The Legal Stuff

These entries are intended solely as a manual. The language used in this section should not be construed as creating a contract of employment, expressed or implied, between Kinetix and any of its employees. The policies and procedures set forth in this section are not to be considered as conditions of employment nor does acknowledgment of receipt of this section constitute a contract of employment. At no time does anything contained in this section or in any other policy or communication change the fact that employment is “at will” for an indefinite period unless subject to termination by you or by Kinetix. Kinetix reserves the right to make changes to this employee handbook and to modify or deviate from stated practices or procedures at its discretion when deemed necessary.

Moreover, in compliance with the Americans with Disabilities Act (ADA), Kinetix does not discriminate against qualified individuals with disabilities in any aspect of the employment relationship, and does provide reasonable accommodation as required by law to otherwise qualified employees or applicants with disabilities.

This policy governs all areas of employment at Kinetix including recruiting, hiring, training, assignments, promotions, compensation, benefits, discipline and termination.

Any employee who violates this Policy will be subject to discipline, up to and including termination of employment.

Discriminatory Harassment

It is the policy of Kinetix to maintain a working environment free from discriminatory harassment. Any form of unlawful discrimination, including harassment based on age, race, creed, color, religion, national origin, sex, status as a disabled veteran or veteran of the Vietnam era, marital status, disability or any other protected status in accordance with applicable federal, state and local laws, is strictly prohibited. This policy extends not only to prohibiting unwelcome sexual advances and offensive sexual jokes, innuendos, or behaviors, but also prohibits offensive conduct related to or based upon factors other than sex. Any employee found to have engaged in any form of discriminatory harassment in the course of his/her employment will be subject to appropriate disciplinary action, up to and including termination of employment.

This policy applies anywhere employees are functioning on behalf of Kinetix regardless of whether it is at a Kinetix facility or in a different location.

Reporting Harassment

Any employee who believes that harassment has occurred should immediately report the incident to the CEO or any Manager. Kinetix takes matters of harassment very seriously and will conduct a prompt investigation of all complaints and take appropriate action based upon that investigation. This includes any incident on a Client site, which will be handled in the same manner but will also include the Client’s HR. Absolute confidentiality cannot be guaranteed. However, every effort will be made to handle all complaints and investigations with as much discretion and confidentiality as circumstances permit. Kinetix will not tolerate any retaliation against any employee for making a complaint, bringing inappropriate conduct to Kinetix’s attention, or for participating in an investigation of an alleged act of harassment.

The unlawful manufacture, possession, distribution, transfer, purchase, sale, use, or being under the influence of alcoholic beverages or illegal drugs during working hours, while on Company or Client property, while attending business-related activities, while on duty, or while in possession of, or operating a vehicle, or machine leased or owned by the Company or Client is strictly prohibited.

You may use physician-prescribed medications provided that the use of such medications does not adversely affect job performance, your safety or the safety of others.

Any employee who violates this policy and/or whose work performance or behavior is adversely affected by the use of drugs or alcohol will be subject to disciplinary action, up to and including termination of employment. Kinetix reserves the right to request employees undergo drug or alcohol testing in accordance with all applicable laws.

Safety

Kinetix is committed to maintaining a work environment that fosters mutual respect between employees and management and encourages open communication. If you have an issue, a complaint or need for guidance, if possible, speak first with your manager. If you are not able to reach a resolution, you may request a meeting with the next highest level of management until satisfaction is attained.

Professional Conduct

You represent Kinetix to our Clients and to our billable employees. Our success depends on your business skills, conduct, and integrity. Because we are in a service industry, it is important that you maintain a positive attitude, display a professional image, and dress in appropriate business attire.

It is Kinetix’s policy to comply with all applicable governmental laws, rules and regulations; expect that all employees at all times observe honest and ethical conduct in the performance of their responsibilities, including the avoidance of conflicts of interest; expect all personnel to treat others with dignity and respect; and encourage and support internal disclosure of any violation of this Code for appropriate action.

If you are convicted of a crime while you are an employee of Kinetix, you are expected to notify your manager within seven (7) days of the conviction.

Client Policies & Procedures

Kinetix employees are expected to comply with Client’s policies and procedures while on their site.

Gifts

Kinetix employees and members of their families must not give or receive valuable gifts to or from any person associated with Kinetix’s vendors or customers. Acceptance of a gift must be valued at less than one hundred dollars ($100), is permitted. Engaging in normal occasional business-related entertainment, such as meals or the use of sporting, theatrical or other public event tickets, is permissible with the understanding that the employee will exercise sound judgment to avoid any situation that may otherwise be subject to question.

Pay

Full time employees are paid on Fridays bi-weekly, one week in arrears. Individual commissions are paid monthly. See the Finance Calendar provided during your orientation for pay dates.

Direct Deposit Program

Participation in Kinetix’s Direct Deposit Program is open to all employees. You can elect to have your bi-weekly pay deposited into a checking account, into a savings account, or into both accounts with each account getting a designated portion of your pay.

In lieu of receiving a paycheck each pay date, participants in the program will have access to their earnings statement via the Paychex website. You will receive an email with login instructions to the website upon hire.

In order to begin participation in the Direct Deposit Program, employees must submit a completed Employee Direct Deposit Enrollment Form to Human Resources. Direct deposit is effective on your first paycheck with no waiting period.

ReadyFunds Pay Card Option

You can choose to have your paycheck deposited on a ReadyFunds Pay Card. The ReadyFunds Pay Card can be used just like a debit card and you can use it anywhere Mastercard is accepted. You can also withdraw your funds at an ATM free once a pay period. .

Employee Business Expenses

In the normal course of business, it may become necessary for employees to incur expenses while they are conducting Company business. By following the procedures outlined below, employees can expect to be reimbursed for these business expenses. This policy covers expenses that are billable to our Clients as well as expenses that are the responsibility of the Company.

Only those expenses incurred for the benefit of the Company are eligible for reimbursement. Employees should refer to the Expense Reimbursement Policy for specific guidance as to what constitutes an eligible expense and an illegible expense. Expenses over 60 days old will not be reimbursed.

In some cases, employees will incur expenses directly for the benefit of a Client for which we can then bill the Client. If the Client has their own expense guidelines that differ from those set forth in this policy, employees will be expected to adhere to the Client’s guidelines. If the Client mandates the use of their expense report, employees are authorized to substitute the Client expense report.

The following information must be provided in order to qualify for reimbursement:

• The identity of the vendor must be clearly indicated.

• The business purpose for the expenditure must be identified.

• The identity and business relationship of those participating in the event covered by the expenditure must be stated.

• Original itemized receipts must be attached (e.g. itemized hotel bills, airline passenger receipt coupons, travel itineraries, automobile rental invoices, telephone bills) for all expense items. In the event an original receipt is either lost or not available, the employee’s supervisor must approve the specific reimbursement.

Paid Time Off (PTO)

Kinetix’s PTO policy includes 3 components, sick, personal and vacation time. All time is accrued weekly beginning with your first week of service. All time off is either scheduled for as a whole day (8 hours) or a half-day (4 hours). Because PTO is accrued, our system may show you have 2 hours left of vacation time, but you must have at least 4 hours to take scheduled PTO. All plans use a January to December plan year and unused time is not carried over.

All salaried employees should work all scheduled hours per week. Time off for medical or dental appointments, or personal business appointments, and mid-day flights should be made up in good faith or taken as a portion of a day off. All PTO is “use it or lose it” by the end of the Calendar year.

Sick Time

5 days per year accrued on a weekly basis (can be used to care for sick children, spouse, domestic partner or parents).

FLOATING HOLIDAYS

4 days per year – one accrued per quarter (must use it in the quarter accrued). This is for you to use how you'd like - we hope it gives you time to reserve special holidays, take a mental health day, or celebrate your birthday!

Vacation

Base – 10 days vacation per year, adding 1 additional day per completed year of service accrued on a weekly basis. You may go negative in your vacation account (but not more than you would accrue for the current year).

Should you leave Kinetix, any unused vacation time will be paid in the next payroll cycle so long as you a have given a minimum of 2 weeks notice and do not have any outstanding obligations to Kinetix.

Holidays

Kinetix recognizes the following days as company paid holidays for full-time employees:

• New Year’s Day

• Martin Luther King Jr. Day

• Memorial Day

• Independence Day

• Labor Day

• Thanksgiving Day

• The Day After Thanksgiving

• Christmas Eve

• Christmas Day

Employees are eligible on their start date.

Health/Dental/Vision/Life Insurance

Medical, Dental, Vision, AD&D, Disability and Life Insurance are offered to full-time salaried employees. Employees become eligible for coverage the first of the month after working 30 days from the date of hire.

401(k) Retirement Benefit

Employees may begin participation in our 401(k) plan on the first day of the month after a consecutive 1-year period in which they complete 1,000 hours of service. You must be 21 years of age. Employees may elect to defer up to 75% of their compensation; however, the sum of the contributions under the plan cannot exceed the permissible limits under the Internal Revenue Code. Kinetix will make a matching contribution equal to 100% of your salary deferrals that do not exceed 3% of your compensation plus 50% of your salary deferrals between 3% and 5% of your compensation. This match will be 100% vested.

For example: If the employee contributes 5% Kinetix will match 4%. If the employee contributes 3% Kinetix will match 3%.

Absences/Lateness

If you will be absent or late, please give your manager as much notice as possible. Attempts should be made to reach your manager on his/her cell phone. It is unacceptable to leave a message on company voice mail as your only attempt to get in touch with your manager.

Jury Duty

Kinetix will excuse employees for jury duty without loss of pay or benefits. You are required to notify your manager when you receive your summons, so that proper office coverage can be arranged. You will need to turn in your jury duty money to receive your normal rate of pay.

Bereavement Leave

Employees who are absent due to a death in their immediate family will be granted a paid leave of absence for bereavement. For purposes of this policy, immediate family includes mother, father, sister, brother, spouse or domestic partner, children, grandchildren, grandparents, parents-in-law, or any other relative who lives with the employee.

Specifics should be discussed with your immediate manager.

Military Leave

Kinetix employees will be granted leaves of absence for military training and/or duty in the armed forces as required by applicable law. Requests for military leave are to be made to the employee’s manager in advance, stating date and location.

Leave of Absence

Kinetix will provide up to 12 weeks of unpaid, job protected leave to full-time employees who have worked for the company for at least one year and for 1250 hours over the previous 12 months. Employees ordinarily must provide 30 days advance notice when the leave is “foreseeable.”

Kinetix will maintain employee’s health coverage under the group health plan while employee is on leave. You will be responsible for premium payments, which are normally deducted from your paycheck.

Upon return from leave, Kinetix will restore you to your original or equivalent position with equivalent pay, benefits and other employment terms. Your schedule for earning paid time off will be adjusted.

Inclement Weather

This communication is to clarify expectations in the event of any emergency or unusual event and is intended to ensure that essential Kinetix operations remain active during such events (such as snow storms) without jeopardizing the safety of our employees.

In the event of inclement weather (or other emergency or unusual events) resulting in the delayed opening of the office, closure of the office, and/or anything that forces the creation of unique individual circumstances which make travel to the office unsafe, we encourage and expect that our team will always use their best judgment with regard to their safety and travel to work. In that same regard, we expect that the team will also be able to make decisions related to their own ability to actually work or not during this time. As you would expect, employees who are unable to come to work must notify their manager as soon as possible. Our expectation is that employees will be performing Kinetix job responsibilities from any remote location unless we are told otherwise.

It is important to note that while working from a location other than the office, normal business operations should continue to the extent possible and practical. If personal circumstances make it impossible or impractical for you to work during this time (no internet connectivity, child care responsibilities, etc.), you will be required to utilize PTO (Paid Time Off). These hours should be submitted via the usual process. To make it simple to understand, if you can work, work, if you cannot work, then don’t and let your manager know. And we presume it goes without saying that if you are working your results and meeting of expectations will be on par with your usual performance.

Reimbursable Expenses

This document provides the guidelines for what qualifies as eligible business expenses and what is ineligible. While it is meant to be all-inclusive, employees with questions should contact their Manager. Kinetix expects employee to book economy fare and individual/basic rooms. Expenses over 60 days old will not be reimbursed.

Eligible Expenses

1. Airline Travel – Employees are expected to reserve the lowest applicable non-refundable coach fare. Alternative flights must be selected if the savings exceed $200 and the resulting increased travel time is no longer than an hour and a half.

First class air travel will not be reimbursed. Employees may upgrade through payment or use of frequent flier mileage, at their personal expense.

Employees are required to book air travel at least two weeks in advance. Travel not booked within the two week window requires an authorized manager’s approval.

Unused airline tickets are negotiable documents and must be returned for a refund.

In order to provide overall savings to the Company and a benefit to our employees, employees may select a discounted airfare, which requires a Saturday night stay-over. The employee will be reimbursed for single hotel room cost and applicable meal expenses, limited to the difference between the lowest applicable unrestricted airfare, minus the actual discounted airfare. A statement of the lowest applicable airfare should be submitted with the expense report. A calculation of the extra expense compared with the reimbursement limitation should also accompany the expense report.

2. Automobile Rentals – Automobiles should be rented only when public transportation and taxis are impractical, more expensive, or not available, and only when traveling out-of-town.

Vehicles of the compact car class are customary for individual employees. The next size class may be rented when two or more employees are traveling together.

Reimbursable items include the actual cost of the rental, tolls and gasoline purchases. Employees should refuel prior to returning the rental to avoid the costly refueling fee charged by the rental companies.

Extended insurance coverage is not a reimbursable item. Employees should decline extended insurance coverage because the Company maintains corporate coverage.

Only employees are authorized to drive rental vehicles.

3. Customer Meals & Entertainment – It is recognized that business practices and common courtesy sometimes require that gifts and entertainment be extended to present or prospective Clients. These occasions are strictly limited and may not involve secret commissions, hidden gratuities or payments to third parties that might have influence on such Clients. Kinetix employees’ participation in these events must be kept to a minimum. Only those employees who have legitimate host responsibilities may attend. Gifts and entertainment may be reimbursed if all of the following conditions are met:

They are consistent within generally accepted ethical and legal standards:

• They are of such limited value and are in such form that they cannot be construed as a bribe, payoff or deal;

• The Client has not advised it has a policy against or otherwise limits receipt of gifts and entertainment by its employees and agents.

• Entertainment expenses must either directly relate to the conduct of business or occur directly before or after substantial business discussions.

• Criteria for judging entertainment as ordinary and reasonable are:

• Not lavish: the value of the entertainment is not considered lavish or extravagant and is reasonable for the situation.

• Specific purpose: the entertainment must have a specific, predetermined business purpose.

• Non-recurring: the entertainment must not be conducted over an extended period of time with the same persons or with different persons from the same organization unless an extended sequence of business transactions is being conducted.

• Minimum participants: the persons entertained must be restricted to those needed to achieve the business objective.

4. Long-term Assignments – When out-of-town on long-term assignments, visits to the employee’s local home are reimbursable as follows:

• Fares for trips are reimbursable every two weeks.

• Employees may fly home or alternatively have a companion fly to his/her location, if the expense is not significantly more.

5. Hotels – Employees must use business-level hotels, such as Holiday Inns, Days Inns, etc.

A single room should be reserved. Suites are acceptable only when the suite accommodation is the standard-room-type of the hotel and the cost is consistent with local single room rates. At certain Company functions, participants may be required to share rooms with other Company personnel.

Room reservation guarantees are automatically made to the employee’s charge card at the time of booking. If the employee is unable to use the reservation, it is the employee’s responsibility to cancel either through the approved travel agency or directly with the hotel. Most US hotels require that cancellations be made by 4:00 p.m. “No-show” charges are not reimbursable. The following types of expenses are considered to be of a personal nature and will not be reimbursed:

• Personal services such as barber, beautician, manicurist, shoeshine and massage;

• Special room services, such as in-room movies; and

• Additional charges for room upgrades or special floors.

Reimbursable meal and entertainment charges included in the hotel bill must be segregated into the appropriate columns of the expense report.

6. Laundry and Dry Cleaning Services – Employees traveling on Company business and absent from their homes for more than five consecutive days are entitled to laundry/valet expenses up to a maximum allowance of $10 per day beginning on the fifth day.

7. Business Meals – Employees are reimbursed for meals and incidentals when traveling out-of-town overnight.

Meals with others, including employees in a specialized group meeting and recruits, are reimbursable only when:

• Prior approval is obtained from the employee’s immediate supervisor.

• Meals, per person, are limited to: Breakfast $10, lunch $15 and dinner $35. Amounts in excess will not be reimbursed. These amounts are not cumulative (i.e. you may not skip lunch in lieu of a $60 dinner reimbursement).

• A valid itemized receipt evidencing the actual purchase of the meal claimed for reimbursement must be submitted with the Expense Report.

If more than one employee attends a business meal, the senior member of the group should pay for the meal and claim the reimbursement.

8. Meetings – The Company will pay or reimburse employees for all valid business meeting expenses. The authorizing manager is responsible for ensuring that meeting expenses are valid and reasonable and are necessary to achieve desired business objectives. Meeting on Company premises is the business norm. Business meetings held off Company premises require prior approval by the CEO.

A higher level manager within the initiator’s organization who did not attend the meeting should approve business-meeting expenses. The approver must determine that the meeting expenses are reasonable and consistent with Company policy. The approver must also review the adequacy of the supporting documentation to corroborate the meeting expenses.

Business Meeting expenses that are not reimbursed:

• Casual, impromptu meetings in which the discussion is general and not addressed toward a specific business objective: for example, a lunch characterized by shoptalk.

• A meeting held in any facility, e.g., principal residence, cottage, boat, owned or leased by an employee or a member of his or her immediate family.

• One-on-one business meals between employees when neither is on travel status unless the meeting is a job interview.

9. Membership Dues – Reasonable membership dues for professional societies that are directly related to the employee’s job function are reimbursable only if pre-approved by the employee’s manager or CEO.

10. Non-billable Expenses – Any expenditure incurred by a consultant that is compliant with Company policies but that is not reimbursable by a Client must have CEO/COO, Finance approval prior to the consultant being reimbursed. The CEO/COO, Finance should also document the basis as to why the expenditure is not billable to a Client.

11. Parking

• Parking charges paid by an employee as part of commuting during a normal business day are not reimbursable.

• Parking charges associated with conducting business at other than the employee’s normal business location are reimbursable and may include:

• Parking at local airports when using a personal automobile. Employees must use less expensive, long-term parking, where available.

• Parking at public parking facilities when on business-related visits.

13. Spouse Travel – Spouse or companion travel, which is required for business-related activities and is to be reimbursed by the Company, requires prior written approval by the CEO. This approval is to be included with the documentation accompanying the expense report.

14. Transportation Reimbursement – Reimbursement for personal automobile use will be authorized when the employee is required to travel to another location for business reasons, including to and from airports/rail stations at the IRS’ annual published mileage reimbursement rate. This rate is updated each year on the expense report. Employee will be reimbursed once they submit an expense report with the mileage from their trip.

When commuting to a customer or Client, the total round-trip mileage from the employee’s residence to their permanent place of business (i.e. branch location or long-term assignment at Client location) should be deducted from the actual mileage incurred. The difference is available for reimbursement.

Bridge and highway tolls are reimbursable in addition to the flat mileage rate.

Limousine services are not allowed within a city if taxi services are available. Use of limousine services is permitted only if no less expensive alternatives are available.

Normal daily commuting mileage, bridge, and highway tolls to the employee’s office is not reimbursable.

15. Travel Incentives – The employee may keep points accumulated through participation in airline, hotel, car rental or personal credit card promotions. Travel arrangements should be the most cost-effective available and not determined by available incentives.

Employees who choose to participate in such programs are responsible for application and program administration. Membership fees for promotional programs are not reimbursable.

Individuals may use travel incentives to purchase Company-reimbursed travel services. In such cases, the Company will provide the employee with a taxable bonus of 50% of the lowest available coach airfare for that flight.

Ineligible Expenses

1. Alcoholic Beverages are non-reimbursable

2. Airline clubs – Membership fees and charges relating to airline clubs such as Crown Club, Red Carpet Club, Admiral’s Club and others are not reimbursable for any employee.

3. Airline/Hotel/Automobile upgrades.

4. Clothing – regardless of the circumstances (e.g. lost luggage).

5. Computer hardware and software – both new and upgrades. All computer hardware and software purchases must be made through the IT Department.

6. Credit card fees – including all charge card fees, except the corporate American Express card. Late charges and all other related charges are not reimbursable.

7. Customer gifts – unless it meets the criteria as noted previously.

8. Equipment rentals – including slide and overhead projectors, screens, computers, printer, sound systems and similar items. If necessary for business purposes, these items need to be arranged through the Office Manager and processed through Accounts Payable.

9. Flowers – only reimbursable under circumstances of employee, consultant or customer hardship (funerals, sickness) or births within employee’s direct family (CEO/COO, Finance approval required).

10. Gas receipts – itemized mileage must be submitted for reimbursement.

11. Newspapers, books, magazines, business and professional journals – the local branch/subsidiary office will purchase various publications for general use, if appropriate. (CEO/COO, Finance approval required).

12. Office supplies – including paper, calendars, Day Timers, diaries, diskettes, fax paper, notebooks, pens, pencils, printer and copier cartridges, refills, postage stamps, and similar items should be ordered through the Executive Assistant to the CEO.

13. Personal hotel services – including barber, beautician, manicurist, shoeshine and massage.

14. Travel Accident Insurance

15. Parking tickets and traffic fines

16. Baby-sitting / House-sitting / Pet Boarding

17. Toiletries

18. College/University alumni dues

19. Cellphone Accessories

20. Gifts for current or prospective clients

21. Stationery items – including letterhead, greeting cards, business cards, personal stationery and similar items

22. Political Contributions

The computers and computer accounts given to Employees are to assist them in the performance of their jobs. Employees should not have an expectation of privacy in anything they create, send or receive on the computer. The computers, systems and network resources and services belong to Kinetix and/or its respective Client and may be used for business purposes only.

System users are governed by the following provisions, which apply to all use of computers, systems and network resources and services. Computers, systems and network resources and services include, but are not limited to, the following: host computers, file servers, workstations, stand alone computers, laptops, software, and internal or external communications networks (Internet, commercial online services, bulletin board systems, and e-mail systems) that are accessed directly or indirectly from a Kinetix or a Client’s facilities.

NOTE: This policy may be amended or revised periodically as the need arises.

• The term “users”, as used in this policy, refers to all Employees accessing or using a Client’s computer and telecommunications resources and services.

• Users must comply with all software licenses, copyrights, and all other state and federal laws governing intellectual property.

• Fraudulent, harassing, embarrassing, indecent, profane, obscene, intimidating, or other unlawful material may not be sent by e-mail or other form of electronic communication or displayed or stored in a Client’s computers. Users encountering or receiving such material should immediately report the incident to their Kinetix supervisor.

• Users should use the same care in drafting e-mail and other written communication. Anything created on the computer may, and likely will, be reviewed by others.

• Users may not install software onto their individual computers or the network without first receiving express written authorization to do so from their Manager.

• Users shall not forward e-mail to any other person or entity if the sender has explicitly specified not to.

• Users should not alter or copy a file belonging to Kinetix or its Clients without first obtaining permission from the owner of the file. The ability to read, alter or copy a file belonging to another user does not imply permission to read, alter or copy that file.

• Without prior written permission, the computers, systems and network resources and services of Kinetix or any Client may not be used for personal matters or for the transmission or storage of commercial or personal advertisements, solicitations, promotions, destructive programs (virus and/or self replicating code), or political use.

• Users are responsible for safeguarding their passwords for the system. Individual passwords should not be printed, stored online, or given to others. Users are responsible for all transactions made using their passwords.

• A User’s ability to connect to other computer systems through the network does not imply a right to connect to those systems or to make use of those systems unless specifically authorized by the operators of those said systems.