EMPLOYEE HANDBOOK. MindSource, Inc.

Transcription

1 EMPLOYEE HANDBOOK Welcome to MindSource, Inc. This handbook serves as an introduction to Mindsource for new employees and documents official company policies and benefits. MindSource, Inc.

2 INTRODUCTION Welcome! We are pleased you have decided to become a MindSource. employee. These guidelines are designed to provide you with a ready reference to many of the Company s practices and to outline the benefits of employment. The Human Resources team at MindSource is diligently working to provide the best possible environment for each individual and for the Company as a whole. It is our intention to maintain an air of informality in our approach to written guidelines. At the same time, we are constrained by legal and procedural formalities which need to be spelled out precisely and administered fairly and impartially for the benefit of all. This handbook was developed to describe some of the expectations of our employees and to outline the policies, programs, and benefits available to eligible employees. You should familiarize yourself with the contents of the employee handbook as soon as possible, for it will answer many questions about employment with MindSource. Because the quality of our employees is the key to our success, we carefully select our new employees. In turn, we expect employees to contribute to the success of the Company. This employee handbook sets forth the general guidelines of employment of all full and part-time employees and supervisors. Individual written employment contracts may supersede some of the provisions of this handbook. The policies and procedures illustrated in this handbook constitute guidelines only. They do not constitute part of an employment contract, nor are they intended to make any commitment to any employee concerning how individual personnel action can, should, or will be handled by MindSource. This handbook contains the policies and practices in effect at the time of publication. All previously issued handbooks and any inconsistent policy or benefit statements or memoranda are superseded. MindSource reserves the right to revise, modify, delete, or add to any or all policies, procedure, work rules, or benefits stated in this handbook or to other document except for the policy of at-will employment. However, any such changes must be in writing and must be signed by the President of the Company. Any written changes to this handbook will be distributed to all employees so that employees will be aware of new policies or procedures. No oral statements or representations can in any way change or alter the provisions of this handbook. This handbook sets forth the policies of the Company as to employment and the circumstances under which employment may be terminated. Nothing in this employee handbook or in any other personnel document, including benefit plan descriptions, creates or is intended to create a promise or representation of continued employment for any employee.

3 Employment at the Company is employment at-will. Employment-at-will may be terminated with or without cause and with or without notice at any time by the employee or by MindSource. Employees also may be demoted or disciplined and the terms of their employment altered at any time, with or without cause, at the discretion of the Company. Nothing in this handbook or any document or statement shall limit the right to terminate employment at-will. No manager, supervisor, or employee of the Company has any authority to enter into an agreement for employment other than at-will. Only the President of the Company has the authority to make any such agreement and then only in writing. MindSource. is an equal opportunity employer and makes employment decisions on the basis of merit, qualifications and abilities. We want to have the best available persons in every job. Company policy prohibits unlawful discrimination based on race, color, creed, sex, religion, marital status, age, national origin or ancestry, physical or mental disability, medical condition, sexual orientation, or any other consideration made unlawful by federal, state or local laws. The Company also makes reasonable accommodations for disabled employees. The Company is committed to complying with all applicable laws providing equal employment opportunities. This commitment applies to all persons involved in the operations of the Company and prohibits unlawful discrimination by any employee of the Company, including supervisors and co-worker. This policy applies to all areas of employment including recruitment, hiring, training, promotion, compensation, benefits, and transfer. If you believe you have been subjected to any form of unlawful discrimination, provide a written complaint to your supervisor to the Director of Human Resources. Your complaint should be specific and include the names of the individuals involved and the names of any witnesses. The Company will immediately undertake an effective, thorough and objective investigation and attempt to resolve the situation. If the Company determines that unlawful discrimination or retaliation has occurred, effective remedial action will be taken commensurate with the severity of the offense up to and including termination. The Company will not retaliate against you for filing a complaint and will not knowingly permit retaliation by management employees or your co-workers. EMPLOYMENT POLICIES AND PRACTICES All offers of employment are contingent on verification of your right to work in the United States, as required by the Immigration Reform and Control Act of Upon receiving a conditional offer of employment, you will be asked to provide original documents verifying your right to work and to sign a - verification form required by federal law. If you cannot verify your right to work in the United States, MindSource. will be obligated to revoke the offer of employment. Regular Employees

4 Regular employees are those who are hired to work on a regular schedule. Such employees may be either full-time or part-time employees. The distinction between full-time and part-time employees depends upon the number of hours that an employee is regularly scheduled to work. Full-Time Employees Full-time employees are those who are regularly scheduled to work 30 or more hours per week and are not temporary employees as defined below. Generally, they are eligible for MindSource s benefit package, subject to the terms, condition, and limitations of each benefit program. The provisions of these programs may change from time to time Part-Time Employees Part-time employees are those who are regularly scheduled to work less than 30 hours per week, but at least 20 or more hours per week. While they are eligible for all legally mandated benefits (such as Social Security and workers compensation insurance), they are ineligible for all of MindSource s other benefit programs. Non-Exempt and Exempt Employees Each employee is designated as either non-exempt or exempt from federal and state wage and hour laws. Non-exempt employees are entitled to overtime pay under the specific provisions of federal and state laws. Exempt employees are excluded from specific provisions of federal and state wage and hour laws. Upon any changes in your employment status the company will notify you. Temporary Employees These are employees who are employed for short-term assignments. Short term assignments generally will be for period of three months or less: however, such assignments may be extended. Temporary employees are not eligible for employee benefits except where mandated by applicable law. Temporary employees do not become regular employees as the result of the passage of time. Upon your employment or upon any changes, your supervisor will explain your job responsibilities and the performance standards expected of you. Be aware that your job responsibilities may change at any time during your employment. From time to time you may be asked to work on special projects or to assist with other work necessary or important to the operation of your department or the Company. Your cooperation and assistance in performing such additional work is expected. The Company reserves the right, at any time, with or without notice, to alter or change job responsibilities, reassign or transfer job positions, or assign additional job responsibilities.

5 Work Schedules The Company s office hours for business are normally between 8:00 AM and 6:00 PM, Monday through Friday. Your supervisor will assign you your individual work schedule. MindSource does not have a work from home policy, however, if you need to work from home you need to have a 24 hour pre-approval from your supervisor. Meal and Rest Periods Non-exempt employees are provided with a one-hour meal period, without pay, to be taken approximately in the middle of the workday. Employees are allowed paid ten-minute rest period for each four hours of work or major portion thereof. Timekeeping Requirements All non-exempt employees are required to record time worked for payroll purposes. Non-exempt employees must record their own time at the start and end of each day, including before and after lunch break. Employees also must record their time whenever they leave the building for any reason other than the Employer s business. Exempt employees also may be required to record their time. Payment of Wages All employees of the Company are paid bi-weekly on every other Friday. If a regular payday falls on a day off, such as a holiday, employees will be paid on the preceding workday. Administrative Pay Corrections MindSource takes all reasonable steps to ensure that employees receive the correct amount of pay in each paycheck and that employees are paid promptly on the scheduled payday. In the unlikely event that there is an error in the amount of pay, the employee should promptly bring the discrepancy to the attention of the Human Resources department in writing so that corrections can be made as quickly as possible. Overtime As necessary, employees may be required to work overtime. For purposes of determining which hours constitute overtime; only-actual hours worked in a given workday or workweek will be counted. The Company will attempt to distribute overtime evenly and to accommodate individual schedules. Management must previously authorize all non-exempt overtime work. The Company provides compensation for all overtime hours worked by non- exempt employees in accordance with state and federal laws.

6 All non-exempt employees who work more than eight (8) hours in one workday or more that forty (40) hours in one workweek will receive overtime pay computed as follows: 1. Overtime at the rate of 1 ½ times the employee s regular rate of pay will be provided for all hours worked in excess or forty (40) in any one workweek, for the first four (4) hours in excess of eight (8) hours in any one work day and for the first eight (8) hours of work on the seventh consecutive day of work in a workweek 2. Overtime at the rate of double the employee s regular rate of pay will be provided for all hours worked in excess of twelve (12) in one workday, and for all hours worked in excess of eight (8) on the seventh consecutive day of work in a workweek. 3. A workday begins at 12:01 a.m. and ends 24 hours later. A workweek begins each Monday at 12:01 a.m. Exempt employees may have to work hours beyond their normal schedules, as work demands require. No overtime compensation will be paid to exempt employees. Exempt employees will receive their salary for any week in which an employee performs any work. An exempt employee will receive their full salary for any week in which an employee does any work subject to the following rules. For purposes of this pay policy, a week is Monday 12:01 a.m. through Sunday midnight. 1. An exempt employee s salary may be reduced for complete days of absence due to unpaid leaves, personal business, before PTO benefits accrue or after they are exhausted, and for partial initial and final weeks of work. 2. An exempt employee s salary shall not be reduced because of partial weeks of work due to service as a juror, as a witness or in the military, nor shall it be reduced for lack of work. This salary pay policy is intended to comply with the salary pay requirements of the Fair Labor Standards Act and shall be construed in accordance with the Act. Employees are encouraged to bring any question concerning their salary pay to the Human Resources department so that inadvertent errors can be corrected. You have a right to inspect certain documents in your personnel file, as provided by law, in the presence of a Company Representative at a mutually convenient time. You may make copies of documents you have previously signed. You may add your version of any disputed item to the file. Only personnel designated by management are authorized to release information about current or former employees. Disclosure of personnel information to outside sources will be limited. However, the company will cooperate with requests from authorized law enforcement or local, state, or federal agencies conducting official investigation, and as otherwise legally required. The Company will attempt to restrict disclosure of your personnel file to only those authorized individuals within the Company. Disclosure of personnel

7 information to outside sources will be limited. However, the company will cooperate with requests from authorized law enforcement or local, state, or federal agencies conducting official investigation, and as otherwise legally required. Any request for information from personnel files must be directed to the Human Resources department Personnel Data Changes The company is required by law to keep current all employee s names and addresses. Employees are responsible for notifying a Human Resources representative in writing so that the information can be updated in their personnel file. It is the responsibility of each employee to promptly notify MindSource. of any changes in personnel data. Personal mailing addresses, telephone number, numbers and names of dependents, individuals to be contacted in the event of an Emergency, educational achievements and other status reports should be accurate and current at all times. If any personnel data has changed, notify the Human Resources department. Employee References All requests for references must be directed to the Human Resources department. No other manager, supervisor, or employee is authorized to release references of current or former employees. The Company s policy as to references for employees who have left the company is to disclose only the dates of employment and the title of the last position held. If you authorize disclosure in writing, the Company will provide a prospective employer with the information on the amount of salary or wage you last earned. Employees will receive periodic performance evaluations. Your supervisor, who will discuss it with you, will conduct the review. However earlier performance reviews may occur at the company s discretion. After that, review performances will be conducted annually, or more frequently at the Company s discretion. The frequencies of performance evaluations may vary depending upon length of service, job position, past performance, changes in job duties or recurring performance problems. Your performance evaluations may review factors such as the quality and quantity of the work you perform, you knowledge of the job, your initiative, your work attitude, and your attitude toward others. The performance evaluations should help you become aware of your progress, areas of improvement, and objectives or goals for future work performance. Positive performance evaluations do not guarantee increases in salary or promotions. Salary increases and promotions are solely within the discretion of the Company and depend upon many factors in addition to performance. After the review, you will be required to sign the evaluation report simply to acknowledge that it has been presented to you and discussed with you by your supervisor, and that you are aware of its contents.

8 The Company may not hire relatives where actual or potential problems may arise regarding supervision, security, safety or morale, or where potential conflicts of interest exist. Relatives are defined to include spouses, children, siblings, parents, in-laws and step-relatives. If two employees marry or become related, causing actual or potential problems such as those described above, only one of the employees will be retained with the Company unless reasonable accommodations can be made to eliminate the actual or potential problems. The employees will have 30 days to decide which relative will stay with the Company. If the decision is not made in the time allowed, the President will make the decision, taking into account the employment history and job performance of both employees. Each employee is responsible for safeguarding confidential information obtained during employment. In the course of your work you may have access to confidential information regarding the Company, its suppliers, its customers, or perhaps even fellow employees. It is your responsibility to in no way reveal or divulges any such information unless it is necessary and authorized for you to do so in the performance of your duties. Access to and disclosure of confidential information should be on a need-to-know basis and must be authorized by your supervisor. Any breach of this policy will not be tolerated and the Company may take legal action. The protection of confidential business information and trade secrets is vital to the interests and the success of MindSource. Such confidential information includes, but is not limited to, the following examples: Compensation data Customer lists Customer preferences Financial information Marketing strategies Pending projects and proposals Product plans Research and development strategies Employee salary and performance information All employees may be required to sign a separate Confidential Information and Invention Assignment Agreement with MindSource. as a condition of employment. Employees who improperly use or disclose trade secrets or confidential business information will be subject to disciplinary action, up to and including termination of employment and legal action, even if they do not actually benefit from the disclosed information. Employees are expected to devote their best efforts and attention to the fulltime performance of their jobs. They are expected to use good judgment, to adhere to high ethical standards, and to avoid situations that create an actual or potential conflict between the employee s personal interests and the interests of the Company.

9 A conflict of interest exists where the employee s loyalties or actions are divided between the Company s interests and those of another, such as a competitor, supplier, or customer. Both the fact and the appearance of a conflict of interest should be avoided. Employees unsure as to whether a certain transaction, activity, or relationship constitutes a conflict of interest should discuss it with their immediate manager/supervisor or to the Human Resources department for clarification. The Human Resources department must approve any exceptions to this guideline in writing. While it is not feasible to describe all possible conflicts of interest that could develop, some of the more common conflicts from which employees should refrain, include the following: 1. Accepting any payment, personal gifts or entertainment from competitors, customers, suppliers, or potential suppliers; 2. Working for a competitor, supplier, or customer; 3. Engaging in self-employment in competition with the Company; 4. Violation of Confidentiality Agreement; 5. Having a direct or indirect financial interest in or relationship with a competitor, customer, or supplier, except that an ownership of less than 1 percent of the publicly traded stock of a corporation will not be considered a conflict. 6. Using company assets or labor for personal use; 7. Acquiring any interest in property or assets of any kind for the purpose of selling or leasing it to the Company; or 8. Committing the Company to give its financial or other support to any outside activity or organization; or 9. Developing a personal relationship with a subordinate employee of the Company that might interfere with the exercise of impartial judgment in decisions affecting the Company or any employees of the Company. 10. Accepting payment in any form from a client of the Company. If an employee or someone with whom an employee has a close relationship (a family member or close companion) has a financial or employment relationship with a competitor, customer, supplier, or potential supplier, we request the employee disclose this fact in writing to the Human Resources department. The Company requests that if you enter a personal relationship with a subordinate employee or with an employee of a competitor, supplier, or customer, that you disclose the existence of this relationship.

10 You are expected to devote full attention and efforts to your duties at MindSource. However, if you wish to take outside employment,contact the Human Resources department so that we may insure that no conflicts of interests exist. Failure to adhere to the guideline, including failure to disclose any conflicts or to seek an exception, will result in discipline, up to and including termination of employment. The Company wants to recruit quality applicants and in order to do so, the Company encourages employees to refer qualified candidates for internal positions within the Company. If the Company employs your referral, a recruiting bonus of $1, will be paid to employees under the following terms and schedule: After the referral has completed three months of employment, the referring employee will be paid $1,000 The referral has not been employed using a Staffing Agency RULES OF CONDUCT Congeniality, mutual respect and consideration create the proper climate for maximum productivity and job satisfaction. Good attendance on the job, prompt reporting of any need to be absent, observance of safety practices, satisfactory work performance... these habits benefit your fellow employees, contribute to the Company s total productivity and, at the same time, to your success as a MindSource employee. Behavior that is counter to the rights and best interest of others cannot be tolerated in a productive environment. Insubordination, violence or threats of violence of any kind, being under the influence of liquor or narcotics or possession of weapons, theft, destruction, or unauthorized use of Company or others property, violations of safety rules, falsification of time records or personnel records... these are examples of behavior not acceptable at MindSource. The following conduct is prohibited and will not be tolerated by MindSource. This list of prohibited conduct is illustrative only; other types of conduct injurious to security, personal safety, employee welfare, and the Company s operation also may be prohibited. 1. Falsification of employment records, employment information, or other Company records is prohibited. MindSource relies on the accuracy of information contained in the employment application as well as the accuracy of other data presented throughout the hiring process and employment. Any misrepresentations, falsifications, or other material omissions in any of this information or data may result in the Company s exclusion of the individual from further consideration for employment, or, if the person has been hired, immediate termination of employment.

11 2. Recording the work time of another employee or allowing any other employee to record your work time, or allowing falsification of any time card, either your own or another employees. 3. The deliberate or careless damage or destruction of any Company property or the property of any employee or customer. 4. Removing or borrowing Company property without prior authorization. 5. Unauthorized use of Company equipment, time, materials, supplies or facilities. 6. Provoking a fight or fighting during working hours or on Company time or on Company premises. 7. Participating in horseplay or practical jokes on Company time or on Company premises. 8. Carrying firearms or any other dangerous weapons on Company premises at any time. 9. Engaging in criminal conduct, whether or not related to job performance. 10. Causing, creating, or participating in a disruption of any kind during working hours on Company property. 11. Insubordination, including, but not limited to, failure or refusal to obey the orders or instructions of a supervisor or member of management, or the use of abusive or threatening language toward a supervisor or member of management. 12. Using abusive language at any time on Company premises. 13. Failures to timely notify a supervisor when unable to report to work. 14. Unreported absence of three (3) consecutive scheduled workdays. 15. Failure to obtain permission to leave work for any reason during normal working hours. 16. Failure to observe working schedules, including rest and lunch schedules. 17. Failure to provide a physician s certificate when requested or required to do so. 18. Sleeping or malingering on the job. 19. Making or accepting lengthy personal telephone calls during working hours, except in the case of emergency or extreme circumstances. 20. Refusing to work assigned overtime, absent extenuating circumstances.

12 21. Wearing extreme, unprofessional, or inappropriate style of dress or hair while working. 22. Violation of any safety, health, security or any Company policies, rules or procedures. 23. Committing a fraudulent act or breach of trust under any circumstances. 24. Unlawful harassment and discrimination as describe in this handbook (as defined in Harassment policy). 25. Violation of duties under the Confidentiality Agreement. 26. Smoking- In keeping with MindSource intent to provide a safe and healthful work environment, smoking is prohibited throughout the workplace. This policy applies equally to all employees, customers, and visitors. 27. Employees are to conduct only Company business while at work. Employees may not conduct personal business or business for another employer during their scheduled working hours. 28. Use of Phone and Mail Systems- Employees should practice discretion in using Company telephones when making local personal calls and may be required to reimburse the Company for any charges resulting from their personal use of the telephone. The use of MindSource paid postage for personal correspondence is not permitted. 29. To ensure effective telephone communication, employees should always use the approved greeting and speak in a courteous and professional manner. Please confirm information received from the caller and hang up only after the caller has done so. Nothing in this policy is intended to alter the at-will status of employment with the Company. Either you or the Company may terminate the employment relationship at any time, with or without cause, and with or without prior notice. The Company reserves the right to terminate any employment relationship, to demote or otherwise to discipline an employee without resort to any progressive disciplinary procedures. The Company is committed to providing a work environment free of unlawful harassment. Company policy prohibits a sexual harassment and harassment based on pregnancy, childbirth or related medical conditions, race, religious creed, color, national origin or ancestry, physical or mental disability, medical condition, marital status, age, sexual orientation, or any other basis protected by federal, state or local law or ordinance or regulation. All such harassment is unlawful. The Company s anti-harassment policy applies to all persons involved in the operation of the Company and prohibits unlawful harassment by any employee of the Company including supervisors and co-workers. Prohibited unlawful harassment includes, but is not limited to, the following behavior:

13 1. Verbal conduct such as epithets, derogatory jokes or comments, slurs or unwanted sexual advances, invitations or comments; 2. Visual conduct such as derogatory and/or sexually oriented posters, photography, digital media, cartoons, drawings, or gestures. 3. Physical conduct such as assault, unwanted touching, blocking normal movement, or interfering with work because of sex, race or any other protected basis; 4. Threats and demands to submit to sexual requests as a condition of continued employment, or to avoid some other loss, and offers of employment benefits in return for sexual favors; and 5. Retaliation for having reported or threatened to report harassment. If you believe that you have been unlawfully harassed, provide a written complaint to your own or any other Company supervisor, the President, or the person designated to handle such matters as soon as possible after the incident. Your complaint should include details of the incident or incidents, names of the individuals involved, and names of any witnesses. Supervisors will refer to all harassment complaints to the person designated to handle these matters, investigative officer, or the Director of Human Resources. The Company will immediately undertake an effective, thorough, and objective investigation of the harassment allegations. If the Company determines that unlawful harassment has occurred effective remedial action will be taken in accordance with the circumstances involved. Any employee determined by the Company to be responsible for unlawful harassment will be subject to appropriate disciplinary action, up to and including termination. A Company representative will advise all parties concerned of the results of the investigation. The Company will not retaliate against you for filing a complaint and will not tolerate or permit retaliation by management, employees, or coworkers. The Company encourages all employees to report any incidents of harassment forbidden by policy immediately so that complaints can be quickly and fairly resolved. You also should be aware that the Federal Equal Employment Opportunity Commission and the California Department of Fair Employment and Housing investigate and prosecute complaints of prohibited harassment in employment. If you think you have been harassed or that you have been retaliated against for resisting or complaining, you may file a complaint with the appropriate agency. The nearest office is listed in the telephone book. This statement of prohibited conduct does not alter the Company s policy of atwill employment. Both you and the Company remain free to terminate the employment relationship at any time, with or without reason or advance notice. The Company is concerned about the use of alcohol, illegal drugs, or controlled substances as they affect the workplace. Use of these substances, whether on or off the job, can adversely affect an employee s work performance, efficiency, safety, and health and therefore seriously impair the employee s value to the Company. In addition, the use or possession of these substances on the job

14 constitutes a potential danger to the welfare and safety of other employees and exposes the Company to the risks of property loss or damage or injury to other persons. Furthermore, the use of prescription drugs and/or over-the-counter drugs also may affect an employee s job performance and seriously impair the employee s value to the Company. The following rules and standards of conduct apply to all employees either on Company property or during the workday (including meals and rest periods). The Company strictly prohibits the following: 1. Being under the influence of alcohol while on the job. 2. Driving a Company vehicle while under the influence of alcohol. 3. Distribution, sale or purchase of an illegal or controlled substance while on the job. 4. Possession or use of an illegal, or controlled substance or being under the influence of an illegal or controlled substance while on the job. Violation of the above rules and standards of conduct will not be tolerated. The Company also may bring the matter to the attention of appropriate law enforcement authorities. Computers, Software, Databases, computer files, the system, and software furnished to employees are MindSource property and are intended for business use only. Employees should not use a password, access a file, or retrieve any stored communications without authorization. To insure compliance with this policy, computer and usage may be monitored. MindSource strives to maintain a workplace free of harassment and sensitive to the diversity of its employees. Therefore, the Company prohibits the use of computers and the system in ways that are disruptive, offensive to others, or harmful to morale. For example, the display or transmission of sexually explicit images, messages and cartoons is not allowed. Other such misuse includes, but is not limited to, ethnic slurs, racial comments, off-color jokes or anything that may be construed as harassment or showing disrespect for others. MindSource purchases and licenses the use of various computer software for business purposes and does not own the copyright to this software or its related documentation. Unless authorized by the software developer, the Company does not have the right to reproduce such software for use on more than one computer. Employees should notify their immediate supervisor, the Human Resources department, or any member of management upon learning of violations of this policy. Employees who violate this policy will be subject to disciplinary action, up to and including termination of employment.

15 The Company reserves the right to monitor communications on , telephone, voice mail, and the internet in order to ensure quality control, employee safety, security, and customer satisfaction. Employees who regularly communicate with customers may have their telephone conversations monitored or recorded. Telephone monitoring is used to identify and correct performance problems through targeted training. Improved job performance enhances our customer s image of MindSource as well as their satisfaction with our service. Computers furnished to employees are the property of the Company. As such, computer usage and files may be monitored or accessed. Because MindSource is sensitive to the legitimate privacy rights of employees, every effort will be made to guarantee that workplace monitoring is done in an ethical and respectful manner. While the Company does not seek to interfere with the off-duty and personal conduct of its employees; certain types of off-duty conduct may interfere with the Company s legitimate business interests. For this reason, employees should be aware of the following policies: 1. Employees are expected to conduct their personal affairs in a manner that does not adversely affect the Company s or their own integrity, reputation, or credibility. Illegal or immoral off-duty conduct on the part of an employee that adversely affects the Company s legitimate business interests or the employee s ability to perform his or her job will not be tolerated. 2. While employed by MindSource, employees are expected to devote their energies to their jobs with the Company. For this reason, second jobs are strongly discouraged. 3. Employees who wish to engage in outside employment that may create a real or apparent conflict of interest must submit a written request in advance to the Company explaining the details of the outside employment. If the outside employment is authorized, the Company assumes no responsibility for the outside employment. The Company shall not provide workers compensation coverage or any other benefit for injuries occurring or arising out of outside employment. Authorization to engage in outside employment can be revoked at any time. Employees are expected to wear clothing appropriate for the nature of our business and the type of work performed. Clothing should be neat, clean and tasteful. Avoid clothing that can create a safety hazard. Department managers may issue more specific guidelines.

16 OPERATIONS MindSource will reimburse employees for reasonable Business expenses. For travel expenses, either while on assignments away from the normal work location. Employee s supervisor must approve all business travel in advance unless authority is given to another individual by the CEO of CFO. Please fill out an expense report and if you have any questions in regards to what items are reimbursable expense, please check with your supervisor and/or Human Resources. MindSource will only pay complete and approved expense reports, and those need to be submitted to MindSource within 60 days from the day of the expense. Desks, etc., are Company property and must be kept maintained according to Company rules and regulations. They must be kept clean and are to be used only for work related purposes. MindSource reserves the right to inspect all Company property to insure compliance with its rules and regulations without notice to the employee and/or in the employee s absence. Prior authorization must be obtained before any Company property may be removed from the premises. An employee s personal property, including, but not limited to, packages, purses and backpacks, may be inspected upon reasonable suspicion of unauthorized possession of Company property. For Security reasons employees should not leave personal belongings of value in the workplace. Personal items are subject to inspection and search with or without notice or without the employee s prior consent. Terminated employees should remove any personal items at the time they leave the Company. Personal items left in the workplace by previous employees are subject to disposal if not claimed at the time of the employee s termination The security of facilities as well as the welfare of our employees requires that every individual be constantly aware of potential security risks. You should immediately notify your supervisor when unknown persons are acting in a suspicious manner in or around the facilities or when keys or other security devices are lost or misplaced. Non-employees are allowed on Company property only to conduct legitimate business with the Company. Visits by employees friends or relatives are to be kept to a minimum. Every employee is responsible for the safety of him or herself as well as of others in the workplace. To achieve our goal of maintaining a safe workplace, everyone must be safety conscious at all times. In compliance with California law and to promote the concept of a safe workplace, the Company maintains an Injury and Illness-Prevention Program. The injury and illness prevention program is available for review by employees in the office of the Director of Human Resources. In compliance with California law S.B. 198 and in order to provide a safe and healthful work environment for employees, customers and visitors, MindSource

17 has established a workplace safety program. This program has top priority with the Company. The Human Resources Department has the responsibility for implementing, administering, monitoring, and evaluating the safety program. Its success depends on the alertness and personal commitment of all. You will receive more information regarding our safety program during your initial indoctrination and throughout your employment with MindSource. Also, in order to comply with Proposition 65, the Company will inform employees of any known exposure to a chemical known to cause cancer or reproductive toxicity. Smoking Policies Smoking is not allowed in any enclosed area of the facility. Housekeeping All employees are expected to keep their work areas clean and organized. Those using them should keep common areas such as lunchrooms, refrigerators, and restrooms clean. Please clean up after meals. Dispose of trash properly. You are responsible for disposing of items you have place in the refrigerators. In order to ensure efficient operation of the Company s business and to prevent annoyance to employees, it is necessary to control solicitations and distribution of literature on Company property. The Company has established rules applicable to all employees governing solicitation, distribution of written material, and entry onto the premises and work areas. All employees are expected to comply strictly with these rules. Any employee who is in doubt concerning the application of these rules should consult with the Human Resources department. No employee shall solicit or promote support for any cause or organization during his or working time or during the working time of the employee or employees at whom such activity is directed. No employee, without the approval of the Human Resources Department, shall distribute or circulate any non-work related written or printed material in work areas at any time- either during his or her working time or during the working time of the employee or employees at whom such activity is directed. Under no circumstances will non-employees be permitted to solicit or to distribute written material for any purpose on Company property. Employees who are required to drive a Company vehicle or their own vehicle on Company business will be required to show proof of current, valid licenses and current effective insurance coverage prior to the first day of employment. The Company participates in a system that regularly checks the DMV records of all employees who drive as part of their jobs.

18 MindSource retains the right to transfer to an alternative position, suspend or terminate an employee whose license is revoked, or who fails to maintain personal automobile coverage or who is uninsurable under the Company s policy. These Company reserves the right to discipline or terminate an employee who has driven or is driving a Company vehicle or his or her own vehicle on Company business while under the influence of alcohol, illegal drugs, or controlled drugs that adversely affect their ability to operate a motor vehicle. EMPLOYEE BENEFITS Eligible employees at MindSource are provided a wide range of benefits. A number of the programs (such as Social Security, workers compensation, state disability, and unemployment insurance) cover all employees in the manner prescribed by law. Eligibility for employee benefits depends on a number of factors, including employee classification. Many eligibility qualifications will be determined by the providers of the benefits. The Company offers a HMO and PPO Health plan and a PPO dental plan. Employees benefits premiums are covered by the Company, and the Company will pass the cost to you for the employee s spouse and/or dependent benefit premiums. Your portion of benefits premium will be directly deducted from your paycheck. All benefits are subject to change annually during the renewal period. All employees will be notified of such changes. Any healthcare benefit questions can be directed to the Human Resources Department. Pursuant to the California Unemployment Insurance Code, in order to provide the disability insurance, each employee must contribute regularly to the State of California. Contributions are made through a payroll deduction. Disability insurance is payable when you cannot work because of illness or injury not caused by employment at the Company or when you are entitled to temporary workers compensation at a rate less than the daily disability benefit amount. Specific rules and regulations governing disability are available from the Human Resources department. The Company contributes thousands of dollars each year to the California Unemployment Insurance Fund on behalf of its employees. Social Security is an important part of every employee s retirement benefit. The Company pays a matching contribution to each employee s Social Security taxes. You are protected by the Company s workers compensation insurance policy while employed by the Company at no cost to you. The policy covers you in case of work-related injuries and illnesses. The Company intends to fully comply with these laws. The workers compensation benefits provided to injured employees may include the following: 1. Medical care.

19 2. Cash benefits, tax free, to replace lost wages. 3. Vocational rehabilitation to help qualified injured employees return to suitable employment. To ensure that you receive any workers compensation benefits to which you may be entitled, you need to do the following: 1. Immediately report any work-related injury to your supervisor. 2. Seek medical treatment and follow-up care if required. 3. Complete a written Employees Claim Form (DWC Form 1) and return it to the Human Resources department. 4. Provide the Company with a certification from your health care provider regarding the need for workers compensation disability leave and your ability to return to work from leave. An unpaid leave of absence may be granted at the discretion of the Company and will be classified as either an Unpaid Medical Leave or as an Unpaid Personal Leave. Unpaid Medical Leave: A serious medical condition is one, which qualifies the employee for payments under the Company s short-term disability policy, as determined by the policy s insurance carrier. An employee who is granted an Unpaid Medical Leave will be required to use any accrued but unused sick leave and vacation time. The remainder of the leave will be unpaid. In addition, the employee must apply for state disability insurance and the Company s short term disability insurance, although such payments will not change the characterization of the leave as unpaid. An employee who is granted an Unpaid Medical Leave will continue to accrue vacation and sick leave during any paid portion of the leave and for up to one month of the unpaid portion of the leave. Any award granted to an employee under the terms of the Company s 2006 Stock Option Plan will continue to vest during any paid portion of the leave and for up to one month of the unpaid portion of the leave. After such time, the vesting of the award will be tolled and vesting will recommence upon the employee s return to active employment with the Company. The Company will continue to pay the premium cost for health and welfare benefit plan coverage during any paid portion of the leave and for up to one month of the unpaid portion of the leave to the same extent such premiums are paid for an active employee. Continuation of health care coverage during all other periods of the leave will be at the expense of the employee under the terms of the policy and as provided under COBRA. If the employee is on a Bonus Plan, such bonus plan will NOT be in effect while the employee is on a leave of absence. While the Company will attempt to keep open the position of an employee on an Unpaid Medical Leave, reinstatement will only be guaranteed during the first thirty days of such leave. However, during this thirty day period, an employee has no greater right to reinstatement than if the employee had been continuously employed rather than on leave.

20 MINIMIZING AND PREVENTING EXPOSURE TO OFFENSIVE WEB CONTENT During the course of your employment with MindSource, your job duties may include reviewing and using web-site content. MindSource understands that you may find some of the content on the Web unpleasant, disturbing, objectionable, offensive or hostile. Unfortunately, some accidental exposure to content which you may find objectionable may be unavoidable due to the nature of your position. The Company wishes to limit your exposure to such materials and we need your help to do so. MindSource is committed to providing an environment, which is not only free from harassment (see Anti-Harassment policy above), but also an environment where our employees feel comfortable with the material with which they may work. Your compliance with this policy is a key element in our efforts to minimize and prevent content exposure, which makes you and other employees uncomfortable. If you perceive any web site content as offensive or hostile, you should immediately exit from the offending web site or screen. You must not encourage or force others to view the offending web site or screen, and you must not send links of that web site to others. You are required to inform your manager or supervisor of the offending web site or screen so that appropriate action can be taken to prevent you and other employees from accidentally viewing that site or screen. Finally, it is your responsibility, and MindSource strongly encourages you, to inform your manager, any other member of senior management, or Human Resources of your preferences to avoid working with specific material. The Company will work with you to minimize and/or prevent your exposure to such web site content during the course of your employment with MindSource. Dear, You have applied for the position of with MindSource. Employees in this position are responsible for reviewing and using general Internet content and web-site postings. It is foreseeable that an employee in this position will be exposed to content which some individuals may find unpleasant, disturbing, objectionable, offensive or hostile. Examples of such content include, but are not limited to, Sexual Acts, Racism, Sexism, Racist and Sexist Statements, Hate Group Communication, Nudity, Vulgarity, Harassment, Pornography, Child Pornography, Suicide or Suicidal Attempts, Homicide or Homicidal Attempts, Terrorist Threats or Acts, Drug Dealings, Assault or Rape, Hostage Incidents. In making your decision whether or not to pursue a position with MindSource., you should consider your tolerance to exposure to such content. While MindSource is committed to providing an environment where our employees feel comfortable with the material with which they work, some incidental exposure may be unavoidable. The Company works with employees to minimize and/or prevent exposure to such objectionable content and employee compliance with Company policies on this issue is a key element in our efforts. Employees who perceive any content as unpleasant, disturbing, objectionable, offensive or hostile are required to immediately exit the offending web site or screen. Employees are forbidden from