DSB Employee Handbook

EMPLOYEE HANDBOOK

VISION THAT BUILDS VALUE

WELCOME TO DAVID S. BROWN ENTERPRISES, LTD. VISION STATEMENT

MISSION STATEMENT

It is our vision to develop, build, and manage projects that serve the needs of the present and anticipate those of the future.

Since 1933, the mission of David S. Brown Enterprises has been to deliver high-quality construction, innovative development, and exceptional real estate services.

A WORD FROM OUR PRESIDENT We're sure you have many questions about our company and its workings, its procedures, its functions, and your role here. We've prepared this employee handbook to help answer some of these questions for you.

As you become better acquainted with your job and our company, you will probably have occasion to seek more detailed information about many things which can only be touched upon briefly in this handbook. When those occasions arise, please consult with your supervisor.

We know you will enjoy the opportunity to work alongside the Company's other employees. The contributions you make to the Company's success are greatly appreciated. By working together we can continue the tradition of excellent service for which the Company is known.

HOWARD S. BROWN PRESIDENT

CORE VALUES

Our core values are the fundamental beliefs of our organization.

These guiding principles encourage positive outcomes and collaboration among team members.

1

2

3

4

LOYALTY We cultivate relationships founded on trust and integrity.

TENACITY We excel through innovation and resourcefulness.

LONGEVITY We are constructed to endure. We build to outlast.

SYNERGY Teamwork is our most valuable asset. Together we succeed.

TABLE OF CONTENTS GENERAL EMPLOYMENT POLICES Regular Work Hours Bad Weather Closings Overtime Safety Regulations Making Suggestions Handling a Problem or a Complaint Termination of Employment Exit Interview Equal Employment Opportunity Harassment Disabilities Accomodation Policy Pregnancy-Related Disabilites

EMPLOYEE BENEFITS 2 2 3 3 3 3 3 4 4 4 6 6

General Health Insurance Short Term Disability Insurance Life Insurance 401(k) Plan Sick and Safe Leave Family or Medical Leave Military Leave Bereavement Leave Holidays Vactions/Birthdays Jury Duty Seminar Reimbursement Employee Referral Bonus

SALARY ADMINISTRATION

16 16 16 16 17 17 18 20 20 20 21 21 22 22

Pay Periods Payroll Deductions Time Records Final Pay

7 7 8 8

This Handbook has been prepared to acquaint

FLSA Policy Performance Evaluation/Salary Review

8 8

David S. Brown Enterprises, Ltd. (the “Company”) and to act as a reference for employees. Nothing

EMPLOYEE RESPONSIBILITIES Personal Data Computer, Voice-Mail, E-Mail, Internet Systems Code of Ethics/Standards of Conduct Absenteeism/Lateness Unavoidable Lateness Substance Abuse Policy Employee Assistance Program Disciplinary Action Standards of Performance and Behavior Workplace Violence/Weapons No Solicitation Rule No Distribution Rule Dress Code Policy Personal Calls Use of Company Vehicles/Credit Card Smoking Conflicts of Interest

employees with the policies and procedures of

in this Handbook creates any express or implied 9 9 10 10 11 11 12 12 12 13 13 13 14 14 14 15 15

contractual right. Employees have the right, at any time, to terminate their employment with the Company and the Company retains the similar right. The Handbook reflects policies and procedures generally applicable at the time of publication and such policies and procedures may be changed by the Company.

INTRODUCTION This Handbook is designed to acquaint you with David S. Brown Enterprises, Ltd. (the “Company”) and to provide you with information about working conditions, employee benefits, and some of the policies affecting your employment.

It is your responsibility to read, understand, and comply with all provisions of the Handbook. It describes many of your responsibilities as an employee and outlines the programs developed by the Company to benefit employees.

No employee handbook can anticipate every circumstance or question about policy. The Company reserves the right to revise, supplement, or rescind any policies or portion of this Handbook, from time to time as it deems appropriate.

Your employment with the Company is on an “at-will” basis. You are free to terminate your employment with the Company at any time, with or without a reason, and the Company has the right to terminate your employment at any time, with or without a reason. Although the Company may choose to terminate employment for cause, cause is not required in order to terminate the employment relationship.

No one other than the President of the Company can enter into an agreement for employment for a specified period of time, or make any agreement or representations contrary to this policy of at-will employment. Further, any such agreement must be in writing and signed by the President of the Company.

Nothing contained in this Handbook is intended or should be construed to create a contract of employment or any express or implied contractual rights.

If you have any questions about this Handbook, you should direct your inquiry to the Human Resources Department.

1

GENERAL EMPLOYMENT POLICES We strive to maintain a simple guideline to judge an applicant's qualifications for employment with the Company.

We evaluate an applicant's education and experience in light of the requirements of the job and we are interested in hiring individuals who are seeking a career with us rather than just looking for a job.

The Policies and Practices set forth in this Handbook are applicable to all employees; however, many of the employee benefits described in the Handbook are applicable only to employees working 30 hours or more per week.

REGULAR WORK HOURS Employees will be informed of their work schedules and lunch breaks by their supervisors. In certain offices (leasing, for example) lunch time must be coordinated with others in your department so that the telephones are always covered.

BAD WEATHER CLOSINGS NOTE: This policy is directed at corporate and leasing office employees; it is not applicable to essential personnel whose duties include snow removal, care of facilities, and who are, therefore, expected (and particularly appreciated) at work irrespective of the weather.

If bad weather (or other emergency seriously affecting travel to or from the office) causes the office to be closed, there will be no deduction from pay you would have been entitled to had you worked your regular shift that day. If the office closes under these circumstances and your job can be performed from home, you are expected to work from home.

NOTE: It is unlikely that we will close the office for inclement weather. This will occur only if the nature of the weather event is so severe that it would be unreasonable to expect anyone to come to work.

We have established a phone line (410-581-2478) on which there will be a recorded message advising of the status of the office as to “open” or “closed”. You can assume that the office is OPEN, unless there is a message to the contrary on that line. Additionally, if you have given your cell number to the Human Resources Director, you will get a text blast advising of closings or late openings.

If the office is open, the following rules will apply: A.

All employees who come to work will be paid for the number of hours scheduled to work, provided: they did not leave before early dismissal; or, they did not arrive after a delayed opening; or, they did not take the entire day off.

In other words, if you arrive at your scheduled time, or, if bad weather already prevails, at a reasonable time, and stay to your normal end-of-day, or an earlier announced closing, you’ll be paid for the day.

B.

Employees already scheduled off using any allowed leave (vacation, personal, sick, etc.) are charged the full day of leave usage, whether or not the employee called “off” due to the weather. In other words, if it was a previously scheduled day off, then it remains charged as requested.

C.

Employees who leave earlier than the dismissal, or arrive later than the delayed opening, shall be charged the amount of leave (vacation or sick live) needed to complete their normal shifts. If they have no leave, they will be charged for leave without pay.

2

OVERTIME Overtime is a constant necessity in the real estate business, and employees are expected to be able to work overtime when the need arises. Non-exempt employees are paid overtime at the rate of 1.5 times their basic straight time hourly wage. Overtime occurs after an hourly employee has worked more than 40 hours in a work week. Overtime work must be approved in advance by your supervisor. Failure to obtain prior approval to work overtime may result in disciplinary action, up to and including termination.

For exempt employees, working in excess of 40 hours per week is considered part of the job.

SAFETY REGULATIONS We expect that employees will follow basic rules of safety appropriate to large work areas for the health and protection of themselves, their colleagues, and the Company. Although many job functions will have their own specific safety regulations, there are a few policies which apply to all employees: 1.

Report all injuries (large or small) to your supervisor immediately. Should you have an injury or feel ill while at work, contact your supervisor. Supervisors must then report the injury to the Company’s Safety Superintendent and the Human Resources Department.

2.

Should you notice something that seems like a safety hazard anywhere, please report this to your supervisor and/or the Human Resources Department.

MAKING SUGGESTIONS We truly welcome and encourage your suggestions on how to improve procedures, atmosphere, and productivity at the Company. Your suggestions may be submitted by memo to the Human Resources Department.

HANDLING A PROBLEM OR A COMPLAINT (THE COMPANY’S OPEN DOOR POLICY) The Company has an Open Door Policy for all employees. Every manager’s door is open to every employee to discuss any topic, problem, or complaint. The purpose of our open door policy is to encourage open communication, feedback, and discussion about any matter of importance to an employee, or anonymously, in a suggestion box located in the corporate mailroom or other location.

Most problems can and should be solved in discussion with your immediate supervisor and this is encouraged as your first effort to solve a problem. However, an open door policy means that you may also discuss your issues and concerns with the next levels of management and/or the Human Resources Department.

No employee will be subject to, and the Company prohibits, any form of discipline or retaliation for seeking assistance in good faith under this open door policy.

TERMINATION OF EMPLOYMENT All employees are employed on an at-will basis. You have the right to terminate your employment at any time, with or without cause, and the Company retains the similar right.

If you are considering terminating your employment, it may be mutually beneficial to discuss the reasons with your supervisor and/or the Human Resources Department. Misunderstandings can often be corrected. If it is still your decision to terminate your employment, you should submit a letter of resignation to your supervisor.

3

All employees are expected to give a minimum of two weeks written notice prior to leaving their position. Employees who submit such advance written notice of their resignation and who work in good faith during the duration of the notice period will be paid for unused vacation days and unused birthday. In the event that an employee does not submit proper notice of resignation or is involuntarily terminated the employee will not be paid for unused vacation days and/or unused birthday.

EXIT INTERVIEW Whenever practicable, the Human Resources Department will conduct an exit interview with a terminating employee prior to the last day of employment.

EQUAL EMPLOYMENT OPPORTUNITY It is the policy of the Company to provide equal employment opportunity without regard to race, color, religion, sex, age, national origin, sexual orientation, gender identity, marital status, or mental or physical disability, or any other characteristic protected by applicable law. The Company will make a continuing affirmative effort to ensure that all personnel policies and practices are administered in a manner consistent with the requirements and objectives of this policy.

The Company requires that all of our employees, supervisors, and managers understand and practice equal employment opportunity. We ask and require that all employees add their support to achieving our objectives of equal opportunity employment. If an employee believes someone has violated this policy or otherwise has questions regarding this policy, the employee should use the Complaint Procedure outlined in the No Harassment Policy in this Handbook or speak with the Human Resources Department.

No employee will be subject to, and the Company prohibits, any form of discipline or retaliation for reporting perceived violations of this policy in good faith, pursuing any such claim, or cooperating in any way in the investigation of such claims in good faith. If an employee believes someone has violated this no-retaliation policy, the employee should bring the matter to the immediate attention of the Human Resources Department or any other member of management under the Company’s open door policy. Anyone, regardless of position or title, whom the Company determines has engaged in conduct that violates this policy against retaliation will be subject to discipline, up to and including termination.

NO HARASSMENT All employees are entitled to be treated with dignity and respect. The Company is, therefore, committed to providing a work environment free from harassment, intimidation, and coercion based on or related to race, color, religion, sex, age, national origin, sexual orientation, gender identity, marital status, or mental or physical disability, or any other characteristic protected by applicable law. Such behavior is inconsistent with our philosophy of mutual respect for all employees and will not be tolerated.

Harassment Defined. Harassment as defined in this policy is unwelcome verbal, visual or physical conduct, based on an individual’s protected characteristic (for example, race, color, religion, sex, age, national origin, sexual orientation, gender identity, marital status, or mental or physical disability), creating an intimidating, offensive, or hostile work environment that interferes with work performance. Harassment can be verbal (including slurs, jokes, insults, epithets, gestures or teasing), graphic (including offensive posters, symbols, cartoons, drawings, computer displays, or e-mails) or physical conduct (including physically threatening another, blocking someone’s way, etc.) that denigrates or shows hostility or aversion towards an individual because of any protected characteristic. Such conduct violates this policy, even if it is not unlawful. Because it is difficult to define unlawful harassment, employees are expected to behave at all times in a professional and respectful manner.

4

Sexual Harassment Defined. Sexual harassment can include all of the above actions, as well as other unwelcome conduct, such as unwelcome or unsolicited sexual advances, requests for sexual favors, conversations regarding sexual activities, and other verbal or physical conduct of a sexual nature.

Examples of conduct that violates this policy include: •

unwelcome sexual advances, flirtations, advances, leering, whistling, touching, pinching, assault, blocking normal movement

•

requests for sexual favors or demands for sexual favors in exchange for favorable treatment

•

obscene or vulgar gestures, posters, or comments

•

sexual jokes or comments about a person’s body, sexual prowess, or sexual deficiencies

•

propositions, or suggestive or insulting comments of a sexual nature

•

derogatory cartoons, posters, and drawings

•

sexually explicit e-mails or voicemails

•

uninvited touching of a sexual nature

•

unwelcome sexually related comments

•

conversation about one’s own or someone else’s sex life

•

conduct or comments consistently targeted at only one gender, even if the content is not sexual

•

teasing or other conduct directed toward a person because of the person’s gender

All such conduct is unacceptable in the workplace and in any work-related settings such as business trips and business-related social functions, regardless of whether the conduct is engaged in by a supervisor, co-worker, client, customer, vendor, or other third party.

Complaint Procedure. Any employee who believes he or she is the victim of harassment or discrimination or who witnesses what he or she believes to be harassment or discrimination must use the following procedure.

If you believe you are being harassed or subjected to discrimination or you believe you have witnessed such behavior and you are comfortable in speaking to the offending employee, you are encouraged to speak to that individual about his or her offensive conduct and explain that you do not like it. The offensive conduct may have been thoughtless or based on a mistaken belief that it was welcome. In any event, respond immediately; do not ignore the problem.

If you believe you have been harassed or subjected to discrimination or have witnessed such behavior and you are uncomfortable approaching the offender, or have done so without success, you should report such facts immediately to your supervisor or to the Human Resources Department, the Director of Leasing and Commercial Property Management or the General Counsel, or another member of management under the Company’s open door policy so that the Company can take appropriate action. The Company emphasizes that employees are not required to first bring a complaint regarding harassment to their supervisor.

If an employee brings a complaint and is not satisfied with the Company's response, he/she should write to the Human Resources Department and/or the Company’s General Counsel, who will contact the employee regarding the complaint.

Any supervisor who receives a complaint or who observes harassing conduct must inform the Human Resources Department immediately.

It is important to inform the Company immediately if you believe you have experienced or observed discrimination or harassment. The Company cannot address the problem if it does not know it exists. If a complaint is made, the Company will conduct an investigation and take appropriate corrective action. Confidentiality will be maintained to the extent possible without jeopardizing a full investigation.

5

All complaints will be investigated promptly. Where the investigation finds that harassment or a violation of this policy has occurred, the Company will take prompt corrective and disciplinary action (up to and including discharge from employment, when appropriate).

No Retaliation. No employee will be subject to, and the Company prohibits, any form of discipline or retaliation for reporting perceived violations of this policy in good faith, pursuing any such claim, or cooperating in any way in the investigation of such claims in good faith. If an employee believes someone has violated this no-retaliation policy, the employee should bring the matter to the immediate attention of the Human Resources Department and/or the Company’s General Counsel, or any other member of management under the Company’s open door policy. Anyone, regardless of position or title, whom the Company determines has engaged in conduct that violates this policy against retaliation will be subject to discipline, up to and including termination.

Employees should also use this procedure in regard to any work-related harassment or discrimination by non-employees.

DISABILITIES ACCOMMODATION POLICY The Company is committed to complying with all applicable provisions of the Americans with Disabilities Act, as amended (ADA) and other applicable law governing the employment of individuals with disabilities. It is the Company’s policy not to discriminate against any qualified employee or applicant with regard to any terms or conditions of employment because of such individual's disability so long as the employee can perform the essential functions of the job. Consistent with this policy of nondiscrimination, the Company will provide reasonable accommodations to a qualified individual with a disability, as defined by the ADA or other applicable law, who has made the Company aware of his or her disability, provided that such accommodation does not impose an undue hardship on the Company.

Employees with a disability who believe they need a reasonable accommodation to perform the essential functions of their job should contact the Human Resources Department. The Company encourages individuals with disabilities to come forward and request reasonable accommodation.

Employees seeking an accommodation may be required to submit information from their health care provider.

PREGNANCY-RELATED DISABILITIES The Company will explore the possibility of providing a reasonable accommodation, which may include appropriate adjustments to schedule, duties and or leave, to an employee who has a pregnancy-related disability. Employees seeking such an accommodation should contact the Human Resources Department to discuss possible accommodations. Employees seeking a pregnancy-related accommodation will be required to submit a certification from their health care provider.

6

SALARY ADMINISTRATION PAY PERIODS Pay is issued every other Friday for the pay week ending on the previous Tuesday. The Company does not give advances. If Friday is a bank or Company holiday, you will be paid on the preceding Thursday. Employees shall be paid via direct deposit.

PAYROLL DEDUCTIONS Federal, state, and local income taxes and social security payments, as required by law are deducted from your weekly earnings. Often, these deductions may change as they are affected by changes in the amount you earn, by legislation, and by the number of dependents you declare. In addition, upon receipt of a signed authorization form, the Company will make other deductions for certain benefits. Your paystub will have a statement showing both your earnings for the pay period and the amounts deducted.

The Company complies with the salary basis requirements of the Fair Labor Standards Act (FLSA). The Company does not make improper deductions from the salaries of exempt employees. Exempt employees are those employed in a bona fide executive, administrative, or professional capacity and who are exempt from the FLSA’s overtime pay requirements.

WHAT DEDUCTIONS ARE PERMITTED? There are certain circumstances where deductions from the salaries of exempt employees are permissible.

Such circumstances include: •

When an exempt employee is absent from work for one or more full days for personal reasons other than sickness or disability;

•

When an exempt employee is absent for one or more full days due to sickness or disability if the deduction is made in accordance with a bona fide plan, policy or practice of providing compensation for salary lost due to illness;

•

To offset amounts received as witness or jury fees, or for military pay; or

•

For unpaid disciplinary suspensions of one or more full days imposed in good faith for workplace conduct rule infractions.

Also, an employer is not required to pay the full salary in the initial or terminal week of employment for time taken by an exempt employee as unpaid leave under the Family and Medical Leave Act or; for penalties imposed in good faith for infraction of safety rules of major significance. In these circumstances, either partial day or full day deductions may be made.

WHAT TO DO IF AN IMPROPER DEDUCTION OCCURS If you are an exempt employee and believe that an improper deduction has been made to your salary, you should immediately report this information to your direct supervisor, or to the manager of the Human Resources Department.

Reports of improper deductions will be promptly investigated. If it is determined that an improper deduction has occurred, you will be promptly reimbursed for any improper deduction made.

7

TIME RECORDS Designated employees are responsible to accurately record all time worked on a weekly basis in accordance with the manner and method directed by the Company and/or employee’s supervisor. Time worked is all of the time actually spent on the job performing job duties. Time records are approved by your supervisor.

FINAL PAY Employees' final paychecks will be issued on the regular payday following their last day of work. The final paycheck will be direct deposited or mailed to the employee's address on file, unless other arrangements are made.

Prior to receiving a final paycheck for accrued vacation pay (if applicable), employees will be required to return any property belonging to the Company, which are entrusted to them or is in their possession.

FLSA POLICY The Company is committed to following the requirements of the Fair Labor Standards Act and state law as they relate to the payment of wages to exempt and non-exempt employees. Employees are responsible for accurately recording their hours worked and should treat time records with the same level of care and honesty as all other Company records. The Company makes every effort to properly classify employees as either "exempt" or "non-exempt" under the Fair Labor Standards Act and state law. If you are unsure of your classification, your supervisor or the Human Resources Department can tell you. If you feel that you have been improperly classified, you should make a written inquiry to the Human Resources Department stating the reasons you believe you have been improperly classified.

Similarly, non-exempt employees who believe that they have not been properly paid for all hours worked, including overtime, should submit a written inquiry to the Human Resources Department, detailing the amounts they believe were not properly paid.

Upon receipt of an inquiry as described above, the Company will conduct a prompt investigation. If the Company determines that improper deductions were made from the employee's pay, or that he or she was not properly paid for all hours worked, the Company will take appropriate remedial action and will reimburse the employee for all amounts improperly deducted or unpaid. No retaliation will be tolerated against any employee for making an inquiry under this policy or for assisting or participating in any investigation. Any attempt at retaliation will be subject to disciplinary action, up to and including discharge.

PERFORMANCE EVALUATION/SALARY REVIEW All employees are expected to perform their job duties to the best of their ability. The Company is committed to assisting our staff to achieve the best performance possible based upon their individual potential, and believes that employees should be rewarded for a job well done.

We expect employee performance appraisals to be an on-going process on the part of management. A formal performance evaluation will be prepared for most positions on an annual basis. The purpose of these reviews is to discuss positive aspects of performance, review and improve problem areas, clarify job expectations, assist in developing employee skills and foster better communications.

The performance evaluation will be used in determining salary increases. Your salary is based on the type of work you perform, your experience, your ability, your performance, and the success of the Company.

8

EMPLOYEE RESPONSIBILITIES PERSONAL DATA Employees must promptly report all changes in their name, address, telephone number, dependent and beneficiary changes for medical and life insurance benefits, i.e., change in marital status, birth of a child, or if a dependent child ceases to be a dependent under the terms of a benefit plan, certifications related to your job, skills, person to contact in an emergency, etc. to your supervisor, so that their personnel records are always accurate and up to date.

COMPUTER, VOICE-MAIL, E-MAIL, INTERNET SYSTEMS Generally as an employee of the Company, you may be required or permitted to access the Company’s Electronic Systems and Devices. For the purposes of this policy, the term “Electronic Systems and Devices” includes, but is not limited to: •

Any desktop or laptop computer, tablet or similar device, provided by the Company;

•

Any service available on the Company’s computer or phone systems, including, but not limited to, electronic mail, Internet browsing and voice mail, even if accessed through an employee’s own personal computer, tablet, smart phone or other device;

•

Any cell phone, smartphone, pager or other mobile communication device provided by the Company;

•

Any operating systems, storage media, network accounts of any kind, maintained by the Company;

•

Any phone, fax machine, copier or other electronic device provided or operated by the Company

All Electronic Systems and Devices, including the equipment itself, the software and programs installed or run on such systems and devices and all data and information stored in such systems and devices are the property of the Company.

Software must not be downloaded from the Internet without the prior approval of the Company’s information technology provider or your supervisor.

Upon request of the Company’s Legal Department and/or Human Resources Director, employees must turn over all passwords used to access the Company’s Electronic Systems and Devices and/or those provided to the employee by the Company.

No Expectation of Privacy. All messages, documents, data, images or other information of any kind, created, sent, received, stored or viewed on the Electronic Systems and Devices are and remain the property of the Company and employees should have no expectation of privacy with respect to any such information.

Employees should not use Electronic Systems or Devices to create, send, receive, view, or store private, confidential or privileged information. The Company reserves the right to retrieve and review any documents, data, images or other information of any kind created, sent, received, viewed or stored on its Electronic Systems and Devices, including, but not limited to, voice mail messages, email messages, text messages, instant messaging, images and information on social networking platforms, if accessed or viewed using the Company’s Electronic Systems or Devices, and to review Internet and other program usage history.

Components of the Electronic Systems and Devices may save copies of some or all the preceding types of information (even if it is deleted) including messages or other information sent, received or viewed on an employee’s personal,

9

password protected, Internet-based email or social media account. As a general rule, if you want any communication to remain private, do not access or view it using the Company’s Electronic Systems or Devices.

Compliance With Applicable Laws. Employees are responsible for complying with the restrictions of any licensing agreements or other agreements regarding the Electronic Systems and Devices or computer programs contained in the Electronic Systems and Devices. Employees may not make copies of any programs without the express permission of the Company. In addition, the programs contained in the Electronic Systems and Devices should be treated as confidential information in accordance with Company policies.

Limited Personal Use. The Company’s Electronic Systems and Devices are primarily for business use. Occasional and reasonable personal use is permitted, subject to this Policy and provided that personal use does not adversely affect the work of any employee or the Company’s operations. The Company reserves the right to monitor, record, and review any use on its Company assets (including for such personal use), such as Electronic Systems and Devices.

Compliance With Other Company Policies. The Company’s Electronic Systems and Devices should not be used to create, send, receive, store or view content that may be considered discriminatory, defamatory, offensive, threatening, harassing or disruptive to any employee or to the conduct of Company business. Offensive content includes, but is not limited to, sexual comments or images, racial, religious or ethnic slurs, gender-specific comments, or any content that would offend someone on the basis of his or her race, color, age, sex, religion, sexual orientation, gender identity, national origin, physical or mental disability, or other characteristic protected by applicable law.

Violations/Discipline. Employees learning of the misuse of the Company’s Electronic Systems or Devices, or of violations of this policy, shall notify his/her direct supervisor and/or the Human Resources Director immediately.

Violations of this policy may result in the imposition of disciplinary action up to and including termination.

CODE OF ETHICS/STANDARDS OF CONDUCT The Company is committed to conducting its business in accordance with the highest ethical standards. Every employee is expected to maintain professional standards and the highest level of integrity at all times. Any information about the Company business which may come to you, as you go about your job, must be kept in strictest confidence.

ABSENTEEISM/LATENESS One of your most important job responsibilities is regular and prompt daily attendance. All employees are dependent on each other to keep a balanced flow of work. Every time you are not on your job during your assigned hours, you are not only making it difficult to accomplish our objectives, but you are also making it more difficult for your fellow employees to complete their own work.

Unsatisfactory attendance, frequent lateness, and long lunch breaks may be cause for disciplinary action (warnings, probation, and/or dismissal). Attendance records can be significant factor in employee evaluations.

In order to minimize disruption to company operations and as a courtesy to your co-workers, all absences and lateness should be reported as early as possible. If you are unable to work due to an illness or injury or an emergency arises that prevents you from coming to work as scheduled, you must tell your supervisor and the Human Resources Department as early as possible. After the first day of absence, call your supervisor and the Human Resources Department daily until you are able to report for work again.

10

You should keep your supervisor and the Human Resources Department informed of your situation. You may be required to present a statement from a physician upon your return. This statement should include the nature and extent of your disability and identify the date that you can return to work, explain any restrictions on your work, and explain the effects of any medication prescribed for you if the medication will affect your ability to safely perform your job.

UNAVOIDABLE LATENESS If you must be late for work, or need extra time for lunch, please clear this with your supervisor. We realize, of course, that lateness sometimes cannot be avoided. Please report directly to your supervisor to explain should you arrive late.

If your supervisor is not available, report to the Human Resources Department.

SUBSTANCE ABUSE POLICY The substance abuse policy of the Company strictly prohibits employees from: •

possessing, distributing or using alcohol during working hours;

•

reporting to work or working under the influence of alcohol or drugs; or

•

possesing or distributing or using illegal drugs (including prescription drugs not taken in accordance with a valid prescription) at any time.

Employees are required to notify their supervisor prior to reporting to work or working under the influence of a validly used prescription drug which adversely affects their ability to work safely.

The use of alcohol or drugs in violation of this policy poses a health and safety hazard to the employee involved, tenants, co-workers, and the reputation of the Company. Scientific evidence indicates that drug use may adversely affect an individual's concentration, coordination, reactions, attitude, and/or judgment. Also, the employment of persons engaged in illegal drug activity can negatively impact the business and reputation of the Company. Accordingly, employees are expected to report any violation or suspected violation of the substance abuse policy to their supervisor or the Human Resources Department.

For the protection of the Company, its employees, and its tenants, the Company has adopted a substance abuse screening program. In order to maintain a safe workplace, the Company will require employees to be tested for drugs and alcohol by a state certified laboratory, post-accident (subject to the following paragraph), or upon reasonable suspicion.

When an employee is injured on the job, or involved in a vehicle accident, the Company’s Safety Officer must be immediately notified. If the Safety Officer is not available, the Human Resources Department must be immediately notified of the injury or accident. If the employee is clearly not at fault or it’s clearly a common/minor mistake with limited consequences, then the employee will not likely be sent for screening. In all other cases when the employee appears to have been at fault, negligent, or careless, the employee will be required to be drug/alcohol screened.

The Safety Officer, if available within an hour of the incident, will drive the employee for screening and care (if needed).

If the Safety Officer is not available, the employee’s immediate supervisor or another employee appointed by the Company in the supervisor’s absence, will drive the employee to the screening site.

The results of the drug and alcohol screening will be reviewed by a committee consisting of HR, Legal, and the Safety Officer to determine if the Company’s substance abuse policy has been violated. The employee will not be allowed to return to work until the results of the screening have been reviewed. Pending the results of the screening, the committee will then determine whether the employee will be paid for said time off or whether any disciplinary action will be taken.

11

Employees who refuse to take a test as directed, or who otherwise violate the substance abuse policy, will be subject to discharge.

In appropriate situations, employees who voluntarily (prior to being caught) admit they have a substance abuse problem may be eligible to enroll in a rehabilitation program and return to work upon successfully completing the program and complying with any requirements the Company may deem appropriate.

EMPLOYEE ASSISTANCE PROGRAM The Company currently has an Employee Assistance Program (“EAP”) through Mutual of Omaha, which provides you confidential access to EAP professionals 24-hours a day, seven days a week to help you with a solution-based approach to a variety of issues such as emotional well-being, family and relationships, and life transitions. All full and part time employees from date of hire (and any dependents in their household) are eligible to participate in the EAP. You will be given detailed information about the EAP at your orientation.

DISCIPLINARY ACTION The Company's progressive disciplinary policy is intended as a guide for dealing with the improvement of a performance or disciplinary concern. Depending upon the seriousness of the offense, steps in the progressive disciplinary policy may be repeated, bypassed, or the time span between steps may be adjusted.

1.

Verbal Warning

2.

Written Warning

3.

Probation

4.

Termination

The severity of corrective action depends on the offense, and increasingly severe measures will be taken for more serious or repeated offenses. Certain offenses may, at the discretion of the Company, warrant immediate termination of employment.

STANDARDS OF PERFORMANCE AND BEHAVIOR The following acts of misconduct illustrate the type of behavior that will not be tolerated by the Company. This list is not all inclusive. Any employee who engages in any of the misconduct described below may be subject to disciplinary action, up to and including termination. The level of disciplinary action taken will be determined by the severity of the violation at management's discretion, whether or not the specific offense is listed in the work rules that follow: •

Theft or embezzlement

•

Violation of Substance Abuse Policy

•

Reckless disregard of Company property

•

Violation of the No Harassment Policy

•

Excessive lateness or absenteeism

•

Fighting on the job or violence on the job

•

Insubordination

•

Malicious damage to Company or co-worker property

•

Disclosure or misuse of confidential information

12

•

Misuse of the Company’s electronic communication or information systems

•

Falsification or improper alteration of records, including timecards and records pertaining to the use of leave

•

A violation of the Company’s conflict of interest policy

WORKPLACE VIOLENCE/WEAPONS The Company is committed to providing a safe environment for our employees. In order to provide a safe workplace, we maintain zero tolerance for violence or threats of violence.

Workplace violence includes, but is not limited to: •

The exercise of physical force against a person in the workplace that causes or could cause physical injury.

•

An attempt to exercise physical force against a person in the workplace that could cause physical injury.

•

A statement, action or other behavior that it is reasonable for a person to interpret as a threat to exercise physical force in the workplace that could cause physical injury.

For the purposes of this policy the workplace includes, but is not limited to, the Company’s offices and premises, including its parking lots, any other place where work is performed on behalf of the Company, or where any Company-sponsored event is held.

If you feel that you have been the subject of threats or violence in connection with your employment, you should promptly report your concern to your supervisor or the Human Resources Department.

Without prior authorization from the Company’s Legal Department, the Company also prohibits all persons from possession or use of firearms, knives, explosives or any other weapon, regardless of whether the person is licensed to carry the weapon, while: •

Acting in the course of employment with the Company;

•

On Company-owned, leased or controlled property;

•

Operating Company-owned, leased or controlled vehicles; or

•

At Company-sponsored functions.

The Company reserves the right to conduct searches of any person, vehicle or object that is on or enters onto Company property. You should report any incident that may involve a violation of this policy to your supervisor or the Human Resources Department.

NO SOLICITATION RULE No employee will be allowed to solicit a co-worker for any reason while the employee or the co-worker is working.

(This rule applies only to actual working time, not to break time, meal time, or before or after work.) All types of solicitation during work time are prohibited by this rule, including solicitations on behalf of or in opposition to any political candidate, political party, political movement, advocacy group, charity, or labor organization. Employees who violate this rule are subject to discipline up to and including discharge.

NO DISTRIBUTION RULE Employees are not permitted to engage in the distribution of or display of advertising material, political materials, literature, or other material during their working time or when they might interfere with the work of others. Employees who violate this rule are subject to discipline up to and including discharge.

13

DRESS CODE POLICY Employee appearance contributes to the Company’s culture and reputation. Employees are expected to present themselves in a professional manner that results in a favorable impression.

It is the policy of David S. Brown Ent., Ltd. that all employees are expected to come to work neat, clean, and dressed appropriately. Appropriate dress is based upon your department and requirements of your position.

Some employees including maintenance staff and porters are required to wear a uniform.

Employees who primarily work in the field, including construction staff and landscaping, should dress appropriately, which attire may include jeans, work boots, and field appropriate attire.

The staff working primarily in the corporate office are expected to dress, at a minimum, in business casual attire. The exception to this policy is on Fridays, when appropriate and modest casual clothing is allowed, including jeans, tennis shoes, and sports jerseys. Jeans with holes are never permitted. Inappropriate attire shall include: blue jeans (other than on Fridays); T-shirts; clothing with pictures, graphics or slogans of a lewd, offensive, or potentially offensive nature; sweatshirts; sweatpants; yoga pants; athletic leggings; shorts or short skirts; one piece unitards; halter tops; midriff tops; tank tops; muscle shirts; spaghetti straps; any skintight clothing; see-through or revealing clothing; sports jerseys; holey or frayed clothing; flip-flops; and athletic attire. Solid-colored or subtle-patterned leggings are permitted when worn in a modest business casual manner; for example, not skintight or see-through and otherwise in accordance with the foregoing, and when accompanied by a skirt; mid-thigh length or longer jacket, blouse or sweater.

At the discretion of the department managers, violation of the policy will require that an employee be sent home, without pay, to change into appropriate attire.

Human Resources may make exceptions for special circumstances, occasions, or in the case of inclement weather.

Any questions regarding this policy should be directed to your department manager or Human Resources.

PERSONAL CALLS The Company’s phones are for business. We ask that you limit your personal calls to emergencies or very important matters and that you keep these calls short. The Company may charge an employee for the cost of long distance personal calls. Abuse of telephone calls may result in disciplinary action.

USE OF COMPANY OR PERSONAL VEHICLES/CREDIT CARDS Unless otherwise agreed to in writing by the Company’s Human Resources Department, Company vehicles may only be used by designated employees in performing their job duties and may not be used as personal vehicles. Employees must sign a Company Use Vehicle Agreement prior to driving a Company vehicle.

If an employee is instructed by the employee’s supervisor to use their personal vehicle for Company purposes, the employee will be reimbursed for the mileage based upon the standard IRS reimbursement rate plus any verified out-of-pocket expenses such as tolls and parking. The employee must submit a mileage report and all receipts for out-of-pocket expenses for approval by the Chief Financial Officer or Controller.

Use of personal credit cards for business expenses (except in cases of emergency) is prohibited unless approved in advance by the Chief Financial Officer or Accounting Manager.

14

NO SMOKING We pride ourselves in maintaining a smoke free environment. Employees may not smoke in any of the Company's buildings. This prohibition applies to all tobacco products as well as all e-cigarette, vaping and other electronic smoking products.

Smoking, e-cigarette, vaping and other electronic smoking products are also prohibited in Company vehicles and personal vehicles used for Company purposes when another employee is also in the vehicle.

CONFLICTS OF INTEREST The Company’s Conflict of Interest Policy refers to any case where an employee’s personal interest might contradict the interest of the Company. Conflicts of interest may occur whenever an employee’s interest in a particular subject may lead them to actions, activities or relationships that affect the employee’s job performance or attendance and/or undermine the Company. Also, employees using Company equipment/property and/or means to support an external business/income is strictly prohibited.

During working hours, employees are expected to devote their full time and attention to the business and the affairs of the Company. Employees are not to conduct personal business on Company time or with Company equipment and resources.

Additionally, to avoid a conflict of interest, the appearance of a conflict of interest, employees are not to accept gifts with a value of more than $150.00 from vendors, suppliers, customers, potential employees, potential vendors or suppliers, or any other individual or organization, under any circumstances, except in the case of holiday baskets or similar items. Employees are not to solicit gifts from any vendors, suppliers, customers, potential employees, potential vendors or suppliers, or any other individual or organization.

15

EMPLOYEE BENEFITS GENERAL The Company offers a number of benefits to its eligible employees. Most benefits will be described for you in a benefits orientation meeting when you commence employment. This Handbook briefly describes some of those benefits.

While the Company intends to maintain these employee benefits, it reserves the absolute right to modify, amend or terminate these benefits at any time and for any reason.

If you have any questions regarding your benefits, please contact the Human Resources Department.

HEALTH/DENTAL INSURANCE/VISION INSURANCE/WELLNESS PROGRAM The Company provides an insurance program to assist employees working at least 30 hours per week and their families with medical and other problems. Such employees are entitled to coverage on the first day of the month after completing a 60-day waiting period. Eligible employees have their choice of three group health plans. The Company pays a portion of the cost of health coverage for the employee (with the exception of dental and vision coverage, which is paid 100% by the employee), and employees are entitled to purchase insurance coverage for their dependents at the group rates available through the Company via payroll deduction on a pre-tax basis.

The provisions of these insurance plans, including eligibility and benefits provisions, are summarized in the summary plan descriptions (“SPDs”) (which may be revised from time to time) for the plans. Additionally, the official plan documents are available for your review upon your request from the Human Resources Department. In the determination of benefits or other matters under each plan, the terms of the official plan documents shall govern over the language of any descriptions of the plans, including the SPDs. COBRA is a federal law, which allows continuation of health care coverage when coverage is lost due to a “qualifying event”. The Human Resources Department will advise employees when they are eligible for COBRA. If you have any questions regarding COBRA, you should contact the Human Resources Department.

The Company encourages a healthy lifestyle and encourages employees to take advantage of the health and wellness opportunities offered by the Company. You will be given information about such opportunities at your orientation.

SHORT TERM DISABILITY INSURANCE Short term disability insurance benefits are provided to employees working at least 30 hours per week, after completing ninety (90) days of continuous employment at no cost to the employee. The Company provides these benefits to qualifying employees through insurance policies with various carriers. The terms and conditions of coverage, although broadly described in this Handbook, are fully controlled by the actual plan documents. You should rely on official policy documents for the final word on your coverage.

LIFE INSURANCE The Company provides life insurance benefits to employees working at least 30 hours per week after completing ninety (90) days of continuous employment at no cost to the employee.

16

401(k) PLAN The Company recognizes the need for employees to plan and prepare for the future. Through the 401(k) plan, employees can conveniently save for a more comfortable and secure retirement and, at the same time, benefit from favorable tax treatment. Employees must be 21 years old and have six full months of employment with the Company.

Eligible employees may enroll during the open enrollment periods, either January or July, after completing six full months of service. Participating employees are also be eligible to receive a matching contribution of fifty cents on the dollar up to 8% of your salary from the Company in accordance with the official plan documents. There are many eligibility requirements, investment options, restrictions and program conditions which are available in the Summary Plan Description available for your review.

SICK AND SAFE LEAVE Sick and safe leave is available for employees working at least 12 hours per week, in accordance with the schedule below. Sick and safe leave will be front loaded on the first payroll following January 1st of a year.

All full time, 40-hour employees will be granted 48 hours of sick and safe leave effective the first payroll in January on an annual basis.

All full time employees hired after January 1st, will have sick and safe leave prorated at a projected 1 hour for every 30 hours worked up to a maximum of 48 hours.

All employees working between 22.8 and 39.9 hours per week will be front loaded 40 hours of sick and safe leave effective the first payroll in January on an annual basis.

All employees hired after January 1st, who work between 22.8 and 39.9 hours per week, will have sick and safe leave prorated at a projected 1 hour for every 30 hours worked up to a maximum of 40 hours.

Employees who regularly work between 12 and 22.8 hours per week will earn 1 hour of sick and safe leave for every 30 hours worked up to a maximum of 40 hours in any calendar year.

In all cases carry over will be allowed not to exceed 6 weeks (240 hours). Eligible employees may use Sick and Safe Leave for the following purposes: •

To care for or treat the employee's mental or physical illness, injury, or condition.

•

To obtain preventive medical care for the employee or the employee's family member.

•

To care for a family member with a mental or physical illness, injury, or condition.

•

For maternity or paternity leave.

•

If the absence from work is due to domestic violence, sexual assault, or stalking committed against the employee or the employee's family member and the leave is used by the employee or family member to obtain medical attention, services from a victim services organization, or legal services related to the domestic violence, sexual assault, or stalking, or during a time when the employee has temporarily relocated due to domestic violence, sexual assault, or stalking.

Family members include the employee’s spouse; the employee’s biological, adopted, foster, or step child, or a child for whom the employee has legal or physical custody or guardianship, or for whom the employee stands in loco parentis; the employee’s biological, adopted, foster, or step grandparent, grandchild, or sibling; the biological, adoptive, foster, or stepparent of the employee or the employee's spouse; the legal guardian of the employee, or an individual who acted as a parent or stood in loco parentis to the employee or the employee’s spouse when the employee or the employee’s spouse was a minor.

17

Since the purpose of this benefit is to protect an employee against loss due to an illness or injury of the employee or a family member, no employee will be paid for unused sick leave either during the term or upon the termination of his/her employment.

Sick and Safe leave benefits are not payable if the employee is entitled to receive payments attributable to the disability from an insurer or under another program. Employees may elect to use their accrued sick and safe leave prior to receiving STD benefits, but may not “double dip” or receive any type of disability insurance benefits for the same period.

Employees should provide seven days’ advance notice when the use of earned sick and safe leave is foreseeable.

Where the use of leave is not foreseeable, an employee must notify his/her supervisor at least one hour in advance before the start of his/her scheduled workday, unless extraordinary circumstances prevent timely notification.

Employees who are absent for 3 days will be required, upon return to work, to submit written certification from a physician or other acceptable proof of illness or injury.

FAMILY OR MEDICAL LEAVE A family or medical leave of absence (“FMLA leave”) is an approved leave of absence which is available to eligible employees: A.

For up to twelve weeks of leave per year following one or more of the following events:

•

the birth of a child of the employee or the placement for adoption or foster care of a child with the employee;

•

in order to care for a spouse, child or parent who has a serious health condition; or

•

where a serious health condition makes the employee unable to perform the functions of his/her position.

•

Where the spouse, child, or parent of a service member in covered active duty requires leave to deal with issues arising out of a “qualifying exigency.” In the case of a member of a regular component of the Armed Forces, covered active duty means deployment to a foreign country. In the case of a member of a reserve component it means deployment to a foreign country under a call or order to active duty.

B.

For up to 26 weeks of leave in a single 12-month period for the spouse, son, daughter, parent or next-of-kin of a “covered service member” to provide care to the service member. A “covered service member” includes: (a) a current member of the armed forces (including the national guard or reserves) who is undergoing medical treatment, recuperation, or therapy, for a serious injury or illness that was incurred in or aggravated by service in the line of active duty, or (b) a veteran of the armed forces (including the national guard or reserves), who was a member of the armed forces at any time during the five years preceding the date on which the veteran undergoes medical treatment, recuperation, or therapy for a serious injury or illness that was incurred in or aggravated by service in the line of active duty. (Note: the period between October 28, 2009 and March 8, 2013 does not count for purposes of determining the five-year period for covered veteran status).

To be eligible for leave under this policy an employee: (i) must have been employed for at least twelve months; (ii) must have worked at least 1250 hours during the twelve-month period preceding the commencement of the leave, and; (iii) must work within a 75 mile radius of where Company employs 50 or more people.

Spouses employed by the same employer are jointly entitled to a combined total of twelve workweeks of family leave for the birth of a newborn child, placement of a child for adoption or foster care, or to care for a parent who has a serious health condition. Jointly employed spouses are entitled to a combined total of 26 weeks of caregiver leave, or 26 weeks of caregiver leave combined with leave for another qualified purpose during a single 12-month period.

18

Except as otherwise provided in this paragraph, the determination of the 12-months for purposes of calculating available leave will be made based on a rolling 12-month period measured backward from the date an employee uses any FMLA leave. Leave taken for the birth or placement of a child must be concluded within the one-year period beginning on the date of the birth or placement. Leave taken to provide care to a service member must be taken within a single 12-month period, which begins on the first day an employee takes FMLA leave to care for the covered service member and ends 12-months after that date.

An employee must give their supervisor at least 30 days prior notice in requesting FMLA leave where the need for leave is foreseeable based on an expected birth, placement for adoption or foster care, or planned medical treatment for a serious health condition of the employee or of a family member, or to provide care for a service member. In all other cases, the employee must provide notice as soon as practicable. In most cases, “as soon as practicable” means the day or next business day that an employee becomes aware of the need to take FMLA leave. An employee requesting FMLA leave will be asked to provide a written statement setting forth the reasons for the requested leave, the anticipated duration of the leave, and the date of which the leave is expected to begin.

All employees are required to provide medical certification to support a claim for leave for an employee's own serious health condition or to care for a child, spouse or parent with a serious health condition, or to provide care to a service member. The medical certification should be provided on the Certification of Health Care Provider Form, which is available from the Human Resources Department. The certification shall include : (i) the date on which the serious health condition commenced; (ii) the probable duration of the condition; and (iii) the appropriate medical facts within the knowledge of the health care provider regarding the condition. For the employee's own medical leave, the certification must include a statement that the employee is unable to perform the functions of his or her position. For leave to care for a seriously ill child, spouse or parent, the certification must include an estimate of the amount of time the employee is needed to provide care. The Company may require a second medical opinion at its own expense.

Employees are required to provide a certification for leave to be taken to care for a covered service member. An invitational travel order (ITO) or invitational travel authorization (ITA) issued by the military will be accepted in lieu of a certification for the period of time specified in the ITO or ITA. Employees who request leave because of a qualifying exigency are required to provide a copy of the active duty orders or other documentation issued by the military to the service member in covered active duty which indicates that the service member is deployed on active duty in a foreign country or has been called to active duty in a foreign country and the dates of such active duty service. Such documentation will be required once for each separate call to active duty. Employees are also required to provide a certification of any qualifying exigency to support a claim for exigency leave.

Medical, caregiver, and exigency certifications should be provided on the form which you will be given by the Human Resources Department when requesting leave. All certification forms must be returned within 15 days after they are provided by the Human Resources Department. Failure to return the certification in a timely manner may result in denial of FMLA leave.

All certifications must be returned with complete and sufficient information. Employees who fail to return a complete and sufficient certification when one is required may have their leave delayed or denied. If FMLA leave is denied, any leave that is taken may be treated as unauthorized.

All employees will be required to periodically report to the Company about their leave status and intention to return to work, and may be required to periodically submit recertification of medical conditions.

19

An employee on FMLA leave is responsible for paying his/her portion of the premium for group health insurance during the period of unpaid absence. The monthly premium payments must be received prior to the first day of the month. In the event that an employee elects not to return to work upon completion of an approved unpaid leave of absence, the Company must be reimbursed the cost of any payments made to maintain the employees coverage, unless the failure to return to work was for reasons beyond the employee's control.

FMLA leave is both paid and unpaid. Employees will be required by Company to use any accrued paid leave for all or part of their FMLA leave, and the balance of FMLA leave will be unpaid.

All eligible employees will be restored to the same position they held when the leave commenced or to an equivalent position upon returning to work at the expiration of the family or medical leave period.

MILITARY LEAVE If you are called to active military duty or reserve duty, or if you enlist in the uniformed services, you are eligible for unpaid military leave of absence in accordance with state and federal law. Time off for military service is not counted as vacation time, however, if you prefer, you may use your accrued vacation time for this purpose. As soon as you receive your military orders, you should notify your supervisor. A copy of your orders and military pay voucher must also be provided to your supervisor.

During your absence, your length of service accumulates, and your benefits will continue as required by applicable law.

Provided your absence does not exceed applicable statutory limitations, you will retain reemployment rights and accrue seniority and benefits in accordance with applicable federal and state laws.

BEREAVEMENT LEAVE Employees working at least 30 hours per week may take up to one week off in the event of the death of their spouse, child, parent, grandparent, brother, sister, mother-in-law or father-in-law. The Company will pay for the first three days of bereavement leave and the other days may be taken off without pay. Regular part-time employees who work at least 20 hours per week are eligible for bereavement leave on a pro-rata basis. In addition to the bereavement leave provided under this policy, all employees, including employees who work fewer than 20 hours a week, may use any earned and accrued paid leave for bereavement in the case of an immediate family member. Please contact your supervisor as soon as possible if you are taking this leave. The Company reserves the right to seek appropriate documentation to support bereavement leave.

HOLIDAYS The Company celebrates the following holidays as paid holidays for its full time regular employees: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day. The Company will announce the day on which the holiday will be celebrated in advance of the holiday.

Occasionally, an employee will be required to work on one or more of those days, for which another day off will be allowed.

To be eligible for a paid holiday, you must have worked the last scheduled workday before the holiday and the first scheduled workday following the holiday unless excused by your supervisor. If an employee is required to work on a holiday, the employee will be paid for the time worked and receive holiday pay.

Regular part-time employees who work at least 20 hours per week are able to receive the same paid holidays as full-time employees, provided the holiday falls on of the employee's regularly scheduled work days.

20

VACATIONS/BIRTHDAYS Vacation is provided to employees to provide them with a period of rest and relaxation away from the job so that they can return to work refreshed. Vacations are important and the Company recognizes this by encouraging employees to take vacations when they are due. Employees will become eligible for vacation time as follows (with a pro-rata accrual rate for employees working less than 40 hours per week): 1.

The first year of employment, employees become eligible for annual leave at the rate of .83 days per month.

The employees will then have become eligible for a total of ten (10) days at the end of the first through fourth years of service.

2.

At the beginning of the fifth year of employment, employees become eligible for annual leave at the rate of 1.25 days per month. The employee will then have become eligible for a total of fifteen (15) days at the end of the fifth through ninth years of service.

3.

At the beginning of the tenth year of employment, employees become eligible for annual leave at the rate of 1.67 days per month. The employee will then have become eligible for a total of twenty (20) days at the end of the tenth through fourteenth years of service.

4.

At the beginning of the fifteenth year of employment, employees become eligible for annual leave at the rate of 2.09 days per month. The employee will then have become eligible for a total of twenty-five (25) days at the end of the fifteenth and each succeeding year of service.

Regular part-time employees who work at least 20 hours per week will accrue vacation on a pro-rata basis. If your vacation period includes a scheduled holiday, the day is treated as a holiday and not as a day of vacation. You may take this vacation day immediately before or after the vacation or at a later date at the discretion of your supervisor.

Employees may carry over no more than 15 days of accrued vacation leave from year to year. Any time accrued in excess of 15 days and not taken will be forfeited at the end of each calendar year. Employees will not be permitted to cash out vacation leave or to take an unpaid vacation day.

Your request for a vacation should be submitted in writing to your immediate supervisor at least 3 weeks prior to the requested time off. Approval will be given in accordance with the workload and your request for specific dates, and the request for vacations by other employees.

Vacations should be scheduled as far in advance as possible and shall be subject to the approval of the Company.

Vacations will generally be approved on the basis of the date the requests are made.

Employees are allowed a day off from work for their birthday, which will be prorated for those working less than 30 hours per week. This would be a gift from the Company to you for your special day. If you do not wish to take off your actual birthday, or if it falls on a day you are not scheduled to work, or on a day the office is closed, you may choose to take another day off. Whether you would like to take off on your actual birthday or an alternate day, your request for the day off must be submitted to your Manager at least three weeks prior to the requested day off.

Approval will be given in accordance with the workload, your request for a specific date, and the request for scheduled vacation time by other employees. The day off must be used within 12 months of your actual birthday; however, the Company prefers that you use the day as close to your birthday as possible.

JURY DUTY If you are required to serve on jury duty, you will receive your regular pay for up to three days of service per year. The Company may extend the 3-day period in extenuating circumstances. While you are not required to do so, you may choose to substitute accrued paid leave for unpaid jury duty leave.

21

When you are on jury duty you are expected to report for work on regularly scheduled work days when the jury is not is session, or if you are excused from jury duty in time to permit you to work at least half your scheduled work day. You are expected to notify your manager immediately in the event you receive notice to serve as a juror with a copy of that notification to be given to the manager.

SEMINAR REIMBURSEMENT The Company will reimburse an employee for short-term seminars or partial day classes which directly relate to the employee’s present job. The Company will also evaluate reimbursement requests for longer term courses (e.g., college, community college, etc. where the class is multi-sessions) based upon the potential value of the class or course in question to the Company, the type of work you perform, your experience, your ability, your performance, and the success of the Company.

Requests for reimbursement must be submitted to and approved by the Human Resources Department prior to your registration for the course. If an employee fails to successfully complete a course (i.e., a grade of “B” higher) the initial reimbursement will be deducted from his/her next paycheck. Employees must sign a Tuition Reimbursement Agreement.

EMPLOYEE REFERRAL BONUS All employees are eligible to refer a qualified candidate for an open position. If the candidate is hired, the referring employee will be paid a bonus of $500.00 upon completion of the candidate’s 6 months of employment.

The referring employee is responsible for submitting a referral form which can be found on the employee portal or by contacting their manager or the HR department.

22

RECEIPT I have received the Employee Handbook for David S. Brown Enterprises, Ltd. I understand that the purpose of the Handbook is to acquaint employees with the Company's policies and procedures and to act as a reference for employees; that it reflects policies and procedures in effect on this date, which may be changed by the Company.

I also understand and agree that my employment with the Company is terminable at will so that either the Company or I can choose to end our employment relationship at any time, and that nothing in this Handbook creates, or is to be construed as creating, a contract of employment between the Company and me or any other express or implied contractual rights or obligations.

I understand that it is my responsibility to read and understand the contents of the Handbook.

I agree to promptly read the Handbook. If I have any questions regarding any of the Handbook’s provisions, I will ask the Director of the Human Resources Department.

DATE

EMPLOYEE’S SIGNATURE

PRINT EMPLOYEE’S NAME