IV. Employee Conduct Guidelines

BUSINESS CONDUCT:

All employees are to conduct business in accordance with the highest level of integrity. Unethical conduct to achieve results is self-defeating and will not be tolerated. Personal and public conduct is expected to meet the highest standards of professionalism, integrity, discretion, and positive image/reputation. Carter & Carter clearly does not dictate the personal lives of their employees, however, when personal conduct reflects negatively on the company and our standards, “personal” behavior takes on professional overtones which the Company must address.

DRESS CODE:

Business casual dress is the standard for this dress code.

Carter’s objective in establishing a business casual dress code, is to allow our employees to work comfortably in the workplace. Yet, we still need our employees to project a professional image for our customers, potential employees, and community visitors.

Because all casual clothing is not suitable for the office, these guidelines will help you determine what is appropriate to wear to work. Clothing that works well for the beach, yard work, dance clubs, exercise sessions, and sports contests may not be appropriate for a professional appearance at work.

Clothing that reveals too much cleavage, your back, your chest, your feet (flip flops), your stomach or your underwear is not appropriate for a place of business, even in a business casual setting.

Even in a business casual work environment, clothing should be pressed and never wrinkled. Torn, dirty, or frayed clothing is unacceptable. All seams must be finished. Any clothing that has words, terms, or pictures that may be offensive to other employees is unacceptable. Clothing that has the company logo is encouraged.

Guide to Business Casual Dressing for Work
This is a general overview of appropriate business casual attire. Items that are not appropriate for the office are listed, too. Neither list is all-inclusive and both are open to change. The lists tell you what is generally acceptable as business casual attire and what is generally not acceptable as business casual attire.

No dress code can cover all contingencies so employees must exert a certain amount of judgment in their choice of clothing to wear to work. If you experience uncertainty about acceptable, professional business causal attire for work, please ask your supervisor.

Slacks, Pants, and Suit Pants
Slacks that are similar to Dockers and other makers of cotton or synthetic material pants, wool pants, flannel pants, dressy capris, and nice looking dress synthetic pants are acceptable. Inappropriate slacks or pants include jeans, sweatpants, exercise pants, Bermuda shorts, short shorts, shorts, bib overalls, leggings, and any spandex or other form-fitting pants such as people wear for biking.

Skirts, Dresses, and Skirted Suits
Casual dresses and skirts, and skirts that are split at or below the knee are acceptable. Dress and skirt length should be at a length at which you can sit comfortably in public. Short, tight skirts that ride halfway up the thigh are inappropriate for work. Mini-skirts, skorts, sun dresses, beach dresses, and spaghetti-strap dresses are inappropriate for the office.

Shirts, Tops, Blouses, and Jackets
Casual shirts, dress shirts, sweaters, tops, golf-type shirts, and turtlenecks are acceptable attire for work. Most suit jackets or sport jackets are also acceptable attire for the office, if they violate none of the listed guidelines. Inappropriate attire for work includes tank tops; midriff tops; shirts with potentially offensive words, terms, logos, pictures, cartoons, or slogans; halter-tops; tops with bare shoulders; sweatshirts, and t-shirts unless worn under another blouse, shirt, jacket, or dress.

Shoes and Footwear
Conservative athletic or walking shoes, loafers, clogs, boots, flats, dress heels, and leather deck-type shoes are acceptable for work. Flashy athletic shoes, tennis shoes, flip-flops, and slippers are not acceptable in the office. Closed toe and closed heel shoes are required on the construction site.

Jewelry, Makeup, Perfume, and Cologne
Should be in good taste, with limited visible body piercing. Remember, that some employees are allergic to the chemicals in perfumes and make-up, so wear these substances with restraint.

Hats and Head Covering
Hats are not appropriate in the office. Head Covers that are required for religious purposes or to honor cultural tradition are allowed.

Conclusion
If clothing fails to meet these standards, as determined by the employee’s supervisor and Human Resources staff, the employee will be asked not to wear the inappropriate item to work again. If the problem persists, the employee may be sent home to change clothes and will receive a verbal warning for the first offense. All other policies about personal time use will apply. Progressive disciplinary action will be applied if dress code violations continue.

CONFIDENTIALITY:

Confidential information, with respect to the companies, its stockholders, and its employees, is not to be shared or discussed except as is necessary to perform assigned duties. Confidential information includes, but is not limited to, details about completed or planned projects, client relationships, and specific deal terms with developers, owners, syndicators, broker/dealers, contractors, the company and its affiliates; and any other sensitive, proprietary, or non-public information. Failure to adhere to this policy is grounds for disciplinary action up to and including immediate termination.

EMPLOYEE COMMUNICATIONS:

We attempt to provide a pleasant and safe working environment for all employees. This is accomplished by developing and maintaining a cooperative working relationship. You are encouraged to discuss any questions or concerns freely and openly with your supervisor at any time. In doing so, the great majority of concerns can be resolved.

If the situation is not resolved, the problem should be submitted in writing to the supervisor with a copy to the Construction Coordinator. The supervisor will in turn, submit it to their own supervisor for review and action. The problem will then be evaluated and an acceptable solution worked out within 10 days.

Should the situation not be resolved within thirty days, the employee may request a formal meeting with the President. The decision of the President after the formal meeting will be final.

OUTSIDE EMPLOYMENT:

Employees may hold outside jobs as long as they meet the performance standards and scheduling demands of their job with this organization. Employees should consider the impact that outside employment may have on their health and physical endurance. All Employees will be judged by the same performance standards and will be subject to the employer’s scheduling demands, regardless of any existing outside work requirements.

If for any reason the employer determines that an employee’s outside work interferes with performance or the ability to meet the requirements of this organization as they are modified from time to time, the employee may be asked to terminate the outside employment if he or she wishes to remain with this organization.

Outside employment that constitutes a conflict of interest is prohibited. Employees may not receive any income or material gain from individuals outside the organization for materials produced or services rendered while performing their jobs.

CONFLICTS OF INTEREST:

Employees have an obligation to conduct business within guidelines that prohibit actual or potential conflicts of interest. This policy establishes only the framework within which the employer wishes the business to operate. The purpose of these guidelines is to provide general direction so that employees can seek further clarification on issues related to the subject of acceptable standards of operation. An actual or potential conflict of interest occurs when an employee is in a position to influence a decision that may result in a personal gain for that employee or for a relative as a result of this organization’s business dealings. For the purposes of this policy, a relative is any person who is related by blood or marriage, or whose relationship with the employee is similar to that of persons who are related by blood or marriage.

No “presumption of guilt” is created by the mere existence of a relationship with outside firms. However, if any employee has any influence on transactions involving purchases, contracts, or leases, it is imperative that he or she disclose to an officer of the organization as soon as possible the existence of any actual or potential conflicts of interest so the safeguards can be established to protect all parties.

Personal gain may result not only in cases where an employee or relative has a significant ownership in a firm with which this organization does business, but also when an employee or relative receives any kickback, bribe, substantial gift, or special consideration as a result of any transaction of business dealings involving the organization.

Any employee who participates in such a practice will be subject to disciplinary action, up to and including possible discharge.

SOLICITATION:

Solicitation for funds or participation in activities not Company sponsored is not permitted during working hours without management approval. Collections for the purchase of gifts for co-workers may be conducted among employees on a voluntary basis only. Persons not employed by Carter & Carter may not solicit on Company property at any time.

GIFTS AND GRATUITIES:

Employees are not to solicit or accept gifts or gratuities from persons outside the Company in connection with the performance of their job duties. Token appreciation gifts may be accepted for special occasions such as Christmas time and special performance periods.

PERSONAL USE OF COMPANY RESOURCES:

Employees are not to use the telephones, postage meters, and copiers for personal use. However, should it be necessary to do so please note your usage in the appropriate log and reimburse the Company no later than the end of the month which the usage occurred.

DISCIPLINE

It is not possible to provide a complete list of every possible offense that could result in discipline, including discharge. However, to give you some guidance, examples of unacceptable conduct are listed below. Conduct that is not listed, but that is unprofessional or potentially embarrassing, adversely affects or is otherwise detrimental to Carter & Carter’s interest or the interests of its employees, customers, or the public at large may result in disciplinary action, up to and including immediate termination. In addition, employment at is “at-will,” which means Carter & Carter can terminate your employment at any time for any reason or even for no reason. Similarly, you may resign at any time, for any reason or even for no reason.

Here is the incomplete list:

• Discourtesy to a consumer or a fellow employee.
• Theft or unauthorized possession or use of Company or another employee’s property, including failure to report/turn-in lost and found items.
• Falsification of official records including but not limited to application forms, personnel records, resumes, school records, or other Company records.
• Altering a consumer credit voucher
• Possession, use, or being under the influence of narcotics, illegal drugs or contraband while on Company property.
• Possession, use or being under the influence of alcohol, except when involving in performing the duties of your position, legitimate entertaining on behalf of the Company, or attending employee functions at which authorized alcohol is served.
• Damage or destruction of property.
• Fighting, use of threatening, obscene or abusive language, or harassment of customers or other employees through verbal or physical conduct.
• Refusal or failure to perform assigned work or follow a supervisor’s instructions, or any act of insubordination.
• Sleeping on the job.
• Possession of weapons or explosives on Company property.
• Causing injury to another employee or any act of excessive carelessness or negligence which results in potential or real loss of damage to you, another employee or the Company.
• Immoral, indecent or illegal conduct, soliciting persons for such purposes, or aiding and/or abetting in such acts.
• Uttering, publishing or distributing false, vicious, malicious or confidential statements concerning the Company or any of its consumers, employees or supervisors, or concerning any other service establishment or individual directly or indirectly related to the conduct of the Company.
• Behavior which creates an intimidating, hostile, or offensive work environment. Making unwelcome advances, requests for sexual favors and other verbal or physical expressions of a sexual nature to customers and/or other employees.
• Providing access to any Company records or proprietary information to unauthorized persons.
• Unauthorized presence on Company premises.
• Discrimination against a customer or fellow employee because of race, color, age, religion, sex, national origin, disability, pregnancy, sexual preference or other characteristics protected under state and federal law.
• Making unauthorized public statements or engaging in any conduct which may cause damage to the reputation of the Company. Only the President or the designated Company spokesperson may give information about the Company to the news media or anyone outside of the organization at any time.
• Frequent absences or tardiness, or abuse of the sick pay policy.
• Unauthorized parking in assigned areas or failure to observe rules and regulations in the parking areas.
• Failure to perform job and work assignments to Company standards, interfering with the work and efficiency of other employees or performing any action that is detrimental to the Company’s efforts to operate profitably.
• Leaving your department or work area without supervisor authorization.
• Unauthorized use of Company telephones, Internet and e-mail systems.
• Failure to observe fire and safety rules and procedures, or to report work-related injuries or illness.
• Failure to report damage to Company equipment.
• Gambling in any form on Company premises.
• Violation of Company policy regarding solicitation and/or distribution of literature.
• Changing or switching work schedules, or working overtime without prior supervisor approval.
• Failure to follow Company grooming and hygiene standards.
• Refusal to be searched or have packages inspected by the Company.
• Smoking in other than designated areas at any time.
• Horseplay or disorderly conduct.
• Dishonesty.
• Allowing anyone other than authorized persons to be in any Company owned/leased vehicle or on Company property without prior approval from management.