EMPLOYEE HANDBOOKcis.millardref.com/employee/pdfs/Employee Handbook 01-01...4 MILLARD EMPLOYEE...

EMPLOYEEHANDBOOK

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WELCOME TO MILLARDI am confi dent you will fi nd that your experience with us is more than just a job. You have joined a team that values the personal growth of each individual member, while making a major impact each day on the cold food storage and distribution industry.

You share one basic mission with your colleagues at Millard – to meet the needs of our customers. I believe you will fi nd the pursuit of that mission satisfying and rewarding. Together, we achieve it on a world-class scale through an international network of facilities that utilize the latest technology.

But facilities, technology and systems are really just tools for our greatest asset – our people. These tools, our experience, our track record and our fi nancial stability allow us to create an environment in which you can grow personally and enjoy a fulfi lling career experience.

I want to personally express my best wishes to you as you begin your journey here. Just as your mission is to satisfy our customers, our goal for you is success, happiness and a long, prosperous career at Millard. I look forward to working together to achieve all these goals, and to sharing in the rewards.

Sincerely,

Lance Larsen President and Chief Executive Offi cer

MILLARD EMPLOYEE HANDBOOK4

COMPANY HISTORY

The history of Millard Refrigerated Services began in 1962 in Millard, Nebraska (now part of Omaha), when our founder, Larry A. Larsen, who was in the construction business, built and leased an 80,000 square foot facility to a couple of local Omaha businessmen. The following year, the businessmen’s operation failed and Mr. Larsen took back the facility. Mr. Larsen saw an a opportunity to take advantage of the booming meat industry by turning the facility into a public cold storage warehouse and marketing his services to beef and pork producers. With as few as eight employees, Mr. Larsen operated the facility and created a successful business almost immediately.

From that point, expansion was a part of the history of Millard. That fi rst plant in West Omaha was eventually expanded 13 times and became a 400,000 square foot facility. In 1975 Millard opened its second facility in Lincoln, Nebraska and in 1979 opened another in Des Moines, Iowa.

The expansion accelerated in the 1980’s when Millard constructed and opened warehouses in Denison, Iowa; Friona, Texas; Iowa City, Iowa; Grand Island, Nebraska; Dodge City, Kansas; Batavia, Illinois; McAllen, Texas; Greeley, Colorado; and a second facility in Omaha, Nebraska.

During this period Millard not only expanded its focus from the Midwest into the Southwest, but it also expanded its customer base by adding the vegetable industry and the Mexican import and export markets with the addition of the McAllen facility. The move into the vegetable business was further solidifi ed with the 1990 addition of the El Paso, Texas plant.

In 1991 the focus expanded again to include the poultry industry in the Southeast with the addition of Attalla, Alabama and Jackson, Mississippi.

In 1992 Millard continued its expansion and growth with its entry into the national distribution arena opening the Kansas City, Kansas distribution center. Since that time Millard has fully established a national distribution network with facilities in Mira Loma, California; Atlanta, Georgia; Allentown, Pennsylvania; Chicago, Illinois; and Fort Worth, Texas. This network is designed to meet the logistics needs of major food service and retail distribution companies throughout the United States.

Further expansion took place in the late 1990’s with new facilities in Ottumwa, Iowa; Louisville, Kentucky; Streetsboro, Ohio, and Gaff ney, South Carolina in 2001. Statesville, North Carolina was acquired in 2002 and Jonesboro, Arkansas opened in 2003. Our fi rst location outside the United States started with the opening of our facility in Brampton, Ontario Canada and expanded when our new Calgary, Alberta location opened. Additional locations have since been opened in Mt. Pleasant, Iowa; Manteca, California; Tremonton, Utah; Centralia, Washington; Sunnyvale, Texas; Springfi eld, OH and our fi rst International dock facility in Mobile, Alabama. Today, Millard Refrigerated Services is the second largest refrigerated warehouse and distribution company in the United States.

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Since its beginnings, Millard has been striving to construct fi rst class facilities and to bring its customers the quality service they have come to expect and the services they have come to rely upon. As we look to the future, we see an organization that will continue its rapid expansion and growth, providing its employees with opportunities for personal growth and development and our customers with an edge over their competition.

MISSION STATEMENT

Millard’s mission is to provide world class service through a nationwide network of facilities utilizing the latest technology and staff ed with people committed to the Millard Way. Millard’s success is measured by customer satisfaction, employee satisfaction, and cash fl ow.

GUIDING PRINCIPLES

Millard is committed to being the best provider of quality refrigerated warehousing/processing/distribution services in the United States. To meet this commitment, our actions will be directed by these principles:

1] We will listen to the market, our customer, and each other and make valued decisions with this input.

2] We will promote decisions that create win-win situations for both our customers and our organization, recognizing that all long-term business relationships must be profi table for both.

3] Our decision making will be positive, immediate, and as responsive to the customer as possible within the confi nes of our mission, goals and objectives.

4] We will emphasize “team work” throughout the organization to meet our common goals.

5] Management will provide the resources to give you the opportunity to be a winner and we expect you to work hard so that challenging, but achievable goals can be attained.

6] Managers will communicate with you in an honest and open manner and will be accountable for the quality of service for their area.

7] We will promote you if you demonstrate leadership by placing a high priority on personal communication with other employees and customers and if you treat each individual with dignity and respect.

8] We will work aggressively to build our company in a controlled, organized manner.

9] We will strive to exceed our fi nancial objectives and in doing so invest the resulting capital in the expansion and improvement of our facilities to ensure the future for you and our customers.


SCOPE OF HANDBOOK

The Employee Handbook is intended to be a general guide that establishes certain specifi c privileges and obligations with regard to Millard Refrigerated Services and you. It is not intended to encompass every situation that may develop in the course of employment. As such, many of the policies are not described, or are only covered in an abbreviated fashion, they are detailed in the Company Policy Manual. You may review the Company Policy Manual in your Plant/Department Manager’s offi ce at any time. If there is a confl ict between a statement in this Employee Handbook and the Company Policy Manual, the terms of the Policy Manual will control.

Neither this handbook nor the Policy Manual constitute a contract for employment, neither expressed nor implied. Further, it grants no rights beyond present claims for performance under the provisions set out in it. No tenure of employment is created and no management rights are limited by the handbook.

No management representative has any authority to enter into an employment contract which may not be terminated at will. Your employment at Millard is “at will” which means that it may be terminated at any time, at the absolute discretion of either the Company or you.

The Company’s policies cannot possibly state a rule for every situation or course of conduct which may arise. Therefore, it must not be implied that the handbook or manual contains all of the Company rules which are, or may be in eff ect; neither should it be believed that any omission implies permission. Failure to set out the specifi c liability for violations of any particular policy s not a waiver by the Company to take disciplinary action.

The Company expressly reserves the right to add, modify or delete any of the policies or benefi ts contained herein at anytime and without notice, and further retains exclusive right and discretion to interpret and apply the terms contained in this handbook or the Policy Manual.

The most current and up to date information on benefi ts, policies and the Employee Handbook are on the company web page. You as an active employee have access to this web page at anytime. If you do not have access to a computer check with your Offi ce Manager or HR Manager and they will arrange a time for you to use a company computer. To view the items go to www.millardref.com and sign in under the customer sign-in section. Your user name is your employee number and your password is the last 4 digits of your social security number.

01/01/2012

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TABLE OF CONTENTS

SECTION ONE

EMPLOYEE RIGHTSEqual Opportunity 11Grievance Procedure 11Personnel File 12

SECTION TWO

PAYROLLClassifi cations of Employment 15Meals and Break Periods 16Overtime 16Payroll 17Probationary Period 17Reimbursement 18Time and Attendance Recording 18Work Week/Hours of Work 20Accuracy of Paychecks 20

SECTION THREE

EMPLOYEE BENEFITSADA – Americans With Disabilities Act 22COBRA – Consolidated Omnibus

Budget Reconciliation Act 23Company Provided Clothing 24FMLA – Family Medical Leave Act 24Health and Medical Insurance 25401(k) Plan 27Privacy Practices 28Section 125 28


SECTION FOUR

PROFESSIONAL BUSINESS STANDARDSConfi dential Information 30Confl ict of Interest 30Electronic Communication 31Falsifi cation of Records 37Legal and Ethical Standards 37Publicity 38 Solicitation 38Union Free 38

SECTION FIVE

VACATIONS/LEAVES & AWARDS

Employee Assistance Program 46Funeral Leave 40Holidays 40Jury Duty 41Leave of Absence 42Sick Leave 44Vacations 45Holiday Award 46Scholarship Fund 46

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SECTION SIX

EMPLOYEE RESPONSIBILITIESAccidents/Injuries 48Appearance Standards 48Attendance 50Absences 51Attention to Duty 52Customer Service 52Dual Employment 53Employee Conduct 53Fraternization Policy 54Membership in Civic Organizations 55Negligence 55Personal Character 55Personal Property 56Political Activities 56Use of Equipment 56Use of Personal Vehicle for Company Business 57Reimbursement 58Use of Cell Phones 58

SECTION SEVEN

GENERAL POLICIESBulletin Board 60Substance Abuse Policy 60Employment of Relatives 61Employment at Will 61Harassment/Sexual Harassment 62Lay Off 62Resignation 64Smoking/Tobacco Policy 64Transfers 65Violence in the Workplace 65Weapons 66


EMPLOYEERIGHTS SECTION ONE

Equal Opportunity 11Grievance Procedure 11Personnel File 12

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EQUAL OPPORTUNITY

It is the intent of Millard Refrigerated Services to comply with Federal and State laws concerning equal opportunity in employment. It is the Company’s policy to off er available employment to all qualifi ed applicants regardless of race, color, religion, sex, age, physical or mental disability, marital status, or national origin.

GRIEVANCE PROCEDURE

It is the intent of the Company to maintain an atmosphere of mutual respect and cooperation and to provide you with a workable means of presenting problems without fear or hesitation of obtaining a prompt, fair hearing.

In the ordinary course of business, diff erences may arise between you and your supervisors. The general rule is that you should fi rst perform as requested (provided such request does not violate Company policy or the law), and thereafter invoke the grievance procedure as provided herein.

When a problem arises, your immediate supervisor is in the best position to help solve it. Normally, a discussion with your supervisor while the problem is current will be all that is needed for you to solve the problem.

However, if for any reason you are unable or prefer not to discuss a problem with your supervisor, a Human Resource representative can be made available to assist you in the preparation, presentation, and handling of grievances.

If you are unable to solve a problem by the foregoing means, the following simple steps may be taken by you or with the assistance of the Human Resource Representative:

A] If appropriate, discuss the problem with your immediate supervisor. At this stage, the grievance may be presented verbally or in writing.

B] If the problem is not resolved to your satisfaction by the above step, then the grievance should be put in writing (forms are available at each facility) and presented to your Plant/Department Manager and/or appropriate Vice President.

C] If the problem is still not resolved to your satisfaction, the grievance should be presented, in writing, to the Senior Vice President Human Resources. The Senior Vice President Human Resources will review your problem and, in a timely manner, prepare a written response to you after conducting a complete review of the facts.


The decision of the Senior Vice President Human Resources is fi nal and binding.

All grievances must be fi led within thirty (30) days from and after the time they are alleged to have arisen, except in the case of termination or suspension which must be fi led within seven (7) days of your termination date. Grievances not fi led in a timely manner will be forever waived and this waiver shall constitute a bar to any legal or equitable proceedings or remedies available regarding the subject matter of such grievances.

The time limits set forth above may only be extended by mutual agreement between you and the Company.

Persons answering grievances at the various stages will respond within a reasonable time after presentation.

YOU WILL NOT BE RETALIATED AGAINST OR DISCRIMINATED AGAINST FOR INVOKING THIS GRIEVANCE

PROCEDURE.

PERSONNEL FILE

To ensure all requests for information about Company employees are handled in a consistent and appropriate manner, all requests should be referred immediately to the Human Resource Department (402) 896-6600.

PERSONNEL RECORDS

A] Your fi les and records will be maintained by the Human Resource Department under the direction of the companies Custodian of Records.

B] Merit increases, disciplinary actions, and similar matters will be placed into your fi le.

C] Your personnel fi le, or documents in your personnel fi le, may not be copied or removed from your personnel fi le or from the offi ces of the Human Resource Department without approval of the Senior Vice President Human Resources and Custodian of Records.

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Your Right to Inspect Records (Subject to applicable State and Federal Laws)

A] All requests to review your personnel fi les must be submitted in writing to the Human Resource Department.

B] Copies of information within the fi le are available upon request. Only documents which have been signed by you may be copied. A usual and customary fee may be charged for duplications.

C] All reviews will take place at the Corporate Offi ce located in Omaha, Nebraska or a location approved by the Human Resource Department.

D] A Human Resource Department employee will be present at the time of review.

E] An appointment to review the fi le must be made in advance with the Human Resource Department.

F] The following confi dential information is not available for review: (Subject to applicable State and Federal Laws)

• Letters of reference. (If such review would disclose the author of the reference)

• Compensation projections relative to more than one person

• Medical reports if accessible through your physician or medical facility (Millard complies with Federal HIPAA privacy regulations)

• Separate grievance fi le if these records are not used relative to your qualifi cations for employment, promotion, transfer, compensation or discipline

• Criminal investigation activity

G] You have a right to fi le a written statement of disagreement with the Human Resource department, regarding information found in your personnel fi le.


PAYROLLSECTION TWO

Classifi cations of Employment 15Meals and Break Periods 16Overtime 16Payroll 17Probationary Period 17Reimbursement 18Time and Attendance Recording 18Work Week/Hours of Work 20Accuracy of Paychecks 20

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CLASSIFICATIONS OF EMPLOYMENT

You are designated as either nonexempt or exempt from Federal and State wage and hour laws. If nonexempt, you are entitled to overtime pay under the specifi c provisions of Federal and State laws. If exempt, you are not entitled to overtime pay under the specifi c provisions of Federal and State wage and hour laws. The Human Resource Department will make the fi nal determination on the designation of exempt or nonexempt employees.

A] Full-time Exempt EmployeesIf you have successfully completed the three (3) month probationary period and work a minimum of forty (40) hours per week, you are full-time at the date of hire, and are eligible for all Company benefi ts. Company benefi ts are subject to the terms, conditions, and limitations of each benefi t program.

B] Full-time Nonexempt EmployeesIf you have successfully completed the three (3) month probationary period and are regularly scheduled to work thirty (30) or more hours per week, you are full-time and are eligible for all Company benefi ts. Company benefi ts are subject to the terms, conditions, and limitations of each benefi t program.

C] Part-time Nonexempt EmployeesIf you have successfully completed the three (3) month probationary period and are regularly scheduled to work less than thirty (30) hours per week, you are part-time and are not eligible for Company benefi ts.

D] Temporary or Seasonal Nonexempt EmployeesIf you are hired as an interim replacement, to temporarily supplement the work force, or to assist in the completion of a specifi c project, you are temporary or seasonal. Employment assignments in these categories are of a limited duration. Employment beyond any initially stated period does not in any way imply a change in employment status. If temporary or seasonal, you retain that status unless and until notifi ed of a change by Company management. You may work a full-time or part-time schedule. While you receive all legally mandated benefi ts, you are ineligible for all of the Company’s benefi t programs.

These designations do not guarantee employment for any specifi ed period of time. Accordingly, the right to terminate the employment relationship at will is retained by both you and the Company.


MEALS & BREAK PERIODS

A] Meal Periods

1] If you work more than six (6) hours in a day, you are given a non-paid meal period of at least thirty (30) minutes.

B] Break Periods

1] You are given a paid break period up to fi fteen (15) minutes for every four (4) consecutive hours scheduled.

2] Break periods are considered time worked for the purpose of reporting work hours on your time record. You are required to remain on company property and to use the designated break areas.

3] You are encouraged to use a break period after at least one hour of work has passed from the start of the shift or returning from a meal period and at least one hour before the shift is to end for the day or leaving for a meal period.

4] When possible you are encouraged to use the restroom while you are on your meal or break period. Use of the restroom any other time does not reduce the amount of the paid break period.

5] You may not use break periods:

• To extend the meal period

• To accumulate paid time off from one day to the next

• To off set late arrival or early departure from the work site

Abuse or failure to comply with the break period policy will result in discipline, up to and including termination. The aforementioned is subject to applicable State Laws.

OVERTIME

If you are nonexempt and work in excess of forty (40) hours in a work week, you will be paid at one and one-half times (1 1/2) your regular straight time hourly rate of pay (or in accordance to any state or federal laws).

Holiday pay will not be used in computing work in excess of forty (40) hours in a holiday week. If you work on the holiday, the hours actually worked will be used in calculating overtime for the week.

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Travel time, Jury Duty, and Funeral Leave pay will not be used to calculate overtime hours for any workweek.

There will be no compounding or pyramiding of overtime pay and/or premium pay, and only the highest applicable rate will be paid. The aforementioned is subject to applicable State Laws

PAYROLL

CHECKS

A] Friday of each week is your normal payday if you are an hourly, non-exempt employee. Delivery problems are unavoidable and beyond the Company’s control. During weeks in which holidays are observed, checks may be delayed.

B] If you’re a salaried employee, you will be paid on a bi-weekly basis.

C] Under no circumstances will checks be distributed prior to Friday of each week.

COMPENSATION

The Company will review compensation levels periodically and will endeavor to maintain compensation on a level which is reasonable and comparable to compensation prevalent for similar work in the immediate geographic area which the Company conducts its individual operations.

PROBATIONARY PERIOD

The purpose of a probationary period is to provide you with the opportunity to adjust to your new position and to provide your supervisor the opportunity to appraise your suitability to the position and verify information provided on the Conditional Job Off er form. Probationary employees will be held to a higher standard of conduct.

A] The probationary period is the initial three months of employment and the fi rst three months after reassignment to a new position.

1] Probationary periods may be extended up to a maximum of an additional three months at your supervisor’s discretion.

2] If you are reassigned prior to completing a probationary period, you will begin another probationary period on the new position.


3] A period of interrupted service during the probationary period (such as a long illness) is not included in meeting the three-month service requirement.

4] If you are re-employed, you must complete the probationary period.

B] You may be placed on disciplinary probation at any time during you probationary period through the Company’s disciplinary procedure.

C] At the conclusion of, or during your probationary period, your supervisor will make one of the following recommendations:

• Removal from the probationary status

• Extension of the probationary status (however, total probationary status cannot exceed six months)

• Reassignment to another position

• Termination

D] Your supervisor may reassign you before the end of the three-month period.

Notwithstanding anything to the contrary contained in the foregoing, no tenure of employment is created hereby, and no management rights are limited by this Policy.

REIMBURSEMENT

During employment with the Company, you may be advanced money (non-payroll) or other things of value or be allowed the use of company property for personal use. Upon termination from the Company, the money must be refunded and the things of value and/or company property must be returned. Money or product that is removed for personal use or gain without proper authorization or in violation of company policy must also be repaid. Failure to refund monies due the Company or return company property will result in money being withheld from wages, vacation, or any other funds held by the Company and may result in disciplinary action up to and including termination. Your execution of the Company Policy Statement authorizes this withholding.

TIME & ATTENDANCE RECORDING

The Company’s practices and procedures on the use of the time clock system comply with the Federal Wage and Hour Law. Strict adherence to this Policy is required if you are a nonexempt employee. Time and attendance records are used for payroll purposes and retained as required by law.

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Working “off the clock” is strictly prohibited. You are permitted on the premises no earlier than required to prepare for work before your scheduled work shift and no later than required for personal “clean-up” after the completion of your work. If you perform “off the clock” work you will be subject to discipline, up to and including termination. Likewise, if you are a manager or supervisor and you encourage, allow, or condone “off the clock” work, you will be subject to discipline, up to and including termination.

If you are a nonexempt employee, you must swipe the time clock at the beginning of you shift, at the beginning and end of your lunch period, and at the end of your shift. You will be issued a timecard or swipe card that is used to record the number of hours worked for each pay period.

A] You must clock in utilizing your own timecard, swipe card, or by entering your employee number and immediately commence work activities. You must clock out utilizing your own timecard, swipe card, or by entering your employee number immediately following the cessation of work activities. Violation of this will result in discipline, up to and including termination.

B] It is strictly prohibited for you to clock in/out for anyone else, or ask another employee to clock in/out for you or falsify and/or tamper with any time keeping record or device. Violation of this will result in discipline, up to and including termination.

C] If you accidentally clock in/out on another employee’s time card or swipe card, you must report it immediately to management. Failure to report such incidences may be interpreted as intent to defraud the Company.

D] You must notify management immediately if you have lost your timecard or swipe card and a replacement timecard or swipe card will be issued. In the interim if you are without your swipe card, you must clock in/out by entering your employee badge number at the electronic time clock.

E] Incorrect clocking in/out, whether through failure to have a timecard or swipe card or any other reason, will result in discipline, up to and including termination.

F] Management must be notifi ed when you fail to clock in/out, leave work early, begin work early, clock out late, or for any reason that will aff ect your scheduled work-time.

G] It is the your responsibility to check your pay stubs to be sure you were paid for all time worked. Any discrepancies must be reported immediately to management.

H] It’s your responsibility to record appropriate travel time, meetings attended, and any other events that will result in paid time that will not be transmitted to payroll.

Pay lost because of your failure to report errors or omissions will be added to your next regular paycheck. A special check will not be provided.


WORK WEEK/HOURS OF WORK

The standard workweek runs from Sunday through Saturday and consists of forty (40) hours. Some operations need to be staff ed continuously and operate seven (7) days a week, twenty-four (24) hours per day.

Because of the nature of the business, work varies across the Company, starting, ending, lunch, and break times vary according to the needs of a particular department or section. You are expected to observe the hours set within your unit. Any special arrangements need to be agreed to by your immediate supervisor.

ACCURACY OF PAYCHECKS

It is the policy and practice of Millard Refrigerated Services to accurately compensate employees and to do so in compliance with all applicable state and federal laws. To ensure that you are paid properly for all time worked and that no improper deductions are made, you must record correctly all work time and review your paychecks promptly to identify and to report all errors.

Review Your Pay StubWe make every eff ort to ensure our employees are paid correctly. Occasionally, however, inadvertent mistakes can happen. When mistakes do happen and are called to our attention, we will promptly make any corrections necessary. Please review your pay stub when you receive it to make sure it is correct. If you believe a mistake has occurred or if you have any questions about deductions from your pay, please immediately contact Human Resources. If you believe you have been subject to any improper deductions or your pay does not accurately refl ect your hours worked, you should immediately report the matter to your supervisor. If the supervisor is unavailable or if you believe it would be inappropriate to contact that person (or if you have not received a prompt and fully acceptable reply), you should immediately contact the Senior Vice President of Human Resources the manager of payroll, or any other supervisor in the company with whom you feel comfortable. If you are unsure of whom to contact if you have not received a satisfactory response within fi ve business days after reporting the incident, please immediately contact the Company President. Every report will be fully investigated and corrective action will be taken where appropriate, up to and including discharge for any employee(s) who violates this policy.

In addition, the Company will not allow any form of retaliation against individuals who report alleged violations of this policy or who cooperate in the Company’s investigation of such reports. Retaliation is unacceptable, and any form of retaliation in violation of this policy will result in disciplinary action, up to and including discharge.

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EMPLOYEE BENEFITSSECTION THREE

ADA – Americans With Disabilities Act 22COBRA – Consolidated Omnibus

Budget Reconciliation Act 22Company Provided Clothing 23FMLA – Family Medical Leave Act 24Privacy Practices 25Health and Medical Insurance 25401(k) Plan 28Section 125 28


ADA – AMERICANS WITH DISABILITIES ACT

Millard Refrigerated Services is an equal opportunity employer and, as such, requires compliance with the Americans with Disabilities Act (the “Act”). The Act prohibits discrimination against persons with disabilities in hiring, as well as in all terms and conditions of employment. Reasonable accommodations will be made for all known impairments to ensure equal opportunity in the application process, to enable employees with disabilities, as defi ned under the Act, to perform the essential functions of the job, and to enjoy the benefi ts and privileges of employment that are enjoyed by employees without disabilities. In order for you to obtain the protections off ered by the Act, you must have a physical or mental impairment that substantially limits one or more major life activities, have a record of such impairment, or be regarded as having such impairment.

As the Act requires, a reasonable accommodation that does not impose an undue hardship on the operation of the business will be provided to your known disability to enable you to perform the essential functions of your job and to enjoy the benefi ts and privileges of employment that are enjoyed by employees without such disabilities.

PROCEDURE

When you believe that accommodation is needed, you should submit in writing a request and make an appointment with your supervisor to discuss in private the disability requiring accommodation and the accommodation needed.

A] If the accommodation is reasonable and readily achievable within the scope of authority of your supervisor, your supervisor may authorize and implement the accommodation.

1] All accommodations made at the department level should be documented and forwarded to Human Resource Department for future reference.

2] You and your supervisor should arrange to review the success of the accommodation and your work performance after the accommodation has been in place for a reasonable period, usually one (1) month.

If your supervisor does not consider the accommodation requested to be reasonable or within the scope of his/her authority to grant, your supervisor should refer the request to the Senior Vice President Human Resources for review and resolution

COBRA – CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT

The Company will discontinue your medical and dental insurance coverage as of the day your termination of employment takes place. However, you have the right to choose continuation

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coverage if group coverage is lost because of a reduction in hours or termination of employment (for reasons other than gross misconduct). The Company will not subsidize any portion of you or your dependant’s coverage when insurance is continued under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA). Therefore, the amount(s) payable by you will be the full cost of the coverage to the Company. The law allows an additional 2% charge to cover administrative costs. Upon termination, the Company will provide you with written information about COBRA benefi ts.

If all of the following conditions are met, your coverage will be reinstated or continued without a gap in coverage:

A] You advise the Human Resource Department in writing within sixty (60) calendar days after the date of termination that you want to continue coverage.

B] You pay 102% of the total monthly premium cost to the Company. The fi rst payment must be made within forty-fi ve (45) calendar days after the date of notice to want to continue coverage. The fi rst payment must consist of all amounts due for coverage retroactive to its eff ective date through the end of the calendar month in which payment is made. Subsequent payment must be made monthly to reach the Company fi ve (5) calendar days prior to the start of the month for which coverage is desired.

Your normal COBRA coverage continuation period is 18 months. The period of health continuation coverage will end on the fi rst of the following events to occur:

A] The end of the period of continuation for which you are entitled.

B] You fail to pay applicable premiums for coverage.

C] The benefi ciary becomes covered under another group plan as an employee or otherwise, and that group plan does not contain any exclusion or limitation with respect to a pre-existing condition of the person.

D] The employer terminates its group health or dental plan.

E] The date you become entitled to Medicare benefi ts.

Additional information can be seen on the company’s web page at www.millardref.com or at the governments web page at www.dol.gov/ebsa. You can also contact Millard Refrigerated Services at 4715 South 132nd St., Omaha, NE 68137 and ask for further information.

COMPANY PROVIDED CLOTHING

The Company will provide, free of charge, one set of authorized freezer clothing to you if you are an eligible warehouse employee. You will be required to sign a clothing receipt form that will be


placed in the your personnel fi le. Upon termination, all clothing must be returned to the Company pursuant to the Company Reimbursement Policy. Authorized clothing may consist of:

• One insulated freezer jacket• One insulated freezer trousers• One knit hood• One pair thermal insulated gloves• One pair glove liners• $70 freezer boot allowance (with signed withholding authorization document)• One new set of freezer clothing (when necessary but no sooner than annually and

only after your previous set has been turned in)• One hard hat

It is your responsibility to keep this gear in a clean and presentable fashion. Any freezer clothing that is lost or destroyed will be your responsibility. Our supplier off ers a no cost repair program. This program covers the repair costs of zippers, cuff s, velcro closures, collar fl eece, shell fabric and quilted fabric. All employees are required to use this benefi t, whenever possible, to keep our expenses to a minimum (see your supervisor for details). You may purchase additional freezer clothing from the plant at the Company’s cost. Plant personnel are not authorized to provide, free of cost, any additional clothing to you without prior authorization from the Director Purchasing. You are not allowed to remove freezer jackets or trousers from the facility without prior management approval. Upon termination, all company provided clothing must be returned to the Company pursuant to the Company Reimbursement Policy.

FMLA - FAMILY MEDICAL LEAVE ACT

FMLA is intended to allow employees to balance his/her work and family life by taking reasonable unpaid leave. Eligible employees can take FMLA leave because of the birth of a child; the placement of a child for adoption or foster care; to care for a parent, spouse, or child with serious health conditions; because of employees’ own serious health conditions; or because employees’ circumstances (as defi ned by the federal Department of Labor) qualify for leave due to a spouse, child, or parent being called up for or on active duty in the Armed Forces. Employers also must grant up to 26 workweeks of unpaid leave to eligible employees to care for a service member who is their spouse, child, parent, or next of kin and becomes seriously ill or injured while serving on active duty in the Armed Forces. The Act is intended to balance the demands of the workplace with the needs of families, to promote the stability and economic security of families, and to promote national interests in preserving family integrity.

You are eligible if you have worked for the Company for at least 12 months and have worked at least 1,250 hours in the 12 months preceding the commencement of the leave. If eligible, you are able to use up to a total of 12 weeks of unpaid leave, in the 12-month period measured forward from the date of your fi rst FMLA leave usage, with proper medical documentation for the following types of absences:

25

• An employees own serious health condition • The serious health condition of an employee’s immediate family member • Caring for a newborn or newly-placed adopted child or foster child• Because of a qualifying exigency arising out of the fact that your spouse; son

or daughter; parent is on active duty or call to active duty status in support of a contingency operation as a member of the National Guard or Reserves.

• Because your are the spouse; son or daughter; parent; or next of kin of a covered service member with a serious injury or illness.

Copies of an information packet with all applicable forms and policies may be obtained by contacting the Human Resource Department or going to the Millard Refrigerated web page.

When returning to work following an FMLA leave you will be able to return to the same job or an equivalent position.

If you request an FMLA leave, you will be required to use any accrued vacation or sick leave during the FMLA leave period.

You must, whenever possible, give Millard at least 30 days notice of your leave. You must also attempt to schedule a foreseeable leave so as not to unduly disrupt the department’s operation.

You must make a request as soon as practical. You are always responsible for obtaining needed medical certifi cation to support any FMLA leave.

The Company will continue health insurance, provided you continue to make your respective premium contribution.

PRIVACY PRACTICES

Millard Refrigerated Services complies with the HIPPA Privacy Act that requires us to maintain the privacy of your personal health information. To view our privacy practices, legal duties, or your rights concerning such information you can go to our web sight at www.millardref.com. A copy may also be obtained by requesting one from the HR department at Millard Refrigerated Services, 4715 South 132nd Ave., Omaha, NE 68137.

HEALTH & MEDICAL INSURANCE/DISABILITY

The plans are comprehensive major medical plans that provide coverage for a majority of medical expenses. The current plans utilizes a national PPO network. This program gives you access to a fi rst rate Preferred Provider Organization (PPO) network in the United States. Utilizing the PPO network will provide you with reduced costs and enhanced benefi ts. You choose the level of


coverage that is best for you and/or your family. The costs are diff erent, depending on the level of insurance you select:

Your payments for services are as follows:

PREMIER PLAN If services by PPO Provider: If services by Non-PPO Provider:

Offi ce Visit/Outpatient $25.00 co-pay per visit Deductible, then Coinsurance

Inpatient Services: 80% covered after deductible 60% covered after deductible

Prescription Drugs: Drug card with $7.00 co-pay Deductible, then Coinsurance for generics, $20.00 co-pay for preferred brands and $40.00 or 40%, which ever is greater, co-pay for non-preferred brands.

All services subject to: PPO - $700 individual and $2,100 family deductible. Non-PPO - $1,400 individual and $4,200 family deductible.

CORE PLAN If services by PPO Provider: If services by Non-PPO Provider:

Offi ce Visit/Outpatient $40.00 co-pay per visit Deductible, then Coinsurance

Inpatient Services: 70% covered after deductible 50% covered after deductible

Prescription Drugs: Drug card with $10.00 co-pay Deductible, then Coinsurance for generics, $25.00 co-pay for preferred brands and $50.00 or 50%, which ever is greater, co-pay for non-preferred brands.

All services subject to: PPO - $1,500 individual and $4,500 family deductible. Non-PPO - $3,000 individual and $9,000 family deductible.

ELIGIBILITY FOR HEALTH AND MEDICAL INSURANCE:

If hourly, you and your dependents are eligible under this plan after the fi rst day of the month following 60 days of continuous employment. If salaried, you and your dependents are eligible for coverage on the fi rst day of employment. The cost of insurance is shared by you and the Company. Refer to your summary plan description for details.

GROUP TERM LIFE & ACCIDENTAL DEATH AND DISMEMBERMENT

The plan covers you for three times your annual salary to a maximum of $750,000. In some cases, depending on the loss, dismemberment benefi ts may be less than the Group Term Life Insurance benefi t. If hourly, your coverage begins after three months of continuous employment. If salaried,

27

your coverage begins on the fi rst day of employment. The cost of insurance coverage is paid by the company.

LONG TERM DISABILITY (LTD)

This plan provides income protection if you should become disabled for a period exceeding ninety (90) days, beginning on the 91st day. LTD provides a continued income based on 60% of your basic earnings, subject to a maximum of $15,000 per month. If hourly, your coverage begins after 1 year of continuous employment. If salaried, your coverage begins the fi rst day of employment. Pre-existing conditions may eff ect coverage - see summary plan description. The cost of insurance is fully paid by the company.

SHORT TERM DISABILITY (STD)

This plan provides income protection if you should become disabled for a period exceeding thirty (30) days, beginning on the 31st day. STD provides a continued income based on 60% of your basic earnings, subject to a maximum period of eight weeks. If hourly, your coverage begins after 1 year of continuous employment. If salaried, your coverage begins immediately upon verifi cation of disability. The cost of insurance is fully paid by the company.

DENTAL / VISION COVERAGE

This plan is a completely voluntary plan 100% paid by you. This plan is designed to provide high quality dental/vision care while controlling the cost of such care.

If hourly, you and your dependents are eligible under this plan on the fi rst day of the next month following your enrollment. If salaried, you and your dependents are eligible for coverage on the fi rst day of employment.

CONCLUSSION

This review of these plans is not intended nor should it be interpreted as a summary plan description. For details, the summary plan description for each plan should be consulted. Complete and offi cial details of each of these programs are contained in separate summary plan descriptions which are available to you upon request. All benefi t programs are subject to restrictions set forth in the plan documents and may be changed or discontinued at any time, at the sole discretion of the Company. Coverage may vary to comply with any individual state requirements.

401(K) PLAN

The Company has established a 401(k) plan which is designed to help provide you with fi nancial security for the future. Contributions to your account are made by you and the Company. The Company’s discretionary match is currently 50% of the fi rst 6% of earnings that the employee contributes to the plan. You may defer up to 50% of earnings.


You are eligible to participate in the 401(k) plan after you have completed 6 months of serviceand are 21 years of age. You may begin making contributions to the plan on Janurary 1 or July1 following the completion of 6 months of service. Once you are eligible, the appropriate formswill be sent to you.

401(k) benefi ts are payable at 100% to you in the event of and following any one of the following circumstances:

• Attainment of 65 years of age.• At any age due to permanent disability.• Upon your death.

If you should leave the company prior to retirement, you are entitled to receive all or part of your company matched balance based upon the following vesting schedule.

Years of Service Percent Vested 1 25% 2 50% 3 75% 4 100%

You are always 100% vested with respect to contributions you make to the plan.

The investments of your 401(k) account are self-directed by you. The plan provides a variety of investment funds for you to choose from based upon the level of risk you want to assume. You may check account balances, make investment election changes, or transfer funds between investment accounts by telephone 24 hours a day.

This is not a Summary Plan Description, nor is it intended to summarize the plan as required by ERISA. Complete and offi cial details of these programs are contained in separate summary plan descriptions and the plan documents which are available to you upon request. All benefi t programs are subject to the restrictions set forth in the plan documents and may be changed or discontinued at any time.

SECTION 125

A voluntary Section 125 Plan is available to you. This plan allows you to have a portion of your paycheck held and placed in a tax-free account in your name. The money is used to pay for qualifi ed medical or dependent care expenses (see enrollment material). The biggest advantage is the tax savings. Since the fund uses pre-tax dollars from the reimbursement of qualifying expenses, you reduce your income taxes and social security tax by reducing your taxable salary. Careful review of expenses before making an election can minimize or eliminate any unused benefi ts at the end of the year. If you do have unused elected funds at the end of the year, the law requires that they be forfeited.

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PROFESSIONAL BUSINESS STANDARDSSECTION FOUR

Confi dential Information 30Confl ict of Interest 30Electronic Communication 31Falsifi cation of Records 37Legal and Ethical Standards 37Publicity 38 Solicitation 38Union Free 38


CONFIDENTIAL INFORMATION

COMPANY INFORMATION

The refrigerated warehouse industry is highly competitive. You are exposed to many kinds of confi dential or proprietary information that could prove damaging to the Company if known or possessed by competition or other outside parties. Therefore, it is extremely important that you not discuss anything of a confi dential nature with anyone outside the Company. This includes, but is not limited to, all non-public fi nancial information, business records, know-how, trade secrets, customer lists, details of customer or consultant contracts, pricing policies, operational methods, business/action plans, marketing plans or strategies, development plans or techniques, business acquisition plans, and the like. Violation of this Policy will lead to discipline, up to and including termination. Nothing in this Policy or any other Company Policy is intended to aff ect employees’ rights under the provisions of federal, state, or local law.

CUSTOMER INFORMATION

The Company routinely deals with information concerning its customers that may be of a sensitive or confi dential nature. It is essential that you respect the confi dentiality of the customer’s information and not discuss it with any unauthorized personnel. You must expressly comply with any non-disclosure and confi dentiality agreements signed on behalf of the Company with such customers.

CONFLICT OF INTEREST

One of the Company’s most valuable assets is its reputation for fairness and integrity in its relations with employees, customers, vendors, service suppliers, government agencies and all others with whom the Company deals. This reputation, which has been developed over many years but which can be lost overnight, will be retained only if you adhere to the highest moral and ethical standards in the conduct of the Company’s business. For this reason, you must avoid personal interests or associations that might be, or appear to be, inconsistent with your dedication to the best interest of the Company.

It is not possible to state a single rule that will fairly describe every situation in which a confl ict of interest could arise. For this reason, general rules set forth personal interests and circumstances which must be avoided and an overriding rule is established to the eff ect that if you are in doubt as to whether a given set of circumstances constitutes a confl ict of interest, prompt and full disclosure should be made to an offi cer of the company. Full disclosure leads to discussion, consideration of exceptions, and other action to eliminate the confl ict so that embarrassment for you and the Company can be avoided.

It is the Company’s policy that you make full and prompt disclosure of actual or potential confl icts of interest, which are described as a relationship or transaction that does or may:

31

• Provide gain or benefi t to you or a member of your family or household that may be at the expense of or to the disadvantage of the company.

• Result in a situation which may be inconsistent with the proper performance of your assigned duties and responsibilities.

• Aff ect your objective judgment and/or action with respect to any transaction between the Company, its customers, suppliers or service providers.

Circumstances that you believe are not a confl ict of interest, but which might appear to be a confl ict, are also required to be disclosed to an offi cer of the company. All disclosures should be made in writing directly to the CEO. These obligations to make disclosure are ongoing.

Violation of this Policy, is cause for discipline, up to and including termination.

ELECTRONIC COMMUNICATION

The Company provides electronic communication tools to help improve productivity and enable you to provide effi cient, high quality work. Electronic communications pertains to all aspects of video, voice, and data communications including, but not limited to, items such as telephones, cellular telephones, pagers, voice mail, facsimiles (fax), personal computers, printers, modems, e-mail (electronic mail), Internet, E.D.I. (Electronic Data Interchange), W.M.S. (Warehouse Management System), etc.

These resources should be used primarily for business related purposes. You must abide by the Company’s policies and procedures with respect to business and personal use, handling company confi dential information, access and security, observance of all laws including copyright and trademark laws, Internet usage and billing. Failure to do so will result in discipline, up to and including termination.

The Company’s electronic communications tools are considered company assets. While the Company respects the privacy and security needs of all individuals, the Company reserves the right, at any time and without prior notice, to inspect or monitor messages and materials transmitted over all communications media. In the course of normal business, this would only occur when there is a legitimate business need to do so.

A] Personal Computers and Software

1] The MIS department is responsible for purchasing and issuing personal computers, peripherals and software for you.

• Your supervisor must submit in writing, to the Vice President MIS, a request for new hardware and/or software and the level of accessibility to the Company’s systems, networks, etc.


2] The MIS department is responsible for maintaining, supporting and monitoring all the procedures and guidelines of personal computing.

• Company purchased and/or developed systems/software used for conducting business (E.D.I., W.M.S., Accountmate, etc.)

• PC Software applications (database, spreadsheet, word processing)

• Hardware peripherals (printers, modems, cables, etc.)

• Network(s) connectivity (Local and Wide Area Networks)

• E-mail (electronic mail)

• Internet

B] Business/Personal Use

1] All communications tools are to be used primarily for business purposes. You must use these in accordance with your access privileges. Personal use of these tools is allowed only if it:

• Is incidental in nature

• Does not aff ect productivity, quality or customer service

• Does not create a confl ict of interest

• Does not contribute to personal fi nancial gain

• Does not add additional cost to the Company

• Does not interfere with the Company’s business

• Is not detrimental to the Company

2] All electronic and telephonic systems and communications transmitted by, received from, or stored in the systems are the property of the Company. These systems and communications are proprietary and may be, or contain, trade secrets and are to be held in the strictest of confi dence by you and shall not be released or communicated to any person or entity outside the Company.

3] You are not authorized to access, open, or delete individual fi les, mailboxes, messages, or other electronic transactions unless authorized by a Vice President or the individual owner of the fi le.

4] E-mail transactions are logged and tracked for telecommunications management purposes, to monitor traffi c loads and identify cost variations. The contents of messages are not customarily monitored, but it is technically possible. In practice, this would only occur in exceptional circumstances, such as a legal requirement to do so or in the course of an investigation triggered by a serious impropriety.

33

C] Authorized Access/Security/Privacy

Generally, the internal safeguards established by the Company and the use of passwords are designed to protect the confi dentiality of information exchanged over these networks. These safeguards are not foolproof and you should be aware that there is no guarantee of confi dentiality.

1] The primary responsibility for ensuring the confi dentiality of personal communications lies with you. You should use passwords to prevent unauthorized access to fi les and should observe procedures that prevent others from viewing materials on screen.

2] To abuse access privileges or passwords by unauthorized entry into another employee’s system or fi les or into the Company’s internal or external networks is prohibited.

a] The Company reserves the right to access all levels of password-protected applications and/or systems.

3] The distribution of messages or materials, which are not consistent with the policies for appropriate workplace conduct, is subject to appropriate disciplinary action, up to and including termination. In some cases, the abuse of access privileges may be illegal and the violator may be subject to legal penalties.

4] E-mail messages are the same as written messages. Written documents can be subpoenaed and used in a court of law as evidence. Accordingly, confi dential matters should be marked appropriately and/or sent only via hard copy.

5] Under no circumstances are you authorized to use the mailbox of another employee for transmitting a message that appears to be from that staff member. Likewise, attempting to access the voice mail or e-mail messages of another employee, without his/her consent or authorization, is a violation of company policy and subject to disciplinary action, up to and including termination.

6] In the use of external communications, such as Internet, etc., you need to be aware that information communicated may be intercepted and accessed illegally. Therefore, these users should take the following precautions to protect against security violations:

• Never give access or passwords to anyone

• Never transmit electronically Company confi dential information

7] Changing security or access permission rights to any network communication system is strictly prohibited.


D] System Security after Employment

1] When you leave the Company for any reason, your supervisor is responsible for:

a] Inventorying all electronic communication devices to ensure that they have been returned and in proper order.

b] Notifying the appropriate phone and system administrators in order for your account, name and password to be removed from the system. This should be done at the earliest possible time after you depart.

E] Use of Copyright Protected Material

1] It is against Company policy to use copyright protected material without the proper license.

2] The MIS Department will purchase and manage site licenses for shared software where personal computers networks permit.

3] All computer software installed onto Company computers must be covered by the appropriate software license. Copying software onto Company personal computers without proper license is prohibited.

4] Most text, photographic and graphic materials in books, magazines, external databases and other published sources, including electronic sources, are protected by copyright. The same rules apply to articles or other information that is obtained through e-mail.

5] Reproducing and/or distributing copyrighted material without obtaining the permission of, or purchasing reproduction rights from, the copyright holder is likely to be a copyright infringement. Reproduction and distribution includes electronically scanning, or otherwise copying materials for inclusion in reports, brochures or other documents.

6] Unauthorized use of such protected materials is subject to disciplinary action, up to and including termination.

F] Cellular Telephones/Pagers/Telephones

You are encouraged to utilize corporate, plant, or public telephones as your primary choice of communication to conduct your daily business.

a] Requests for cellular phones and/or pager services are submitted to the Director Purchasing for approval.

b] If you exceed reasonable monthly charges on cellular telephones, you will be

35

considered to be “abusing the privilege” and will be subject to disciplinary action, up to loss of use and reimbursing the Company for excess or inappropriate charges. The Director Purchasing will monitor all charges.

c] A copy of the monthly long distance telephone charges will be retained at each facility and the original sent to the Director Purchasing for reconciliation.

d] Using a cellular phone while operating a vehicle is strongly discouraged. Employees should plan calls to allow placement of calls either prior to traveling or while on rest breaks. If you receive a call while driving you should drive to a safe location on the side of the road and take the call.

G] Internet (World Wide Web)

You are prohibited under all circumstances from using new or existing Internet connections to establish business channels for personal gain.

1] Internet Access

a] You must submit a request to the MIS Department to have the ability to access the Internet via your personal computer. The request must include the business objective of Internet access and the approval of your supervisor.

b] Unless approved by the Vice President MIS, you may not establish Internet or other external network connections that could allow non-company users to gain access to the Company’s systems and information.

c] If you access the Internet, you should realize that your communications are not necessarily protected from viewing by third parties.

d] It will be the responsibility of the department wishing to subscribe to a fee-based service to justify and fund the costs. The Vice President MIS must approve all connections.

2] Business/Personal Use

Diligence should be practiced when using the Internet. The Company’s internal information should not be placed in any location or on machines connected to the public network, unless the persons who have access to that location have a legitimate need-to-know, and appropriate steps have been taken to ensure the confi dentiality of the Company information remains intact.

a] All fi les downloaded from non-company sources via the Internet must be screened


with virus detection software prior to being used. (Call the MIS department on virus detection software.) Downloaded software should be tested in an isolated, non-production confi guration.

b] Contacts made over the Internet should not be trusted with Company information unless due diligence has been performed.

c] The Vice President MIS must approve any use of the Company copyrighted material or trademarked name and logo on the Internet.

d] Personal use of the Internet must be done on personal time only, not on company time. Use of company computing resources for personal purposes on personal time is permissible so long as use is lawful in all respects and does not violate any company guidelines, since the incremental cost of the usage is negligible.

You are prohibited from being involved in any way with using Company-computing resources to obtain pirated software, purloined passwords, stolen credit card numbers, and/or unlawful activity.

You are also prohibited from obtaining text and/or graphic-based sexually explicit images, messages, jokes or cartoons, use of ethnic or religious slurs, racial epithets, or anything that may be reasonably construed as harassing or disparaging to others.

H] Electronic Communications Etiquette and Guidelines

1] The following are encouraged:

a] Using the e-mail system to save money by substituting electronic mail for other forms of communications.

b] Filing information in such a way that it is retrievable by those who need access to it.

c] Using as much tact and courtesy in e-mail and/or voice mail as would be required in a similar note on paper.

2] The following are examples of activities that are prohibited and are subject to discipline, up to and including termination:

• Use of electronic communication tools for personal gain

• Reproducing or distributing copyrighted material without authorization

• Use of electronic communication tools for illegal activity

• Use of electronic communication tools to make unauthorized commitments on behalf of the Company

37

• Use of electronic communication tools for solicitations

• Disclosing or disseminating information that is of a confi dential nature

• Unauthorized entry into another person’s system or fi les

• Use of electronic communication tools to discredit the Company

• Disseminating chain letters

• Disseminating materials that are or could be construed as racial or sexual, or disparaging to others

FALSIFICATION OF RECORDS

Falsifi cation of any company record, report, or benefi t claim is strictly prohibited. Failure to accurately and truthfully fi ll out such documents or to alter or cause them to be altered for any reason is grounds for discipline, up to and including termination. If you have knowledge of violation of this Policy, you are required to notify management immediately.

LEGAL & ETHICAL STANDARDS

The Company expects you to maintain high legal and ethical standards while conducting company business, and to refl ect honesty, integrity, and fairness in your relationships with other employees, suppliers, customers, and the community where we operate.

There is no place for illegal or unethical acts, including the giving or receiving of bribes or other improper payments to customers, suppliers, or any other person or making illegal political contributions. Further, the Company will keep books and records that accurately and fairly refl ect, in reasonable detail, each transaction, asset, and liability. It is the responsibility of management to stress these standards so that they are understood and followed. Violation of this Policy will result in discipline, up to and including termination. Whenever there is a question of whether certain activity or behavior by you or third parties dealing with you is improper, illegal or unethical, the legal counsel should be contacted.

PUBLICITY

In an eff ort to communicate a single, concise, and clear image of the Company, it is necessary to have one source provide data and information on behalf of the Company to inquiries concerning general information.

You will refer inquiries to the Company from press, media, trade magazines, journalists, surveys, suppliers, or others to the Senior Vice President Planning and Marketing.


Company policy prohibits any publicity on behalf of the Company in any media, newspaper, television, trade journals, magazines, radio, etc. No pictures, videotapes, interviews, surveys, audits, or questionnaires on behalf of the Company are authorized without permission from the Senior Vice President Planning and Marketing.

Company marketing eff orts, press releases, and announcements from the corporate offi ce are excluded from this Policy.

SOLICITATION

It is the desire of the Company that you not be bothered or embarrassed at work by requests for contribution or solicitations for anything not related to your employment duties. As such, you may not advertise, solicit, or be solicited for any cause or purpose other than the furtherance of the employer’s business during work time, and in work areas. Distribution of literature by an employee, at any time, in any work area, is prohibited. Work areas do not include break areas, and work time does not include meal or break periods.

UNION FREE

The Company is union free, and it is the Company’s intent to lawfully remain that way. The policies and procedures emphasize open-door practices in which you are encouraged to deal directly with your supervisor or other members of management regarding complaints or concerns. The Company believes your needs and those of the Company are best met by open communications and avoiding the addition of an outside third party.

39

VACATION/LEAVES & AWARDSSECTION FIVE

Employee Assistance Program 46Funeral Leave 40Holidays 40Jury Duty 41Leave of Absence 42Sick Leave 44Vacations 45Holiday Award 46Scholarship Fund 46


FUNERAL LEAVE

For the purpose of this Policy, “immediate members of the family” is defi ned as your spouse, children, stepchildren, parents, brothers, sisters, grandparents, grandchildren, in-laws, or other relatives that are living in your home.

The Company will allow you up to three consecutive days leave with pay in the event of a death in the immediate family, providing you have completed the ninety (90) day probationary period and that the days taken off are ones in which you ordinarily work.

You must attend the funeral in order to be eligible for funeral leave pay. Funeral leave pay will only be paid for scheduled hours lost and will not be counted in computing overtime.

A] If full time, you will be paid at the straight-time hourly rate for each day you would have been scheduled to work.

B] If part time, you will be paid based on your regular rate of pay and the average number of hours worked in the four (4) weeks prior to the death.

If the funeral is out of town, additional time off without pay may be taken with permission of your General Manager.

HOLIDAYS

If you have completed your probationary period and have worked more than thirty (30) hours per week in the four (4) weeks preceding the holiday weeks, you will be eligible for the following paid holidays:

• New Years Day

• Memorial Day

• Independence Day

• Labor Day

• Thanksgiving Day

• Christmas Day

After one year of service you will be eligible for a Personal Day which is awarded on your anniversary date and you have until your next anniversary to use it.

41

Hourly employees must work on the last day scheduled to work before such holiday, the holiday, if scheduled, and on the fi rst day scheduled to work after such holiday in order to qualify for holiday pay.

When the holiday falls on Saturday the preceding Friday will be observed and when the holiday falls on Sunday the following Monday will be observed as the holiday

If an employee works on a holiday, the hours worked will be a straight time. Holiday pay will not be used in computing work in excess of forty (40) hours in a holiday week. If you work on the holiday, the hours actually worked will be used in calculating overtime for the week.

Holidays will be paid on the basis proportionate to the average number of hours worked per week during the four (4) weeks preceding the holiday, not to exceed eight (8) hours.

JURY DUTY

The Company recognizes that it is your responsibility to serve when called for jury duty. Jury duty is not optional and non-compliance may result in a charge of contempt of court.

After one (1) year of employment, if you regularly work more than thirty (30) hours per week, you will be eligible for up to fi fteen (15) days of paid jury service time annually, provided the days are regularly scheduled, normally worked, and are scheduled hours of work missed by you. Jury pay will be at your regular straight-time hourly rate of pay and will be based on the average number of hours worked per week during the four (4) weeks preceding, not to exceed eight (8) hours per day.

All pay received from the court for jury duty will be paid to the Company. Prior to service, you will be required to provide the Company proof of your Summons for Service, as well as time served following service. All checks must be forwarded to the Accounts Receivable Department at the corporate offi ce with an explanation.

If you are released from jury service on any scheduled day, you must report for work and complete your remaining shift. Jury duty pay will not be counted as hours worked for the purposes of computing overtime.

Providing false information on jury duty or failure to turn over payment received from the court for jury duty will result in discipline, up to and including termination.

The provisions of this Policy only apply when you are summoned for jury duty, and do not apply if you volunteer to serve as a juror. Nothing in this Policy should have the intent of limiting the amount of time you may serve.


LEAVE OF ABSENCE

After one (1) year of employment, if you regularly work thirty (30) hours or more per week, you will be eligible for a leave of absence. Such leaves will be without pay or compensation of any sort other than payments made under group insurance disability pay plans or under any Federal or State Workers Compensation program for which you may qualify. Additionally, vacation will not be accrued during such leave. Granting of such a leave is at the discretion of the Company.

Under no circumstance should you be granted a leave of absence to accept other employment. If while on a leave of absence you accept other employment, such acceptance will result in automatic termination.

Your Plant/Department Manager may approve a temporary absence from work without pay for a period of one (1) week or less, and this absence will not require the completion of a Leave of Absence form. Absence from work in excess of one (1) week should be treated as a leave of absence and will require approval as set out below.

TYPES OF LEAVE

A] Medical/Disability Leave

A medical/disability leave of absence may be granted for a period of up to six (6) months. The duration should be the shorter of the estimate by your doctor of the return to work, or whenever you are actually capable of performing the duties of the job. If, after recovery, you spend additional time at home, the nature of the leave changes from a disability leave to a personal leave (e.g. to spend time with a new baby). Refer to FMLA policy on page 25.

B] Personal Leave

A personal leave of absence, made for reasonable periods of time, may be granted for reasons deemed meritorious by management: e.g. to attend school, to perform civic duties, etc. All personal leaves require prior approval by your Plant/Department Manager and the Human Resource Department.

C] Military Leave

If you leave employment, other than a temporary position, for the purpose of military service you will be granted a leave of absence for the period of time you expect to be absent. Participation in all company group insurance plans ends eff ective with the leave begin date and recommences with your fi rst active return to work date. You will retain and be given full seniority time for vacation upon return to employment with the Company.

During a disability leave of absence, you retain your date of employment and shall continue to participate in the Company’s 401(k) and profi t sharing plans and the Company group insurance

43

programs, subject to your full payment of premiums. The qualifi cation for unemployment compensation benefi ts while on an approved leave of absence will result in automatic termination.

During a personal leave of absence, you will be able to continue participation in the Health Care Plan under the terms of the Consolidated Omnibus Budget Reconciliation Act (COBRA). If you do not elect coverage under the terms of COBRA, and do not subsequently pay required premiums on a timely basis, health care coverage will be deemed to have terminated on your last day of active employment. Coverage under the Life and either the Short or Long Term Disability Plans are not available during a personal leave of absence. Insurance benefi ts are available immediately upon return to work. You must notify the Human Resource Department of your return.

With the exception of a FMLA leave, the Company will not be obligated to hold a specifi c job open for more than the fi rst thirty (30) days of a leave of absence. Moreover, the granting of a leave of absence does not guarantee the availability of employment at the end of the leave of absence, and such re-employment will be solely at the discretion of the Company. The timely return from an approved leave of absence of more than thirty (30) days will result in your being given the fi rst available opening for which you are qualifi ed, provided that such opening occurs within ninety (90) days of your availability to return to work.

When you are granted a medical/disability leave of absence for up to six (6) months and return to duty prior to that time, you will be permitted to go back on a leave of absence so long as the second leave does not exceed the expiration date of the fi rst leave. Requests for leaves beyond six (6) months are subject to extension requests as outlined above.

When you take a leave of absence and return prior to, or on the expiration date and then request a second leave of absence, it will not be considered until twelve (12) calendar months have expired from the granting of the fi rst leave of absence.

Leave of absence requests based on a false reason, given by you, will result in automatic termination upon discovery of such falsity.

An application for leave status submitted by you is regarded by the Company as a request that you maintain an active status during the period of leave with the intention to return upon expiration of the leave. Failure to return to employment on the fi rst work day following the last day of such leave will result in automatic termination (voluntary quit), eff ective on the date designated to return to work.

All leave of absence forms should be completed in advance of the anticipated absence. In the case of emergency absence, the form should be completed in a timely manner.

Return to work following medical/disability leaves of absence will be subject to physician certifi cation at your expense. The certifi cate should state that you are physically capable of performing the duties of the job to which you will be assigned. Return to work following military leaves of absence will be granted provided you notify the Company of your intention to resume


your job within ninety (90) days of your release from service, or from hospitalization following discharge, but continuing for no longer than one (1) year.

SICK LEAVE

After one (1) year of continuous employment with the Company, non exempt employees who average thirty (30) hours or more per week, will be eligible for sick leave. Sick leave is defi ned as absence with pay for time lost as a result of non-work related injury or illness. After one (1) year of continuous employment, you accrue two (2) hours of sick leave during each month in which you work one hundred twenty (120) hours or more. You may accrue up to eighty (80) hours of total sick leave benefi ts. The number of sick leave days available is not intended to establish a guideline for acceptable attendance.

Employees will be eligible to use paid sick leave on the fi rst scheduled day he/she is absent from work due to personal illness, provided they have sick leave hours accrued. Sick leave may not be used to care for illnesses of family members unless dictated by State law. Paid sick leave will be considered an absence under the Attendance Policy. For any sick leave period over (2) days, the employee must present to his/her supervisor a physician’s statement certifying the employee may return to work, and/or identifying any physical restrictions the employee may have.

When absence is due to a non-work related illness or injury, you must notify your supervisor at least thirty (30) minutes before your scheduled shift. You must call in each day that you are going to be absent. Failure to call in for three (3) consecutive days will be considered voluntary termination of employment. Your Plant/ Department Manager must approve any exceptions to this rule.

Sick leave benefi ts will be paid straight time. Sick leave payment will not be used in calculating overtime. Sick leave pay cannot be used in conjunction with paid holidays or vacation.

You will not be paid for any unused sick leave at termination or after resignation notifi cation is received.

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VACATIONS

All employees must complete six (6) months of continuous service to be eligible for vacation pay. Vacation is earned and taken on an anniversary date basis and shall be taken only after it is earned. Employees will be authorized to carry over any earned but unused vacation time from their anniversary date in one year to the next up to a maximum accrual of 80 hours.

Any accrued vacation in excess of 80 hours shall be forfeited with no employee being allowed to carry over any more than 80 hours from one year to the next.

Employees will earn vacation based on his/her normally scheduled workweek during the previous anniversary year. Vacation pay is computed at the rate being earned at the time of the vacation or upon separation.

Vacation will be scheduled at the convenience of the employer, and no employee may have more than two (2) consecutive weeks of vacation without written authorization from his/her or Plant/ Department Manager. Requests must be submitted two weeks in advance of the vacation start date.

If a company-recognized holiday occurs during a vacation period, the employee will be given an additional day’s vacation in lieu of the holiday.

Employees may only take individual days for one (1) week of vacation, otherwise vacation is to be taken in forty (40) hour increments. The President and CEO must approve exceptions.

When an employee resigns prior to taking vacation, s/he should be paid for all earned vacation which could have been taken at the time of separation, provided the employee leaves in good standing after giving not less than two (2) week’s notice.

Salaried employees are expected to fi ll out a vacation slip and submit it to payroll before taking vacation. Employees who fail to submit vacation slips within a reasonable time period will be subject to discipline, up to and including termination.

The vacation schedule is as follows:

• During your fi rst year of employment (after 6 months of continuous service) you will accrue at a rate of 40 hours per year

• From you fi rst anniversary date until your fi fth anniversary date you will accrue at a rate of 80 hours per year.

• From your fi fth anniversary on you will accrue at a rate of 120 hours per year.

• Eff ective 9/1/10 employees with 10 years of service will accrue at a rate of four (4) weeks per year.


HOLIDAY AWARDS

Years ago, we handed out turkeys or hams at the holidays. As the number of locations and employees continued to grow, this was no longer practical and we switched to gift cards.

We’ve listened to your feedback and are pleased to make the following change.

Beginning in December, you will receive a check each year which will combine the holiday gift card and service award programs. The check will be for $50 for the fi rst year you completed work-ing for Millard, plus $5 for each additional year of service. For example, if you have fi nished 5 years with the company, you will receive a check for $70.

SCHOLARSHIP FUND

As Larry Larsen was building this company, it was his belief that hard work and a desire to be the best would result in success in business and in life. In his honor, the company is pleased to provide the Larry A. Larsen Memorial Scholarship Fund to assist employees and their dependents in their pursuit of higher education. It is our hope that the scholarship program will keep the spirit of Larry’s example alive. If you or your dependents are interested in applying please contact the HR Department for an application.

EMPLOYEE ASSISTANCE PROGRAM

Balancing work, life and family can sometimes be overwhelming. We want to help. Millard provides an Employee Assistance Program (EAP) for all employees. The EAP provides no-cost, confi dential assis-tance for you and your family. No problem is too large or too small. Your EAP Counselor will help you assess your concern and identify resources and assistance. The information you discuss with the EAP is kept strictly confi dential. EAP can help with: • Depression • Stress Management • Anxiety • Family Confl ict • Relationship Problems • Financial or Legal Concerns • Alcohol or Drug Addictions • Problem Gambling • Parenting Concerns • Child or Elder Care A professionally trained clinician will assist you with problem identifi cation, analysis and short-term problem resolution. Your EAP Counselor can also refer you for an in-person assessment at a location that is convenient to your home or work. In addition, your EAP Counselor can provide a referral for ser-vices covered by your health insurance benefi ts or to community resources/self-help groups. Referrals are also available to specialized resources for elder or child care, legal or debt management questions. You can access the program via phone or the internet. For a complete summary and instructions on how to contact the EAP, go to the employee benefi t section of the Millard web page at www.millardref.com or contact the HR department.

47

EMPLOYEE RESPONSIBILITIESSECTION SIX

Accidents/Injuries 48Appearance Standards 48Attendance 50Absences 51Attention to Duty 52Customer Service 52Dual Employment 53Employee Conduct 53Fraternization Policy 54Membership in Civic Organizations 55Negligence 55Personal Character 55Personal Property 56Political Activities 56Use of Equipment 56Use of Personal Vehicle for Company Business 57Reimbursement 58Use of Cell Phones/Audio Equipment 58


ACCIDENTS/INJURIES

Accidents involving personal injury to any individual, or damage to property, should be reported to a member of management as soon as possible following the incident. This information is confi dential and should not be discussed with anyone other than management, unless authorized by the Company’s Legal Department. An incident investigation report must be completed as soon as possible, by plant management to record the details of the alleged incident, and forwarded to Risk Management.

All injuries or accidents should be reported to your immediate supervisor, regardless of the nature or severity. All injuries should be recorded on the Employer’s First Report of Injury or Illness report. Failure to report an accident within 24 hours will result in discipline, up to and including termination.

All reportable accidents or injuries will require that you submit to a mandatory post accident drug/alcohol/inhalant test.

APPEARANCE STANDARDS

The Company expects you to maintain a neat, clean, business-like appearance during working hours. Your immediate supervisor will be responsible for ensuring compliance to this Policy. Clothing and behavior will be appropriate for conducting business in an effi cient and professional manner. Each disciplinary case will be dealt with separately. Millard will comply with all Federal, State and local regulations regarding appearance standards and dress codes.

PINS, LAPEL BUTTONS, AND JEWELRY

A] Corporate Offi ce/Warehouse Offi ce/Offi ce Management/National Sales:

Ornamental jewelry will be stylish but conservative in nature as not to attract undue attention to you. Pins, lapel buttons, tie clasps, earrings and hair ornaments must not refl ect political or religious preference.

B] Warehouse:

For safety and sanitation purposes jewelry is not allowed while on duty.

49

DRESS STANDARDS

A] Corporate Offi ce: Professional Business Attire

Male Suit or sports coat and dress slacks Dress Shirt and necktie Dress shoes Female Suit, dress slacks, dresses, or dress skirts Dress blouse or sweater Dress shoes

Hosiery for both men and women are expected at all times, as is standard foundation for women. Thongs, sandals, open-toed shoes, or spiked heels are not acceptable. Dresses or skirts should be no shorter than halfway up your thigh.

On designated business casual days, the following guidelines should be followed.

Male Dress or casual slacks Collared shirt Dress shoes, loafers, or dress boots Female Casual or dress slacks Casual or dress skirts or dresses Dress or casual shoes

T-shirts, sweat shirts/sweat pants, denim jeans, leggings, tight-fi tting stirrup pants, shorts, and tube or halter-like tops are prohibited.

B] Warehouse Offi ce/Management: Business Casual

Male Dress or casual slacks Collared shirt Dress shoes, loafers, or dress boots Female Casual or dress slacks Casual or dress skirts or dresses Dress or casual shoes

T-shirts, sweat shirts/sweat pants, denim jeans, leggings, tight-fi tting stirrup pants, and tube or halter-like tops are prohibited. Hosiery for both men and women are expected at all times, as is standard foundation for women. Tennis shoes, thongs, sandals, open-toed shoes, or spiked heels are not acceptable. Dresses or skirts should be no shorter than halfway up your thigh.


C] Warehouse/Construction: Casual

All employees Jeans Sweatshirts or t-shirts Steel-toe work boots (required) Protective wear (freezer suit)

D] National Sales:

When calling on a customer, dress is to be professional business attire unless the customer has requested business casual dress. All sales presentations must be done in professional business attire.

GROOMING AND PERSONAL HYGIENE

1] Personal hygiene, including showering on a regular basis, wearing deodorant, and brushing teeth must be practiced for health, personal pride, and Company image. Hair must be clean, neat, and well groomed. All facial hair will be trimmed and maintained. The heavy use of perfume will be avoided.

You must comply with all Federal and/or State laws regarding head or facial hair restraints. See management for details.

If you are in the fi eld, the manager responsible for that area will determine the dress guidelines. In many cases, we will have to adhere to the requests of the customer.

ATTENDANCE

In order to conduct business effi ciently, the Company must be able to depend upon each employee to be present for duty when expected. Absences should be approved in advance, except in cases of illness or other extenuating circumstances. When an absence is due to illness or emergency, the employee should, if possible, notify the appropriate supervisor thirty (30) minutes before the time scheduled to report for duty, or as soon as practical thereafter. Furthermore, the employee should keep the supervisor informed as to when s/he expects to be able to return to work. If the absence is for more than one day a call, by the employee, must be made to the supervisor on a daily basis.

Supervisors are responsible for seeing that his/her subordinates observe this Policy carefully. Recurring or unwarranted tardiness, extended lunch and/or break periods, other unauthorized absences from the employee’s work site during his/her scheduled shift, and leaving work early are causes for disciplinary action up to and including termination. Each employee is responsible for rendering a full and honest shift during a day’s work.

51

Discipline of an employee must be completed fairly, timely, and in accordance with the Company’s Discipline Policy. A Corrective Action form must be completed for each incident at the time of the incident. A copy of the Corrective Action form must be sent to the Payroll Department to be placed in the employee’s personnel fi le.

ABSENCES*

The attendance policy shall be based upon a point system. Each absence will have a point value based upon the impact that absence places on the operation. Absences will remain on an employee’s attendance record for twelve (12) months of the occurrence. After twelve (12) months, the point(s) will not be counted when determining discipline in future absences. When consecutive days are missed for the same reason, such as an illness or an accident off the job, the days missed will be considered one incident. A three day no call no show shall be considered a voluntary termination. An absence of three consecutive days due to the employee being incarcerated shall be considered a voluntary resignation.

Absences in an excess of two (2) days will require a physician’s note. Any absence requiring more than one (1) week will require a leave of absence.

TARDINESS

The Company recognizes that punctuality is essential to the proper operation of all facilities. Tardiness is considered any time that an employee is not at his/her workstation at the start time of the scheduled workday or after a meal or break period.

If an employee is unable to report to work at his/her start time for any reason, s/he must provide notifi cation to the appropriate supervisor thirty (30) minutes before the time scheduled to report for duty.

Tardiness must be accurately monitored and documented by all supervisors. Tardiness is subject to the disciplinary procedure as outlined.

The following outlines the disciplinary procedures for the accumulation and reporting of attendance points:

• 5 Points - Counseling

• 6 Points - Written warning

• 8 Points - Final written warning

• 10 Points - Termination


Points Reason for Absence ½ Tardy, Leave Early, or Partial absence 1 Called off with timely call-in 1.5 Called off with late call-in (less than 30 minutes prior to start time) 2 Absent the day before or after a holiday or vacation 3 Called off late and then a no show 3 No call/No show

Employees will be allowed to earn back points under the following criteria. One point will be earned back for every 90 days that pass with no attendance issues or infractions.

*Managers, with corporate HR approval, may take into consideration the specifi c circumstances surrounding the absences, your overall work record, and length of service in connection with such discipline.

ATTENTION TO DUTY

You are responsible during working hours for devoting your full attention and best eff orts to the duties of your position. If you are hindering or limiting normal operations or interfering with another employee’s work, it will not be tolerated and you will be subject to discipline, up to and including termination.

If suffi cient work is not available to fully occupy your time, you should advise your supervisor. Unnecessary idleness, wasting time, or failure to be at work on an assigned task will not be permitted. The Company reserves the right to discharge immediately for ineffi ciency, inability to perform the job, or lack of qualifi cations.

CUSTOMER SERVICE

The Company is committed to providing fi rst-quality services to each of our customers. Therefore, you are responsible to render prompt, effi cient, and accurate service to our customers.

You are expected to use discretion, tact, diplomacy, and courtesy in the course of your dealings with customers of the Company. All communication with our customers, whether it is face to face, in memo or letter form, or through electronic communication, must display the highest levels of courtesy and professionalism. The way you respond to our customers is a direct refl ection on the quality and professionalism of the Company.

It is not possible to publish precise rules of conduct for every situation you may encounter in the course of doing business. Infractions of the general rules of courtesy may be grounds for discipline, up to and including termination.

53

DUAL EMPLOYMENT

It is contrary to Company policy to hold two jobs within the Company, or work in a second position that infringes upon the time or performance of employment with the Company. Furthermore, a second job may create a confl ict of interest. If hourly, you must inform your supervisor of your intention to work a second job. Your supervisor will determine if there is a confl ict of interest where you might hold a second job and whether employment with the Company may be continued.

Company executives and supervisory/salaried jobs are full-time jobs, as such regular employment with any other organization is prohibited.

EMPLOYEE CONDUCT

The Company expects you to conduct yourself in a positive and professional manner. Violations of accepted, well-known, common sense rules cannot be tolerated.

Although it is impossible to state a rule for every situation or course of conduct, one should expect termination for the following examples of misconduct:

• Theft, attempted theft or knowledge of theft and failure to report

• Cheating

• Dishonesty

• Falsifying or misrepresentation of records or reports

• Unlawful conduct

• Use of abusive or threatening language

• Fighting

• Willful destruction, misappropriation or misuse of Company property or time

• Insubordination or disobedience of the lawful instructions of the Company or your supervisor

• Excessive absenteeism or tardiness

• Illegal gambling at work

• Discourtesy towards others

• Hindering or limiting normal operations

• Interfering with another employees work

• Incompetence, neglect of duty, or unsatisfactory work


• Possession of weapons on Company property

• Horseplay or practical jokes

• Violations of the Company’s Substance Abuse Policy

• Harassment or sexual harassment of other employees or violation of the Company’s Sexual Harassment Policies

• Violation of State and/or Federal laws

• Disregard of Safety Procedures

• Walking off the job without authority

It must not be implied that the foregoing list contains all Company rules that are, or may be, in eff ect; neither should it be believed that any omission from the list implies permission. Moreover, the Company expressly reserves the right to modify or delete any policy contained herein without notice.

FRATERNIZATION POLICY

Fraternization refers to social relationships between employees away from the workplace. The Company has no desire to involve itself in your private life away from the workplace, unless such social relationships aff ect workplace performance.

A] Fraternization, including employees living together, usually does not cause problems when neither employee is in a supervisory or lead person capacity. However, when you are in a direct superior/subordinate relationship, perceptions and allegations of favoritism or discrimination can have a signifi cant negative impact on the morale and performance of one or more employees or departments, as well as cause potential legal problems for the Company.

B] The Company will not allow managers, supervisors, lead persons, or any other employees giving work directions, to date or have personal relationships with any subordinate. We are not forbidding managers, supervisors, lead persons, or any other employees giving work directions, to occasionally have social contact with non-supervisory or subordinate employees. Conversations at picnics, participation in bowling or golf leagues, and even an occasional lunch together can help in the overall work atmosphere. However, when the relationship develops with just one or two subordinates, it is diffi cult to avoid the appearance of favoritism. Charges of discrimination or sexual harassment against the Company may also result.

C] Cases of fraternization will result in discipline, up to and including termination, against the manager, supervisor, lead person, or any employee giving work directions, involved in the relationship.

55

D] All managers, supervisors, lead persons, and any other employees giving work directions need to be aware of the concerns of fraternization and the possible impact on our workplace. The Human Resource Department should be immediately advised should a relationship develop in violation of this policy. In case of an employee job transfer to an area which is supervised by a person you are, or have been involved with in a personal relationship, it is the responsibility of that manager, supervisor, lead person, or person giving work direction, to notify your Plant/Department Manager or the Human Resource Department of this relationship before the transfer occurs so other transfer arrangements can be made.

MEMBERSHIP IN CIVIC ORGANIZATIONS

Uncompensated membership in, or association with, other public or private organizations is beyond the scope of this Policy. However, memberships or associations which create the appearance of a confl ict of interest should be avoided.

NEGLIGENCE

If you are negligent in the performance of your duties, or are careless in workmanship with the result that Company funds are wasted, work hours are uselessly expended, or supplies, equipment, or facilities are wasted, you will be subject to discipline, up to and including termination.

PERSONAL CHARACTER

The Company requires that you be honest, reliable, trustworthy, and of good character and reputation in your private and public life. The Company will consider factors of character in determining your suitability for continued employment, and will separate persons failing to meet the requirements of good character and reputation.

Acts that fail to meet the requirements of good character and reputation may include, but are not limited to; theft, cheating, dishonesty, unlawful conduct, use of abusive or threatening language, fi ghting, and insubordination. Violations of character will be subject to discipline, up to and including termination.


PERSONAL PROPERTY

Personal property is your responsibility. Items of signifi cant value should not be brought into the work place. Property owned by you, which is brought into the work place and is damaged or stolen, is not covered under the Company’s insurance policy and the Company shall not be liable for such loss. Where possible, you will be given a locker and a lock for storing personal property while you are working. The Company reserves the right to conduct periodic searches and checks of lockers, personal belongs (such as purses, bags, lunchboxes, etc.), and/or automobiles by management, or their designate at any time on Company property, without notifi cation. Your employment with Millard is your implied consent to such searches.

POLITICAL ACTIVITIES

The Company recognizes your right to play an active role in the political process. However, if you participate in this process, you do so as an individual, and not as a representative of the Company. Any involvement in the political process must be done on your own time. Consultation with the CEO of the Company is required before accepting a political appointment or running for elected offi ce.

Corporate contributions for political activities are prohibited. You and the Company are prohibited from making political contributions with company funds. In addition, no contribution can be made for the purpose of infl uencing any act or decision of a political candidate or elected or appointed government offi cial in your political or governmental function. You bear the responsibility of taking reasonable steps to insure that Company funds are not used for purposes in violation of this Policy.

Violations of any law pertaining to activities set forth in this Policy may subject the Company and you to substantial fi nes or imprisonment. The Company will not pay your fi nes.

USE OF EQUIPMENT

Property owned by the Company, or property of others for which the Company is responsible, may not be used for the personal purposes of you or a group of employees, unless the Vice President responsible for the property specifi cally permits such use. In no event shall the Company’s property be used for personal profi t or gain.

When a piece of equipment is assigned to you or in your control, it is your responsibility to see that it is properly cared for. Abuse, improper use, careless handling and/or storage of equipment that results in damage or loss of the equipment will result in disciplinary action up to and including termination.

57

All property, including but not limited to; land, buildings, facilities, equipment, supplies, or labor, belonging to the Company or for which the Company is responsible, is to be used solely for business purposes, with the exception noted above.

Failure to comply with this policy will result in discipline, up to and including termination.

USE OF PERSONAL VEHICLE FOR COMPANY BUSINESS

You may use personal vehicles for business related errands in town, or business travel to another city. The following rules apply to your use of your own vehicle on company business.

You may drive on company business if you meet all of the following criteria:

A] You are 18 years of age.

B] You hold a valid driver’s license.

C] You are insured to drive the vehicle.

D] You are alert and free from any impairment from alcohol or drugs.

E] You are authorized by your supervisor.

A vehicle may be operated on Company business if it meets all of the following criteria:

A] The vehicle is in safe operating condition.

B] The vehicle contains a current vehicle registration.

C] The vehicle is insured.

You must meet the following minimum driver regulations:

A] You and passengers are required to wear seat belts at all times.

B] You will obey all traffi c rules, and will drive courteously and safely.

C] You will immediately report to your supervisors any:

• Traffi c citations received

• Changes in drivers license status (suspension, revocation, restriction, etc.)

• Lapse or termination of automobile insurance coverage or registration


• Incident involving the use of the car, whether it results in any personal injury or property damage, and regardless of whom is at fault. Accidents that result in personal injury to you should be reported on an Employer’s First Report of Injury or Illness report as soon as possible

D] No passengers are permitted in any vehicle on Company business except:

• Other on-duty employees• Customers• Off –duty employees, friends, or relatives of the driver, etc. as approved by a

corporate offi cer. Such passengers will ride at their own risk

E] Smoking is prohibited in Company owned vehicles.

REIMBURSEMENT

On business related errands in town, or business travel to another city, you will be paid for your time spent driving to work, from work, and while performing Company business. You will receive mileage reimbursement at a rate per mile pursuant to the Company’s Travel Policy. When submitting mileage reimbursements the distance of your normal daily commute should not be included in the mileage calculations. The mileage reimbursement is to cover all vehicle operating costs such as fuel, maintenance, insurance, vehicle repairs, etc. The Company will not reimburse you for any other costs, such as vehicle repairs (collision or mechanical) experienced as the result of driving on Company business, regardless of fault or cause.

USE OF CELL PHONES/AUDIO EQUIPMENT

The use of personal cell phones or audio equipment while at work may present a hazard or distraction to the user and/or co-employees. Therefore, this policy is intended to ensure that personal cell phone/audio equipment use while at work is both safe and does not disrupt business operations.

Unless otherwise authorized in advance by a Supervisor, employees may only use personal cell phones/audio equipment while on a Company authorized break or lunch. Further, to the extent authorized or as the circumstances may warrant, cell phone use should be limited to making telephone calls.

In addition to telephone service, many cell phones or cellular providers off er a host of additional functions and/or services beyond typical telephone service, including, without limitation, text messaging, internet access and digital photography. It is not possible to list all of the services that are now – or may become – available. Whether enumerated or not, employees are strictly prohibited from using any of these services other or additional while at work and on company premises. Violation of this policy will subject an employee to disciplinary action up to and including termination.

59

GENERAL POLICIESSECTION SEVEN

Bulletin Board 60Substance Abuse Policy 60Employment of Relatives 61Employment at Will 61Harassment/Sexual Harassment 62Lay Off 62Resignation 64Smoking/Tobacco Policy 64Transfers 65Violence in the Workplace 65Weapons 66


BULLETIN BOARD

The Company maintains bulletin boards to communicate Company information and to post notices required by law. Any material placed on the board(s) must have the approval of an Offi cer or Plant Manager, and must be restricted to Company related business. The posting of personal notices or solicitation materials on Company bulletin boards or any Company property is strictly prohibited.

SUBSTANCE ABUSE POLICY

Substance abuse in the workplace is a major concern. It adversely aff ects the health, safety and productivity of all employees. The object of the Company’s Substance Abuse Policy is to provide a safe and productive place for all employees, to comply with all drug-free workplace laws and to prevent accidents.

The unlawful manufacture, distribution, dispensing, transportation, sale, purchase, or use of alcohol, illegal drugs, inhalants, or controlled substances (including look-alike drugs) or the illegal or unauthorized use of prescription or over-the-counter drugs or other substances or the misuse or abuse of inhalants on Company property is prohibited. All employees are subject to alcohol/drug/inhalant testing by the Company as a pre-employment qualifi cation, following any work-related accident or near miss that an employee causes, or is involved in, or which causes personal injury to you or any other employee. All testing shall be conducted in accordance with the applicable laws and regulations, of the state where the tests are conducted, and the results of such testing shall be kept confi dential. For further details regarding testing procedures and methodology, please contact the Human Resources Department. Refusal to submit to or cooperate in the administration of a required alcohol, drug or inhalant test shall be presumed by the Company to be a positive test result, and will result in discipline, up to and including termination, subject to applicable State Laws.

Searches of your vehicle, personal property, locker, purse or any other personal belongings located anywhere on Company property or parking areas may be conducted by the Company at any time and without notice. Consent to such searches is required as a condition of employment and failure to consent or cooperate in a search will result in disciplinary action, including termination.

Violation of this Substance Abuse Policy will subject you to disciplinary action, up to and including termination of employment. If you have any questions or need any further information about the Substance Abuse Policy, please consult your supervisor, the Human Resource Department or the Policy Manual.

61

EMPLOYMENT OF RELATIVES

For purposes of this Policy, “relatives” is defi ned as your spouse, children, stepchildren, parents, brothers, sisters, grandparents, grandchildren, in-laws, or children of any of the above.

The Company recognizes and appreciates the desire of relatives to enter employment with the Company.

However, as a matter of general policy it is not considered to be in the best interest of the Company, you, or prospective employees when relatives are employed in the same department, section or warehouse without the prior approval of the Human Resource Department. Further, no relatives shall be employed under the direct supervision of a relative or in positions where workfl ow relationships could jeopardize sound management or fi nancial controls.

Exceptions are made only in the following situations:

• The available job requires special professional or craft training and the relative applying is unquestionably the best qualifi ed of the available applicants

• The position to be fi lled is temporary and not to last more than three months

• Employees marry during their employment and a transfer to another plant is impossible

The C.E.O. must authorize employment pursuant to the foregoing exceptions in writing.

EMPLOYMENT AT WILL

It is the Company’s policy that you are employed at will. No policy or provision in this Manual is intended to create a contract, express or implied, binding you or the Company to an agreement of employment for a specifi c period of time. You are employed for an indefi nite period and are subject to termination at any time for any reason with or without cause or notice. You may terminate your employment at any time and for any reason.

No representative or agent of the Company, other than the CEO, can authorize or sign an employment agreement contrary to this policy or otherwise make any binding off er of employment for a specifi c term. None of the statements contained herein are to be considered representations or warranties of the Company, and any portions of this Handbook or the Policy Manual may be modifi ed or terminated by the Company at any time at it’s discretion and without notice.


Completion of a probationary period does not change your status as an “employee at will” or in any way restrict the Company’s right to terminate you or change the terms or conditions of employment.

HARASSMENT/SEXUAL HARASSMENT

The Company has a strict policy prohibiting harassment, including sexual or any other type of harassment. Unwelcome advances, requests for sexual favors, sexist or suggestive remarks, obscene objects, gestures, pictures, comments, slurs, jokes, and other verbal or physical conduct of a sexual nature constitute sexual harassment when:

• Submission to such conduct is made either explicitly or implicitly a term or condition of your employment

• Submission to or rejection of such conduct is used as the basis for employment decisions aff ecting you or

• Such conduct has the purpose or eff ect of unreasonably interfering with your work performance or creating an intimidating, hostile, or off ensive working environment

The Company will not tolerate such conduct. Violation of this policy is cause for discipline, up to and including termination. If you knowingly, falsely allege a violation of this policy, you are also subject to discipline, up to and including termination.

If you feel that you have been legitimately subjected to harassment of any type, whether by a co-worker, supervisor, or agent of the Company, or if you know of any other employee who has been subjected to harassment, you should promptly report the incident to the Human Resource Department. The Human Resource Department will take the appropriate measures to fully and fairly investigate, resolve, or correct the situation in an expeditious manner.

The Company will not tolerate acts of retaliation or intimidation against you if you report a complaint or provide a witness statement during its investigation. Reports of alleged harassment and witness testimony will be accorded reasonable confi dentiality and should be promptly reported to the Human Resource Department.

LAY OFF

The Company makes every eff ort to ensure proper staffi ng for the level of work available. Through such eff orts we are normally able to adjust our workforce to meet work demand without reducing the number of employees. However, on rare occasions, and for reasons out of the control of the company, it may be necessary to decrease the number of employees employed in a facility. This policy is a guideline for such occasions when a reduction in the number of employees is necessary.

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In any decrease of the workforce, temporary and probationary employees will be the fi rst to be laid off .

Temporary Layoff :In temporary layoff s (those scheduled to last thirty (30) days or less), seniority by job classifi cation will be the factor in determining which employees will be retained, provided that the employees have clearly demonstrated their ability to successfully perform all phases of the job to be performed.

Permanent Layoff :When it becomes necessary to decrease the work force permanently, the following factors shall be considered in determining which employees will be retained:

1] Demonstrated job performance, skill and profi ciency in the particular work available.

2] Attendance and Discipline history (previous twelve (12) months).

3] Seniority within job classifi cation.

When and where items 1 and 2 above are relatively equal between two or more employees, seniority by job classifi cation will be the determining factor.

The Company shall be the sole and fi nal judge of an employee’s job performance, skill and profi ciency.

Whenever the work force is to be reduced via a temporary or permanent layoff , aff ected employees (employees to be displaced) will be given as much notice as possible by the Company, but in every case at least twenty-four (24) hours in advance of the last day the employee is scheduled to work.

Recall/ Reinstatement:If an employee who is laid off pursuant to this policy is recalled to work with the Company within six (6) months of the date of such layoff , that employee’s record will show no break in service and their pay and benefi ts will be reinstated to the levels at the time of the layoff (unless wage and benefi t levels changed during the time on layoff ). During the time of layoff , COBRA rights will be off ered for Health/Dental/Vision insurance that was in place prior to the layoff (see COBRA policy 6.2). When contacted for recall/reinstatement by the Company, via certifi ed mail, an employee on layoff must agree to return no later than one (1) week from the date contacted. It is understood that the shift and/or hours available, at recall, might not be the same as those at the time of layoff . Failure to return within a week will be considered job abandonment and will thus remove the employee from further recall/reinstatement consideration. Employees on layoff for a period over (30) thirty days will be subject to drug/alcohol testing in accordance with Company policy as a condition to reinstatement.


RESIGNATION

If you resign from the Company, a written resignation must be submitted to management at least two weeks prior to termination date. The written resignation must contain the last day of employment, the reason for leaving, your signature, and the date the resignation was submitted.

You are required to return all company property to Management. Management is responsible for distributing the Exit Interview Questionnaire, updating personal information, and forwarding the Exit Interview Questionnaire and termination paperwork to the Human Resource Department.

If you do not provide the Company with a two (2) week notice of termination, you forfeit all accrued vacation, if allowed under state law.

You will have the fi nal paycheck mailed to the address on fi le. Your access to company property will be the same as other visitors.

SMOKING/TOBACCO POLICY

For purposes of this Policy, “premises” is defi ned as all company buildings, private offi ces, training or conference rooms, break-rooms, lobbies, hallways, stairwells, elevators, parking lots, and all other public areas.

The Company is committed to providing a comfortable, healthy, and productive work environment for you. Because smoking and second-hand smoke pose defi nite health hazards, smoking will be permitted on company premises only within those areas identifi ed by management and posted as designated smoking areas. Smoking will be prohibited on company premises in areas not specifi cally identifi ed or designated for such purposes, as well as in Company owned vehicles.

Likewise, the Company is committed to a clean and sanitary work environment. As such, use of smokeless tobacco is prohibited except in areas specifi cally identifi ed or designated for such purposes.

You will be held responsible for adhering to this policy. Violation of this Policy will result in discipline, up to and including termination.

TRANSFERS

The Company may pay for your non-management position relocation when you are transferred for the benefi t of the Company, and when travel to the newly assigned duties and location would make commuting impractical. In general, your new permanent work location must be more than fi fty (50) miles further from your home than the previous permanent work location. Physical relocation of your primary residence to the community of a new assignment should occur within a

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reasonable time, not to exceed thirty (30) days, after the report date at the new location. Additional thirty (30) day extensions may be granted in cases where the sale and purchase of a home or special family considerations are involved. This Policy applies to moves of a permanent nature, not for temporary assignments. New hires are generally not covered by this Policy. Any variation to this Policy must be approved in advance by the CEO unless otherwise indicated.

VIOLENCE IN THE WORKPLACE

The Company does not tolerate acts of workplace violence committed by or against you. The Company strictly prohibits you from making threats or engaging in violent acts.

A] Prohibited Conduct includes, but is not limited to:

• Injuring another person physically

• Engaging in behavior that creates a reasonable fear of injury in another person

• Engaging in behavior that subjects another individual to extreme emotional distress

• Possessing, brandishing, or using a weapon while on Company premises or engaged in Company business

• Damaging property

• Threatening to injure an individual or damage property

• Committing injurious acts motivated by, or related to, domestic violence or sexual harassment or hate or racially motivated crimes

B] Guidelines for Handling Violent Situations

If a violent incident occurs, contact the local law enforcement offi ce immediately, and then contact the Human Resource Department.

C] Support for Victims of Violence

Victims of violent incidents in the workplace might have to contend with a variety of medical, psychological, and legal consequences. The Company accommodates victims of workplace violence by:

• Referring victims to appropriate community resources, such as medical centers, counseling services, victim advocacy groups, legal aid, and domestic violence shelters

• Providing fl exible work hours or short-term or extended leave

• Cooperating with law enforcement personnel in the investigation of the crime and the prosecution of the off ender


• Providing a debriefi ng for employees after a serious violent occurrence to explain what happened and what steps are being taken by the Company to support aff ected employees

D] Enforcement

The Human Resource Department will immediately investigate any reported violence, harassment, or threats committed on company premises.

If you commit violent acts or otherwise violate this policy, you are subject to discipline, up to and including termination.

The Company will seek the prosecution of all of those who engage in violence on its premises or against you while you are engaged in company business.

WEAPONS

Irrespective of any license or authority, you, whether working or not, may not possess or use weapons, dangerous articles or articles that resemble their likeness, and/or dangerous substances in Company buildings or on Company property. Specifi c Federal, State and local regulations govern possession or distributions of dangerous articles and dangerous substances and are subject to criminal prosecution. If you violate this policy, you should be reported to management immediately and are subject to discipline, up to and including termination.

The CEO and General Counsel must approve any exceptions to this policy in writing.

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INDEX

401(k) Plan 27, 28, 43

Absences 25, 50, 51, 52

Accidents/Injuries 48

Accuracy of Paychecks 20

ADA 22

Appearance Standards 48, 49, 50

Attendance 18, 44, 50-52, 63

Attention to Duty 52

Bulletin Board 60

Classifi cations of Employment 15

COBRA 23, 43, 63

Company Provided Clothing 24

Confi dential Information 13, 30-37

Confl ict of Interest 30-32, 53, 55

Customer Service 52

Substance Abuse Policy 48, 54, 60

Dual Employment 53

Electronic Communication 31, 34, 36, 37, 52

Employee Assistance Program 46

Employee Conduct 53

Employment at Will 61

Employment of Relatives 61

Equal Opportunity 11, 22

Falsifi cation of Records 37

FMLA 24, 25, 42, 43

Fraternization Policy 54

Funeral Leave 17, 40

Grievance Procedure 11, 12

Harassment/Sexual Harassment 36, 54, 62, 65, 66

Health and Medical Insurance 23, 25-27, 63

Holidays 17, 40, 41, 43

Holiday Award 46

Jury Duty 17, 41

Lay Off 62, 63

Leave of Absence 42, 43, 51

Legal and Ethical Standards 37

Meals and Break Periods 16


Membership in Civic Organizations 55

Negligence 55

Overtime 15-17, 40, 41, 44

Payroll 17-20, 45, 51

Personal Character 55

Personal Property 56, 60

Personnel File 12, 13, 24, 51

Political Activities 56

Privacy Practices 28

Probationary Period 15, 17, 18, 40, 62

Publicity 38

Reimbursement 18, 24, 28, 58

Resignation 44, 51, 64

Scholarship Fund 46

Section 125 28

Sick Leave 44

Smoking/Tobacco Policy 64

Solicitation 37, 38, 60

Time and Attendance Recording 18

Transfers 65

Union Free 38

Use of Equipment 56

Use of Personal Vehicle for Company Business 57

Vacations 45

Violence in the Workplace 65

Weapons 54, 66

Work Week/Hours of Work 20

EMPLOYEE ACKNOWLEDGEMENT FORM

I have received a copy of the company’s Employee Handbook. The handbook describes some of the current policies, practices, and benefi ts of the company. I understand that no handbook can describe all of my obligations to the company or all of the company’s obligations to me. I agree to consult with my supervisor whenever I have questions concerning my employment, my obligations, or my benefi ts.

I also understand that business conditions can change. Therefore, the company has reserved the right to change any of the policies, practices, or benefi ts that are described in the handbook, at anytime, without prior notice to me or to other employees.

I understand that this handbook does not change my status as an at will employee. I understand that my employment with the company is entered into voluntarily and am free to resign at anytime. Similarly, the company is free to conclude the employment relationship at anytime with or without cause.

EMPLOYEE SIGNATURE

EMPLOYEE NAME PRINTED

WITNESS

DATE

SOCIAL SECURITY NUMBER

DATE

Version 01/01/2012

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