, such as computers, should be stored in

a secured area with controlled access to prevent theft of such equipment.

All employees are required to follow the established procedures for removing Company property -

whether equipment, tools, or scrap - from the workplace. In sales offices, prior approval of a manager is

required.

If you observe anyone removing material from Company premises without proper authorization, report

it to your manager.

WORKPLACE SEARCHES
To safeguard the property of our employees, our customers, and the Company, and to help prevent the
possession, sale, and use of illegal drugs on the Company’s premises, in keeping with the spirit and

intent of the Company’s drug-free workplace policy, the Company reserves the right to question

employees and all other persons entering and leaving our premises, and to inspect possessions or

articles carried to and from the Company’s property.

In addition, the Company reserves the right to search any employee’s office, desk, files, locker, or any
other area or article on our premises. In this connection, it should be noted that all offices, desks, files,

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 lockers, and so forth, are the property of the Company, and are issued for the use of employees only

during their employment with the Company. Inspections may be conducted at any time at the

discretion of the Company.

Persons attempting to enter the premises who refuse to cooperate in an inspection conducted
pursuant to this policy will not be permitted to enter the premises. Employees working on or entering

or leaving the premises who refuse to cooperate in an inspection, as well as employees who after the

inspection are believed to be in possession of stolen property or illegal drugs, will be sent immediately
to the People Team and be subject to disciplinary action up to and including discharge.

THREATS AND VIOLENCE

The Company seeks to provide a safe workplace and protect employees and non-employees from

threats to their safety. Threats, threatening behavior, or acts of violence against employees, visitors,
guests, or other individuals by anyone on Company property will not be tolerated.

Any person who makes substantial threats, exhibits threatening behavior, engages in violent acts, or

other such unacceptable behavior on Company property shall be removed from the premises as quickly
as safety permits and shall remain off the premises pending the outcome of an investigation.

If an investigation substantiates that violations of this policy have occurred, the Company will initiate a

decisive and appropriate response. This response may include, but is not limited to, suspension and/or
termination of any business relationship, reassignment of job duties, suspension or termination of

employment, and/or seeking the arrest or prosecution of the person or persons involved.

All Company personnel are responsible for notifying their manager or supervisor of any threats that
they have witnessed, received, or have been told that another person has witnessed or received. Even

without an actual threat, employees should also alert appropriate individuals to any behavior they

have witnessed which they regard as threatening or violent, when that behavior is job-related or

might be carried out on a Company-controlled site or is connected to company employment.

Employees are responsible for making this report regardless of the nature of the relationship between
the individual who initiated the threat or threatening behavior and the person(s) who were threatened

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 or were the focus of the threatening behavior. The manager or supervisor is required to notify the head

of the People Team of all employee security concerns.

SECURITY INCIDENT PROCEDURE

Security incidents should be reported immediately to your supervisor and the People Team. the People

Team will initiate the appropriate action; collect the details of the incident, document, and inform the
local Police Department immediately, if action is urgent.

COUPA SYSTEMS-ACCEPTABLE USE POLICY

Coupa is committed to protecting its employees, partners and the company from illegal or damaging

actions by individuals, either knowingly or unknowingly. Coupa systems are to be used in order to serve
the interests of the company and our customers in the course of normal business operations. Coupa

systems are composed of, but not limited to, phones, voice mail, computer equipment, software, storage

media, operating systems, network accounts, email, intranet, and internet access. These systems and are

the property of Coupa. It is the responsibility of every computer user to know these standards and
conduct their activities accordingly.

The purpose of the Acceptable Use Policy is to outline the acceptable and unacceptable use of computer

equipment at Coupa. These rules are in place to protect employee's and Coupa from inappropriate use.

Inappropriate use can expose the company to risks including virus attacks, compromise of network
systems and data and services, as well as resulting legal action.

This policy applies to employees, contractors, consultants, temporary, and other workers at Coupa. This

includes all personnel affiliated with third parties. This standard applies to all equipment owned or leased

by Coupa.

SECURITY AND COMPANY INFORMATION

▪ Data Classifications (Unclassified, Proprietary, Client Confidential, and Company
Confidential) are in place and documented in the Information Security Policy. Employees must
take all necessary steps to prevent unauthorized access to information and ensure that the
information is accessed, stored and transferred in keeping with the Information Security Policy.

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 ▪ All PCs, laptops and workstations must be secured with password-protected screensaver. This
screensaver must have an automatic activation feature set at fifteen (15) minutes or less.
Employees must lock their device when the host will be unattended. Failure to lock the PC while
unattended is considered a security violation and will be treated as such.

▪ All mobile devices must be secured with a PIN and an automatic lock feature set at five (5)
minutes or less. Unlock using biometrics (e.g., iOS TouchID) or other authentication methods
are acceptable.

▪ Computers or mobile devices with Coupa data should not be left unattended in a public place
or vehicle.

▪ Coupa provided computers or mobile devices should not be shared with non Coupa personnel
including family and friends. Devices may be shared with Coupa employees only if there is a
business need.

▪ Any postings by Coupa personnel from a Coupa email address must contain a disclaimer stating
that the opinions expressed are strictly their own and not necessarily those of Coupa, unless
the posting is in the course of business duties.

▪ All Coupa personnel must use extreme caution when opening e-mail attachments received
from unknown senders. These email attachments may contain viruses, e-mail bombs, or Trojan
Horse code.

▪ It is the responsibility of the end user to ensure patches are up to date on the systems in their
care. If prompted users install any security patches and reboot their device after installation to
ensure the patches have successfully installed.

▪ The use of modems is not permitted within Coupa. This includes user computers, servers, etc.

▪ Key based access and MFA is required for access to production systems.

▪ The use of systems is limited to users who have received explicit approval by authorized parties.

ASSET SECURITY, REMOVAL, AND PROTECTION OFF-PREMISES

▪ Coupa asset owners must protect customer, corporate and proprietary information/assets to
meet business requirements.

▪ Corporate laptops, information and software may be used off-site and does not require prior
approval due to the nature of the Coupa environment.

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 ▪ Users are responsible for the security and protection of Coupa assets off site and will take steps
to safeguard these assets.

DATA OWNERSHIP AND USE

▪ While IT and Operations desire to provide a reasonable level of privacy, users should be aware
that the data they create on all systems including corporate, production, stage, development,
etc. remains the property of Coupa; as such this information and data may be accessed at any
time with the formal request of the applicable manager. As the owner of all information systems
and their contents, Coupa may retain, archive, and monitor any such information and/or
communications.

▪ Employees are responsible for exercising good judgment and following previously signed
agreements regarding the personal use of Coupa equipment and the protection of Coupa
assets, information and resources. Personnel are guided by existing policies/standards on
personal use. If there is any uncertainty regarding these policies than the employee must
consult their manager.

▪ Authorized individuals may monitor equipment, systems and network traffic at any time
for security and network maintenance purposes.

▪ Coupa reserves the right to audit networks and systems on a periodic basis to ensure
compliance with this policy.

▪ At all times, both during employment and after their termination, users will keep, protect and
hold all proprietary information in strict confidence and trust. Users will not use or disclose any
proprietary information without the prior written consent of Coupa, except as may be necessary
to perform their duties as an employee of Coupa for the benefit of Coupa. Upon termination
of the users' employment with Coupa, s/he will promptly deliver to Coupa all assets, documents
and materials of any nature pertaining to their work with Coupa and will not take away any
assets, documents or materials or copies thereof containing any proprietary information.

UNACCEPTABLE USE

▪ Under no circumstance is Coupa staff authorized to engage in any activity that is illegal under
local, state, federal or international law while utilizing Coupa-owned resources.

▪ Transmission, distribution or storage of any material in violation of any applicable law or

regulation is prohibited. This includes, without limitation, material protected by copyright,
trademark, trade secret or other intellectual property right used without proper authorization,
and material that is obscene, defamatory, constitutes an illegal threat, or violates export control
laws.

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 ▪ Unauthorized attempts by a user to gain access to any account or computer resource not
belonging to that user (e.g., "cracking") is prohibited.

▪ Unauthorized access, alteration, destruction, or any attempt thereof, of any information of any
Coupa customers or end-users by any means or device.

SYSTEM AND NETWORK ACTIVITIES

The following activities are strictly prohibited, with no exceptions:

▪ Violations of the rights of any person or company protected by copyright, trade secret, patent
or other intellectual property, or similar laws or regulations, including, but not limited to, the
installation or distribution of "pirated" or other software products that are not appropriately
licensed for use by Coupa. IT holds the license information for all products. If in doubt whether
a product is licensed contact IT.

▪ Unauthorized copying of copyrighted materials including, but not limited to, digitization and
distribution of photographs from magazines, books or other copyrighted sources, copyrighted
music, and the installation of any copyrighted software for which Coupa or the end user does
not have an active license is strictly prohibited.

▪ Exporting software, technical information, encryption software or technology, in violation of

international or regional export control laws, is illegal. The appropriate management should be
consulted prior to export of any material that is in question.

▪ Introduction of malicious programs into the network or PCs/Servers etc.

▪ Revealing your account password to others or allowing use of your account by others. This is
covered in more detail in the password management standard.

▪ Using a Coupa computing asset to actively engage in procuring or transmitting material that is
in violation of sexual harassment or hostile workplace laws in the user's local jurisdiction.

▪ Making fraudulent offers of products, items, or services originating from any Coupa account.

▪ Making statements about warranty, expressly or implied, unless it is a part of normal job duties.

▪ Effecting security breaches or disruptions of network communication. Security breaches

include, but are not limited to, accessing data of which the employee is not an intended
recipient or logging into a server or account that the employee is not expressly authorized to
access, unless authorized by Security and this access falls within the scope of their role and
regular duties. For purposes of this section, "disruption" includes, but is not limited to, network

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 sniffing, ping floods, packet spoofing, denial of service, and forged routing information for
malicious purposes.

▪ Port scanning or security scanning is expressly prohibited unless prior notification and
authorization is given by Information Security.

▪ Executing any form of network monitoring which will intercept data not intended for the
employee's host, unless this activity is part of the employee's normal duty, such as Operations
network debugging, troubleshooting and authorized by Security.

▪ Circumventing user authentication or security controls of any host, network or account, such as
bypassing authentication prompts or disabling firewalls and anti-virus software.

▪ Interfering with or denying service to any user other than the employee's host (for example,
denial of service attack).

▪ Using any program/scripts/command, or sending messages of any kind, with the intent to
interfere with, or disable, a user's terminal session, via any means, locally or via the internet,
intranet, and/or extranet.

▪ Providing information about, or lists of, Coupa personnel to parties outside of Coupa without
the prior individual consent of Human Resources.

▪ Unauthorized copying, moving, or storing of cardholder data onto local hard drives and
removable electronic media when accessing such data via remote-access technologies is strictly
prohibited.

EMAIL AND COMMUNICATION ACTIVITIES

E-mail, Internet and Intranet are tools that create great value, but can cause problems if used the wrong

way. It is extremely important that we all use good business judgment when using the computer systems.

Every staff member has a responsibility to maintain and enhance the Company’s public image, and to use
the Internet in a productive manner.

Coupa personnel shall not perform the following activities:

▪ Sending unsolicited email messages including the sending of "junk mail" or other advertising
material to individuals who did not specifically request such material (email spam).

▪ Any form of harassment via email, telephone or paging, whether through language, frequency,
or size of messages.

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 ▪ Unauthorized use, or forging, of email header information.

▪ Solicitation of email for any other email address, other than that of the poster's account, with
the intent to harass or to collect replies.

▪ Creating or forwarding "chain letters" or other "pyramid" schemes of any type.

▪ Use of unsolicited email originating from within Coupa networks on behalf of, or to advertise,
any service hosted by Coupa or connected via Coupa network.

▪ All communications representing Coupa must be approved prior to release. This applies to all
forms of public facing mediums (e.g., email, blogs, press interviews, twitter, irc).

▪ All communications done in an official Coupa capacity must be done using professionalism and
through an approved account/interface. Note: Account names and information that are public
facing must reflect the professional nature of the communication and Coupa itself. Users must
ensure that the account name or information in the account does not negatively affect the
perception of the Coupa brand.

MOBILE AND PERSONAL DEVICE USE AND MANAGEMENT (MDM)

▪ Coupa Staff and Contingent Staff shall follow appropriate security best practices when using
mobile computing devices to protect against risks that may cause the loss of sensitive customer
or company data. These risks relate to the mobile nature of these devices. The security practices
to mitigate these risks include but are not limited to: mobile device physical protection, access
controls, cryptographic requirements, mobile device management and virus protection.

▪ Mobile computing devices may not be directly attached to Coupa's production environment
unless approved for use by Coupa management.

▪ Personally-owned computing devices, such as laptop and desktops, used to access any
Customer Data and Customer production instances, or access Coupa confidential information
as part of your job role, MUST be enrolled in Coupa Device management.

▪ Coupa Staff who choose to use personal mobile devices (BYOD) to access Coupa
email/calendar/contact or Google Drive MUST enroll in MobileIron Mobile Device
Management.

▪ MobileIron MDM allows Coupa to ensure user devices have basic security configuration
settings (PIN, Disk Encryption, screen lock, not jailbroken, etc.) and deletes Coupa email and
Cached Corporate data if device is lost, stolen, or an employee leaves Coupa.

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 ▪ If users Opt-Out of the MobileIron MDM implementation, they're restricted from using the
identified Coupa resources on their personal device. Further, users are not be allowed to
download or store Coupa related business information on the BYOD device (phone, iPad, tablet,
etc.)

▪ BYOD users MUST agree to abide by corporate policies and inform Coupa IT within 24 hours if
the device is lost or suspected stolen.

SOFTWARE LICENSING AND COPYRIGHTS

▪ The Company purchases and licenses the use of various computer software for business
purposes and does not own the copyright to this software or its related documentation. Unless
authorized by the software developer, the Company does not have the right to reproduce such
software for use on more than one computer.

▪ Employees may only use software on local area networks or on multiple machines according to
the software license agreement. Coupa prohibits the illegal duplication of software and its
related documentation.

▪ The unauthorized use, installation, copying, or distribution of copyrighted, trademarked, or

patented material on the Internet is expressly prohibited. As a general rule, if an employee did
not create material, does not own the rights to it, or has not gotten authorization for its use, it
should not be put on the Internet. Employees are responsible for ensuring that the person
sending any material over the Internet has the appropriate distribution rights.

CONTENT

Coupa personnel shall not display or cause to be displayed or distribute any inappropriate content as

outlined below unless directly related to official duties at Coupa:

▪ Nudity or pornographic material of any kind.

▪ Material that is grossly offensive to the online community, including blatant expressions of
bigotry, prejudice, racism, hatred, or excessive profanity.

▪ Material that exploits minors.

▪ Instructional information about illegal activities or promoting physical harm or injury against
any group or individual.

MOBILE DEVICES

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Mobile devices are important tools for the organization and their use is supported to achieve business

goals. However, mobile devices represent a significant risk to information and data security if appropriate

security controls are not applied. Mobile devices can be a conduit for unauthorized access to the

organization's data and subsequently lead to data leakage and/or system infection.

Coupa is required to protect its information assets to safeguard its customers, intellectual property and

reputation. This section outlines a set of practices and requirements for the safe use of mobile devices.

AUTHORIZED USE

Coupa employees and contingent staff are authorized to use personal electronic devices, smartphones

and tablets, for work purposes. Coupa allows the use of these devices if they adhere to appropriate

security best practices to protect against risks which may compromise customer or company data.

MOBILE DEVICE MANAGEMENT (MDM)

Coupa provides mobile security software for end users to ensure appropriate security controls are

implemented when accessing Coupa email or Coupa information from their personal mobile device. This
security software is provided by MobileIron Mobile Device Management (MDM). Any personal device

used to send/receive corporate email, or access company data in Google Drive must have this security

software installed and running. This software ensures user devices have the following security

configurations to safeguard corporate information:

▪ Require a passcode (ensures the device is encrypted)

▪ Screen lock after a period of inactivity (two minutes) to protect data in the event the device is
lost or stolen.

▪ The device is not jailbroken or otherwise allowing 'root' admin privileges through non-standard
implementation of underlying Operating System

▪ Updated Coupa WiFi passwords

COUPA EXCLUSIVELY USES MDM SOFTWARE TO PROVIDE THE CAPABILITY TO DELETE COUPA
CORPORATE EMAIL AND GOOGLE DRIVE DATA IF THE DEVICE IS LOST, STOLEN, OR THE EMPLOYEE IS

NO LONGER AUTHORIZED TO USE THE APPLICATION OR DATA (E.G. LEAVES COUPA).

Coupa employees must inform IT within 24 hours if a managed device is lost or stolen.
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BYOD PRIVACY & OPT OUT

Coupa respects employee privacy and does not use MDM software to monitor or access any private data
such as: text messages, pictures or social media. Further, Coupa does not access, activate, disable, or
enable personal applications or features on employee devices.

Employees who Opt-Out are not allowed to download, store, process or read any Coupa related business
information on the device. The employee opts-out by not installing the MDM software and is thus not

authorized to receive corporate emails or access the Corporate Google Drive files on their personal device.

RISKS/LIABILITIES/DISCLAIMERS

Coupa takes every precaution to prevent employee’s personal data from being lost and/or stolen. It is the

employee’s responsibility to take additional precautions, such as backing up email, contacts, etc. in the

event that corporate data must be deleted from a device.

Coupa reserves the right to remove devices from management or disable Coupa services without

notification.

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EXHIBIT A

FAMILY AND MEDICAL LEAVE ACT (FMLA)

Employees may be entitled to a leave of absence under the Family and Medical Leave Act (FMLA). This
Appendix provides employees information concerning FMLA entitlements and obligations employees

may have during such leaves. Some states such as California have additional leave requirements that
can run separate or concurrent with FMLA. If employees have any questions concerning FMLA leave,

they should contact the People Team about any State of Federal Leave eligibility and requirements.

EMPLOYEES ELIGIBLE FOR FMLA LEAVE

FMLA leave is available to “eligible employees.” To be an “eligible employee,” an employee must:

1. have been employed by the Company for at least 12 months (which need not be consecutive);

2. have been employed by the Company for at least 1250 hours of service during the 12-month
period immediately preceding the commencement of the leave; and

3. be employed at a worksite where 50 or more employees are located within 75 miles of the
worksite.

EMPLOYEE ENTITLEMENTS FOR FMLA LEAVE

As described below, the FMLA provides eligible employees with a right to leave, health insurance

benefits and, with some limited exceptions, job restoration. The FMLA also entitles employees to certain

written notices concerning their potential eligibility for and designation of FMLA leave.

BASIC FMLA LEAVE ENTITLEMENT

The FMLA provides eligible employees up to 12 workweeks of unpaid leave for certain family and

medical reasons during a 12-month period. The 12-month period is determined on the roll back

method. A doctor’s note confirming the serious medical condition is required along with an estimated

return date. Leave may be taken for any one, or for a combination, of the following reasons:

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

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 ▪ To care for the employee’s spouse, son, daughter or parent (but not in-law) who has a serious
health condition

▪ For the employee’s own serious health condition (including any period of incapacity due to
pregnancy, prenatal medical care or childbirth) that makes the employee unable to perform
one or more of the essential functions of the employee’s job

▪ Because of any qualifying exigency arising out of the fact that an employee’s spouse, son,
daughter or parent is a covered military member who is a member of a regular component of
the Armed Forces on active duty or has been notified of an impending call or order to active
duty status for deployment to any foreign country in the regular or reserve components of the
Armed Forces, including the National Guard or Reserves

A serious health condition is an illness, injury, impairment, or physical or mental condition that involves

either an overnight stay in a medical care facility, or continuing treatment by a health care provider for
a condition that either prevents the employee from performing the functions of the employee’s job or

prevents the qualified family member from participating in school or other daily activities. Subject to

certain conditions, the continuing treatment requirement may be met by a period of incapacity of more

than 3 consecutive calendar days combined with at least two visits to a health care provider or one visit
and a regimen of continuing treatment, or incapacity due to pregnancy, or incapacity due to a chronic

condition. Other conditions may meet the definition of continuing treatment. Qualifying exigencies may

include attending certain military events, arranging for alternative childcare, addressing certain financial
and legal arrangements, attending certain counseling sessions, and attending post-deployment

reintegration briefings.

ADDITIONAL MILITARY FAMILY LEAVE ENTITLEMENT (INJURED

SERVICEMEMBER LEAVE)
In addition to the basic FMLA leave entitlement discussed above, an eligible employee who is the

spouse, son, daughter, parent or next of kin of a covered servicemember is entitled to take up 26 weeks

of leave during a single 12-month period to care for the servicemember with a serious injury or illness.

Leave to care for a servicemember shall only be available during a single 12- month period and, when

combined with other FMLA-qualifying leave, may not exceed 26 weeks during the single 12-month

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 period. The single 12-month period begins on the first day an eligible employee takes leave to care for

the injured servicemember.

A “covered servicemember” means a member of the Armed Forces, including a member of the National

Guard or Reserves, and/or a veteran of the Armed Forces, including a veteran of the National Guard or
Reserves, who is undergoing medical treatment, recuperation, or therapy, is otherwise in outpatient

status, or is on the temporary retired list, for a serious injury or illness. Such veteran is considered a

covered servicemember if he/she was a member of the Armed Forces, including the National Guard and
Reserves, at any time during the five-year period preceding the date on which the veteran undergoes

medical treatment, recuperation or therapy. A covered servicemember of the Armed Forces would have

a serious injury or illness if he/she has incurred an injury or illness in the line of duty while on active
duty in the Armed Forces or if he/she has an injury or illness that was incurred before the covered

servicemember’s active duty and was aggravated by service in the line of duty while on activity duty;

provided that the injury or illness may render the servicemember medically unfit to perform duties of

the member’s office, grade, rank or rating. A serious injury or illness of a veteran is further defined to

encompass an injury or illness incurred in the line of duty while on active duty, or which existed prior to

active duty but was aggravated by service in the line of duty while on active duty, and that manifested

itself either before or after the covered servicemember became a veteran.

INTERMITTENT LEAVE AND REDUCED LEAVE SCHEDULES

FMLA leave usually will be taken for a period of consecutive days, weeks or months. However,
employees also are entitled to take FMLA leave intermittently or on a reduced leave schedule when

medically necessary due to a serious health condition of the employee or covered family member or

the serious injury or illness of a covered servicemember.

PROTECTION OF GROUP HEALTH INSURANCE BENEFITS

During FMLA leave, eligible employees are entitled to receive group health plan coverage on the same
terms and conditions as if they had continued to work.

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RESTORATION OF EMPLOYMENT AND BENEFITS
At the end of FMLA leave, subject to some exceptions including situations where job restoration of “key

employees” will cause the Company substantial and grievous economic injury, employees generally

have a right to return to the same or equivalent positions with equivalent pay, benefits and other

employment terms. The Company will notify employees if they qualify as “key employees,” if it intends
to deny reinstatement, and of their rights in such instances. Use of FMLA leave will not result in the loss

of any employment benefit that accrued prior to the start of an eligible employee’s FMLA leave.

NOTICE OF ELIGIBILITY FOR, AND DESIGNATION OF, FMLA LEAVE

Employees requesting FMLA leave are entitled to receive written notice from the Company telling them

whether they are eligible for FMLA leave and, if not eligible, the reasons why they are not eligible.

When eligible for FMLA leave, employees are entitled to receive written notice of: 1) their rights and
responsibilities in connection with such leave; 2) the Company’s designation of leave as FMLA-

qualifying or non-qualifying, if not FMLA-qualifying, the reasons why; and 3) the amount of leave, if
known, that will be counted against the employee’s leave entitlement.

The Company may retroactively designate leave as FMLA leave with appropriate written notice to

employees provided the Company’s failure to designate leave as FMLA-qualifying at an earlier date did

not cause harm or injury to the employee. In all cases where leaves qualify for FMLA protection, the

Company and employee can mutually agree that leave be retroactively designated as FMLA leave.

EMPLOYEE FMLA LEAVE OBLIGATIONS

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

To trigger FMLA leave protections, employees must inform the Company through the Director of

Human Resources for the need to use FMLA-qualifying leave and the anticipated timing and duration
of the leave, if known. Employees may do this by either requesting FMLA leave specifically or explaining

the reasons for leave so as to allow the Company to determine that the leave is FMLA-qualifying. For
example, employees might explain that:

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 ▪ A medical condition renders them unable to perform the functions of their job

▪ They are pregnant or have been hospitalized overnight

▪ They or a covered family member are under the continuing care of a health care provider

▪ The leave is due to a qualifying exigency caused by a covered military member being on active
duty or called to active duty status

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

Calling in “sick,” without providing the reasons for the needed leave, will not be considered sufficient

notice for FMLA leave under this policy. Employees must respond to the Company’s questions to

determine if absences are potentially FMLA-qualifying.

If employees fail to explain the reasons for FMLA leave, the leave may be denied. When employees seek

leave due to FMLA-qualifying reasons for which the Company has previously provided FMLA-protected
leave, they must specifically reference the qualifying reason for the leave or the need for FMLA leave.

TIMING OF EMPLOYEE NOTICE

Employees must provide 30 days’ advance notice of the need to take FMLA leave when the need is

foreseeable. When 30 days’ notice is not possible, or the approximate timing of the need for leave is

not foreseeable, employees must provide the Company notice of the need for leave as soon as

practicable under the facts and circumstances of the particular case. Employees, who fail to give 30
days’ notice for foreseeable leave without a reasonable excuse for the delay, or otherwise fail to satisfy
FMLA notice obligations, may have FMLA leave delayed or denied.

Cooperate in the Scheduling of Planned Medical Treatment (Including Accepting Transfers to Alternative
Positions) and Intermittent Leave or Reduced Leave Schedules

When planning medical treatment, employees must consult with the Company and make a reasonable

effort to schedule treatment so as not to unduly disrupt the Company’s operations, subject to the
approval of an employee’s health care provider. Employees must consult with the Company prior to the

scheduling of treatment to work out a treatment schedule which best suits the needs of both the

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 Company and the employees, subject to the approval of an employee’s health care provider. If

employees providing notice of the need to take FMLA leave on an intermittent basis for planned

medical treatment neglect to fulfill this obligation, the Company may require employees to attempt to

make such arrangements, subject to the approval of the employee’s health care provider. When
employees take intermittent or reduced work schedule leave for foreseeable planned medical

treatment for the employee or a family member, including during a period of recovery from a serious

health condition or to care for a covered servicemember, the Company may temporarily transfer
employees, during the period that the intermittent or reduced leave schedules are required, to
alternative positions with equivalent pay and benefits for which the employees are qualified and which

better accommodate recurring periods of leave.

When employees seek intermittent leave or a reduced leave schedule for reasons unrelated to the

planning of medical treatment, upon request, employees must advise the Company of the reason why

such leave is medically necessary. In such instances, the Company and employee shall attempt to work

out a leave schedule that meets the employee’s needs without unduly disrupting the Company’s

operations, subject to the approval of the employee’s health care provider.

Submit Medical Certifications Supporting Need for FMLA Leave (Unrelated to Requests for Military Family Leave)

Depending on the nature of FMLA leave sought, employees may be required to submit medical

certifications supporting their need for FMLA-qualifying leave. As described below, there generally are

three types of FMLA medical certifications: an initial certification, a recertification, and a return to

work/fitness for duty certification.

It is the employee’s responsibility to provide the Company with timely, complete and sufficient medical

certifications. Whenever the Company requests employees to provide FMLA medical certifications,
employees must provide the requested certifications within 15 calendar days after the Company’s

request, unless it is not practicable to do so despite an employee’s diligent, good faith efforts. The

Company shall inform employees if submitted medical certifications are incomplete or insufficient and

provide employees at least seven calendar days to cure deficiencies. The Company will deny FMLA

leave to employees who fail to timely cure deficiencies or otherwise fail to timely submit requested
medical certifications.

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 With the employee’s permission, the Company (through individuals other than an employee’s direct

supervisor) may contact the employee’s health care provider to authenticate or clarify completed and

sufficient medical certifications. If employees choose not to provide the Company with authorization

allowing it to clarify or authenticate certifications with health care providers, the Company may deny
FMLA leave if certifications are unclear.

Whenever the Company deems it appropriate to do so, it may waive its right to receive timely,

complete and/or sufficient FMLA medical certifications.

INITIAL MEDICAL CERTIFICATIONS

Employees requesting leave because of their own, or a covered relation’s, serious health condition, or
to care for a covered servicemember, must supply medical certification supporting the need for such

leave from their health care provider or, if applicable, the health care provider of their covered family or
service member. If employees provide at least 30 days’ notice of medical leave, they should submit the

medical certification before leave begins. A new initial medical certification will be required on an

annual basis for serious medical conditions lasting beyond a single leave year.

If the Company has reason to doubt initial medical certifications, it may require employees to obtain a

second opinion at the Company’s expense. If the opinions of the initial and second health care

providers differ, the Company may, at its expense, require employees to obtain a third, final and

binding certification from a health care provider designated or approved jointly by the Company and
the employee.

MEDICAL RECERTIFICATION
Depending on the circumstances and duration of FMLA leave, the Company may require employees to
provide recertification of medical conditions giving rise to the need for leave. The Company will notify

employees if recertification is required and will give employees at least 15 calendar days to provide

medical recertification.

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RETURN TO WORK/FITNESS FOR DUTY MEDICAL CERTIFICATIONS
Unless notified that providing such certifications is not necessary, employees returning to work from
FMLA leaves that were taken because of their own serious health conditions that made them unable to
perform their jobs must provide the Company medical certification confirming they are able to return
to work and the employees’ ability to perform the essential functions of the employees’ position, with

or without reasonable accommodation. The Company may delay and/or deny job restoration until

employees provide return to work/fitness for duty certifications.

SUBMIT CERTIFICATIONS SUPPORTING NEED FOR MILITARY FAMILY LEAVE

Upon request, the first-time employees seek leave due to qualifying exigencies arising out of the active
duty or call to active duty status of covered military members, the Company may require employees to

provide:

1. a copy of the covered military member’s active duty orders or other documentation issued by
the military indicating the covered military member is on active duty or call to active duty status
and the dates of the covered military member’s active duty service; and

2. a certification from the employee setting forth information concerning the nature of the
qualifying exigency for which leave is requested. Employees shall provide a copy of new active
duty orders or other documentation issued by the military for leaves arising out of qualifying
exigencies arising out of a different active duty or call to active duty status of the same or a
different covered military member.

When leave is taken to care for a covered servicemember with a serious injury or illness, the Company
may require employees to obtain certifications completed by an authorized health care provider of the

covered servicemember. In addition, and in accordance with the FMLA regulations, the Company may

request that the certification submitted by employees set forth additional information provided by the
employee and/or the covered servicemember confirming entitlement to such leave.

SUBSTITUTE PAID LEAVE FOR UNPAID FMLA LEAVE

Exempt Employees may take 7 days PTO while taking unpaid FMLA leave. The substitution of paid time
for unpaid FMLA leave time does not extend the length of FMLA leaves and the paid time will run

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 concurrently with an employee’s FMLA entitlement. Non-Exempt employees may only use what PTO

they have accrued towards the unpaid leave. For Parental Leave, please see policy below.

Leaves of absence taken in connection with a disability leave plan or workers’ compensation

injury/illness shall run concurrently with any FMLA leave entitlement. Upon request, the Company will
allow employees to use 7 days of PTO for exempt employees and any accrued PTO for non-exempt

employees to supplement any paid disability benefits.

PAY EMPLOYEE’S SHARE OF HEALTH INSURANCE PREMIUMS

As noted above, during FMLA leave, employees are entitled to continued group health plan coverage

under the same conditions as if they had continued to work. Unless the Company notifies employees of

other arrangements, whenever employees are receiving pay from the Company during FMLA leave, the

Company will deduct the employee portion of the group health plan premium from the employee’s
paycheck in the same manner as if the employee was actively working. If FMLA leave is unpaid,

employees must pay their portion of the group health premium.

The Company’s obligation to maintain health care coverage ceases if an employee’s premium payment

is more than 30 days late. If an employee’s payment is more than 15 days late, the Company will send a

letter notifying the employee that coverage will be dropped on a specified date unless the co-payment

is received before that date. If employees do not return to work within 30 calendar days at the end of

the leave period (unless employees cannot return to work because of a serious health condition or

other circumstances beyond their control) they will be required to reimburse the Company for the cost

of the premiums the Company paid for maintaining coverage during their unpaid FMLA leave.

COORDINATION OF FMLA LEAVE WITH OTHER LEAVE POLICIES

The FMLA does not affect any federal, state or local law prohibiting discrimination, or supersede any
State or local law which provides greater family or medical leave rights. For additional information

concerning leave entitlements and obligations that might arise when FMLA leave is either not available
or exhausted, please consult the Company’s other leave policies or contact the People Team.

QUESTIONS AND/OR COMPLAINTS ABOUT FMLA LEAVE

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 If you have questions regarding this FMLA policy, please contact the People Team. The Company is

committed to complying with the FMLA and, whenever necessary, shall interpret and apply this policy

in a manner consistent with the FMLA.

The FMLA makes it unlawful for employers to: 1) interfere with, restrain, or deny the exercise of any
right provided under FMLA; or 2) discharge or discriminate against any person for opposing any

practice made unlawful by FMLA or involvement in any proceeding under or relating to FMLA. If

employees believe their FMLA rights have been violated, they should contact the People Team. The
Company will investigate any FMLA complaints and take prompt and appropriate remedial action to

address and/or remedy any FMLA violation. Employees also may file FMLA complaints with the United

States Department of Labor or may bring private lawsuits alleging FMLA violations.

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CALIFORNIA FAMILY RIGHTS ACT
The California Family Rights Act (CFRA) provides substantially the same leave benefits and protections to

California employees as those provided under the federal Family and Medical Leave Act (FMLA).
Employees may be eligible for an unpaid CFRA leave not otherwise provided through FMLA and/or any

other qualified leave that may run concurrently with CFRA.

To be eligible for CFRA, the employee must be employed with the Company for at least twelve (12)
months and have performed at least 1250 hours of service with the Company during the previous twelve
months prior to the commencement of leave. Full-time employees may take CFRA of up to 12 work weeks

in a 12-month period. Part-time employees may take leave on a proportional basis. The leave does not

need to be taken in one continuous period of time.

Eligible employees may request an unpaid CFRA leave of absence:

▪ to bond with an adopted or foster child or to bond with a newborn;

▪ to care for a parent, spouse, or child with a serious health condition; or

▪ for the employee’s own serious health condition.

California employees are entitled to take CFRA leave in addition to any leave entitlement they might have

under California Pregnancy Disability Leave Law (see policy in the handbook). Leave taken for the birth or

adoption of a child must be completed within one year of the event.

An employee who requests leave for the serious health condition of the employee’s child,

spouse/domestic partner, or parent must provide written certification to the extent permitted by law to
the Company from the health care provider of the individual requiring care, which states:

• the date on which the serious health condition commenced;

• the probable duration of the condition;

• an estimate of the amount of time that the health care provider believes the employee needs
to care for the child, spouse/domestic partner or parent; and

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 • that the serious health condition warrants the participation of the employee to provide care

during the period of treatment or supervision of the child, spouse/domestic partner, or parent

requiring care.

An employee who requests leave for his or her own serious health condition must provide written
certification to the extent permitted by law to the Company from his or her health care provider which

states:

• the date on which the serious health condition commenced;

• the probable duration of the condition;

• that the employee is unable to perform one or more of the essential functions of his or her

position (including a statement of the essential functions the employee is unable to perform)

or must be absent from work for medical treatment.

Eligible employees may be granted up to an aggregate total of twelve (12) work weeks of leave during

any rolling twelve (12) month period. Each time the employee takes leave; the remaining leave entitlement

shall be limited to the balance of the twelve (12) work weeks, which have not been used in the

immediately preceding twelve (12) months. In any situation, the length of leave granted will be only for
that period of time reasonably necessary to attend to the CFRA situation and will not exceed twelve (12)

work weeks. In the case where the Company employs both parents who are eligible for leave under this
policy, leave for the birth, adoption or foster care of their child is limited to a combined total of twelve

(12) work weeks within a twelve (12) month period.

Any employee returning from an approved CFRA leave of absence which does not exceed the maximum
eligible length of such leave will be reinstated to his or her original or equivalent position with no loss in
seniority or benefits that accrued prior to the leave of absence. If, however, due to business reasons, the

original or equivalent position ceased to exist during the leave period, and, had the employee not taken
the leave, he or she would not otherwise have been employed at the time reinstatement is requested, the

employee will not be reinstated at the end of his or her leave period.

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If the employee on leave is a “key” employee, i.e., a salaried employee who is among the top ten percent

(10%) of the employees in terms of gross earnings within 75 miles of the worksite at which that employee

is employed, and keeping the job open for the employee during the leave would result in substantial and

grievous economic injury to the operations of the Company, reinstatement may be denied. In such cases,
the Company shall give the employee a reasonable opportunity to return to work after notifying the

employee of the intent to refuse reinstatement.

During an approved leave, the Company shall continue to provide medical coverage to the employee
under its group health plan at the level and under the same conditions that coverage would have been

provided by the Company if the employee had been continuously employed during the first twelve (12)
weeks of the leave. The employee will remain personally responsible for paying the employee’s portion of

the insurance premium during this time, including the employee’s portion of dependent coverage, if any.
Failure to pay premiums in a timely manner may result in a COBRA notice. If the employee fails to return

to work for at least thirty (30) days following the expiration of leave under this policy, the employee may

be required to reimburse the Company for the group health insurance premiums paid for by the

Company on behalf of the employee, unless the employee’s failure to return is caused by the
continuation, recurrence, or onset of a serious health condition that entitles the employee to leave under

this policy or circumstances beyond the employee’s control.

During the leave pursuant to this policy, the employee shall retain employee status with the Company and

the leave shall not constitute a break in service. An employee’s returning from leave shall return with no
less service time credit than the employee had when the leave commenced. Except, as specifically

provided under this policy, an employee shall not accrue service time or benefits during the leave. Service
time and benefits may accrue during the portion of the leave, if any, that the employee is paid (including

payment of the Company accrued PTO, if applicable), in accordance with the Company’s policies
governing paid leaves.

Any employee who desires to take a CFRA must submit a written request to the Company, indicating the
date on which the leave will commence and the estimated duration of the leave. If the employee’s need

for leave is foreseeable, the employee must provide the Company with reasonable advance notice of the
need for the leave – i.e., at least thirty (30) days’ notice. If the need for the leave is due to planned medical

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treatment or supervision, the employee must use all reasonable efforts to schedule the treatment or

supervision to avoid disruption to the operations of the Company.

Any requests for extensions of a CFRA should be received at least five (5) workings days before the date

on which the employee was originally scheduled to return to work and must include the revised
anticipated date(s) and duration of the CFRA.

As a condition of the employee returning from a leave taken because of the employee’s own serious

health condition, the Company may require medical certification and/or recertification from his or her
health care provider that the employee is able to resume work with or without reasonable

accommodation. Employees who do not return to work at the end of their authorized leave and do not
obtain an approved extension of the leave will be treated as having voluntarily resigned.

Any employee who works for another employer or entity, whether or not for compensation, during a
paid/unpaid leave of absence will be considered to have voluntarily resigned from the Company.

To the extent permitted by law, leave taken pursuant to the CFRA policy shall run concurrently with any

other leave for which the employee is eligible. Leave taken pursuant to this policy shall be counted against

the employee’s rolling twelve (12) month calculation for CFRA entitlements under the CFRA and any

applicable State or local laws.

Work-related injuries or illnesses will be coordinated with CFRA, FMLA, and Workers' Compensation
according to Plan provisions, and any other benefits provided to the employee in an effort to minimize

the impact of the leave. Workers’ Compensation benefits will be coordinated in such a manner that

employees may receive no more than regular earnings from all sources.

Please remember, throughout the duration of the leave, the availability of benefits, the opportunity for
reinstatement, and other privileges associated with this leave are limited to the requirements of applicable

state and federal law. No express or implied contractual rights should be inferred from this policy.

Employees should contact the People Team prior to taking a leave to ensure complete understanding of

this policy and obligations regarding the leave.

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