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HOURLY RESTAURANT ASSOCIATE HANDBOOK

Oregon

(Employee keeps)

August 2012

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Our History - Applebee’s Neighborhood Grill & Bar

The first Applebee’s opened in 1980 in Atlanta, Georgia as T.J. Applebee’s Edibles & Elixirs, a neighborhood bar and restaurant. “I had five partners, mortgaged my house and borrowed $50,000 to open the first restaurant”, said Bill Palmer, the founder of the Applebee’s concept, who together with his investors watched their dream become a reality.” “At first we had 17 tables and a long wait. We added another nine

tables and an atrium and sales doubled. Then, it just kept evolving. I knew we had something when the aggressive growth began. It took us ten years to open the first 100 – now we open more than 100 each year”, said Palmer. Palmer sold the Applebee’s concept to W.R. Grace in 1983, but remained one of the company’s most active franchisees. Applebee’s International, Inc. was created in 1988 when Midwestern franchisees Abe Gustin and John Hamra purchased the 54-unit concept from W.R. Grace.

Applebee’s quickly made a name for itself in the restaurant industry thanks to the resolve of Gustin. He believed he could aggressively franchise a casual dining restaurant, a restaurant that offers table service and a full bar. At the time, only fast food franchising was predominant. Applebee’s pioneered casual dining’s use of smaller restaurant facilities and more recently created a prototype casual dining restaurant for use in smaller communities with populations of 25,000. Applebee’s also led the implementation of market penetration strategies in the casual dining segment, creating a presence in a specific area, and then filling in the market afterward.

Applebee’s localizes each restaurant to reflect the neighborhood in which it operates. Each restaurant’s décor reflects local hometown heroes ranging from local athletes and celebrities to firefighters and other notables. The menu offers a wide range of choices from appetizers and salads to steak, chicken and ribs.

In 2007 Applebee’s International was purchased by IHOP Corp and became Applebee’s Services Inc. This created the largest full service restaurant company in the world. In 2008 Applebee’s, along with IHOP, became part of DineEquity Inc. Applebee’s Services Inc. is headquartered in Kansas City, MO and continues to develop, franchise and operate restaurants under the Applebee’s Neighborhood Grill & Bar brand, the largest casual dining concept in the world. Additional information on Applebee’s Services can be found at their website www.applebees.com.

The Apple American Group Team

Apple American Group LLC is a franchisee of Applebee’s Services Inc. Founded in 2001, Apple American Group LLC (AAG) has grown to 436 restaurants with over 25,000 teammates – and we’re poised to continue growing. We are the largest Applebee’s franchisee in the world. We currently own and operate restaurants in: California and Nevada, Washington, Indiana, Ohio, New Jersey and Delaware, Pennsylvania and West Virginia, Minnesota, Wisconsin,Massachusetts, Rhode Island, New York, New Hampshire, Vermont, Maine, Alabama, Colorado, Georgia, Idaho, New Mexico and Oregon.

On 7/23/10, DineEquity, Inc. announced that it had reached agreement with Apple American Group LLC for the sale of 63 company-operated Applebee's restaurants located in Minnesota and parts of Wisconsin. “We are pleased to have reached an agreement to sell our Minnesota and Wisconsin restaurants to our largest Applebee’s franchisee and one of our best operators, Apple American Group. Apple American is a valuable franchise partner who continues to support our menu, marketing and operations revitalization efforts currently underway and is committed to reinvesting in the brand through new restaurant development, acquisition and restaurant remodel programs,” said Julia A. Stewart, DineEquity’s chairman and CEO. In November 2011, Apple American Group acquired another 66 restaurants in New England. The most recent acquisition brought an additional 99 units including 6 states in which AAG had not yet done business. As growth continues, Apple American remains dedicated to making every location a truly neighborhood restaurant responsive to the needs of each guest, each employee, and each community. Visit our website at www.AppleAmerican.com.

Apple American Group LLC is built on a decentralized business model, which means that each geographic area is led by a Market President. Reporting to the Market President are Area Directors, who are multiple unit operators, responsible for the overall functions of the restaurants in their areas. Reporting to the Area Directors are the General Managers, who are the chief restaurant managers responsible for the overall running of their restaurant. Aiding in the management of the restaurant are Assistant Managers, who are responsible for running of their departments (Kitchen, Carside, Service, Bar) and who help with every-day management responsibilities. Rounding out the storeleadership are key employees, team leads, and neighborhood experts.

In addition, all markets are assisted by the Support Center, which is located in Cleveland, Ohio. Company Accounting, Human Resources, Information Technology, Marketing, Payroll, Purchasing, Real Estate, and Training departments are housed at the Support Center, with field representatives available in the markets.

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WELCOME!We’re happy that you have joined Apple American Group (AAG), the premier franchise group in the Applebee’s system. Along with your training, this handbook was written to answer the usual employee questions you may have. If you ever have any questions regarding anything to do with your employment – benefits, payroll, training – please speak with your managers, for they know you are truly our most valuable asset. Thanks for joining our team and good luck with your new job!

Greg Flynn Brad PettingerChairman & CEO Chief Operating Officer

EMPLOYMENT AT WILL

Your employment with AAG is an employment at will. Just as you may quit your employment with us at any time for any reason, AAG may terminate your employment at any time for any reason.

Our policies and procedures in this Handbook aren’t intended to be all inclusive, but rather to serve as a guideline. None of the policies, procedures or benefits contained in this handbook are intended to constitute a contract of employment. Only AAGofficers have any authority to enter into any agreement extending the employment of any employee for any specific period of time, or to make any promise or agreement contrary to the rules and policies of Apple American Group. Any such promise or agreement must be in a writing signed by an AAG officer.

EQUAL EMPLOYMENT OPPORTUNITY - AMERICANS WITH DISABILITIES ACT

It is the policy of AAG not to discriminate on the basis of race, creed, color, national origin, sexual orientation, gender identity,religion, medical condition, marital status, genetics sex, age, disability or any other status protected by state or federal law. It is our policy and practice to ensure equal opportunity in employment for all qualified individuals with disabilities in accordance with the Americans with Disabilities Act and similar state laws.

OPEN DOOR POLICY

In any relationship, when a disagreement occurs, keeping emotions bottled up inside only causes the problem to get bigger. AtAAG we want to encourage open communication so we can solve the problem with the least amount of stress for those involved. To do this, we have developed an open-door policy that encourages you to talk with your supervisor to get your concern addressed quickly.

Option 1. Talk directly to your immediate supervisor. If you have a problem, first discuss it with your manager as soon as possible after the problem arises.

Option 2. Talk to a higher level of management. If you are not able to resolve the issue with your manager, or if you are not comfortable discussing the issue with your manager, you should take your concern to your Area Director and even the level of Market President get the answers you need. Follow the chain of command as high as you need to go to resolve the problem.

Option 3. Talk with Human Resources. If you have tried the above steps and are not satisfied, or if you are not comfortable talking to management for any reason, you can contact your Human Resources Generalist to get the help you need. This number is found on your Open Door posting in your restaurant.

Option 4. Talk with Support Center. Contact the Support Center Human Resource Dept at 216.525.2775 or Employee Hotline at 800.837.3667, ext. 1300,and ask for help. _________________________________________________________________________________________________Apple American Group (Apple American Group LLC and Apple American Group II LLC) includes the following subsidiaries and affiliates: Apple Delaware LLC, Apple Indiana I LLC, Apple Indiana II LLC, Apple Indiana III LLC, Apple New Jersey LLC, Apple NorCal LLC, WineCountry Apple LLC, Apple Ohio LLC, Apple Pennsylvania LLC, B.T. Woodlipp, Inc, Apple Washington LLC, AppleSoCal LLC, Apple Nevada LLC, Apple Minnesota LLC and Apple New England LLC and all subsidiaries or affiliated entities and all successors and assigns of any of them.

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VALUES & BELIEFSGOLD CARD

OUR VISION

To be the premier franchise group in the Applebee’s system, having the best people to do “whatever it takes” to deliver great products and excellent service in a clean and welcoming environment to every guest, each and every time.

GUIDING PRINCIPLESWe will never compromise our integrity. Our standard for ethical behavior must always meet this test: We will be comfortable seeing our actions (and the motive for them) published in the newspaper.

WE BELIEVE

• That creating and keeping customers is the only basis for job security and the foundation for Company growth• That employees are our most valuable asset, and they should be recognized for their contributions to the

Company’s growth• That performance is the only basis for reward• That measurement improves performance• That we should control the selection of people rather than control the people we select• That a positive attitude is the most important attribute of employees• That good employees openly express their opinions, concerns, and ideas and that successful managers listen • That success depends upon the commitment of each individual to our standards, to our goals, and to each other

in celebrating successesWE PLEDGE

To Our Customers:• We will express our appreciation for your patronage• We will treat you as though you are a guest in our home• We will take the initiative to understand your needs and desires• We will strive to exceed your expectations

To Our Fellow Employees:• We will reward you based on your individual and team performance• We will treat you fairly and with dignity and respect• We will encourage and assist each of you to reach your highest level of accomplishment• We will encourage your frank expression of opinions, concerns and ideas• You have a right to know the reasons underlying Company goals, standards and procedures• We will consistently measure your performance and provide accurate and timely feedback• We will provide a clean and safe workplace

To Our Suppliers:• We believe that you are our partners in better serving our customer, therefore:• We will honor our agreements• We will objectively measure supplier performance• We will treat your representatives with respect and value their time• We will honor and maintain confidences

To Our Communities:• We will maintain our properties, obey the law, assist those less fortunate and support those institutions that

enhance the quality of life in our community

To Our Shareholders:• We will earn continued use of shareholders’ capital by developing a management team that will generate

superior returns on capital placed at risk• We will communicate routinely and effectively with our shareholders• We will actively seek new opportunities for sound investment

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EMPLOYMENT POLICIESRIGHT TO REVISE: This employee handbook contains the employment policies and practices of AAG in effect at the time of publication. All previously issued handbooks and any inconsistent policy statements or memoranda are superseded.

AAG reserves the right to revise, modify, delete, or add to any and all policies, procedures, work rules, or benefits stated in this handbook or in any other document, except for the policy of at-will employment. However, any such changes must be in writing and must be signed by an officer of AAG.

Any written changes to this handbook will be distributed to all employees so that employees will be aware of the new policies or procedures. No oral statements or representations can in any way alter the provisions of this handbook.

Nothing in this employee handbook or in any other personnel document, including benefit plan descriptions, creates or is intended to create a promise or representation of continued employment for any employee.

ASSOCIATE BENEFITSMEALS: Meals When Working -- Front of the House employees receive a 50% discount on food items eaten on premises if they are eating directly before, during, or after their shift. Back of the House employees receive up to $9 meal benefit for each shift they work. The food must be consumed on premises and does not include steaks or baby back ribs. There is also no charge for soda, coffee, and iced tea while on duty. The Market Presidents may modify or discontinue meal benefits at their discretion.

VACATION: You are eligible for vacation at your anniversary date each year. To qualify for vacation you must average 36hours or more per week during the twelve months prior to your anniversary date. After your first year of work, and each year thereafter, you are eligible for 5 days vacation. After your fifth anniversary, you are eligible for 10 days vacation.The amount of pay you will receive for vacation earned will be based on your pay rate times the average number of hours you have worked over the twelve months prior to your anniversary date not to exceed 40 hours per week. Vacation days must be taken within one year of being awarded. Vacation days cannot be carried over from year to year. A Vacation Request Form must be completed by you and approved by the manager at least two weeks prior to the vacation date.

It is the responsibility of management to schedule vacations at whatever time best suits your needs without interfering with the operation of the restaurant.

Upon termination of your employment with the AAG, payment of vacation balances will follow State Law. If you have not completed a vacation eligibility year at the time of your termination of employment, you are not eligible to receive a prorated vacation. Upon separation with the company, vacation payouts are only available to employees who are eligible for re-hire.

Questions regarding vacation scheduling, vacation days earned or payment of vacation balances should be referred to your manager, your Human Resources Generalist, or the Employee Hotline at 800.837.3667, ext. 1300.

HEALTH BENEFITS: Associate health benefits are available. Your Manager and/or HR Generalist will provide you with the program information.

FAMILY AND MEDICAL LEAVE ACT - LEAVE OF ABSENCE: Pursuant to the federal Family & Medical Leave Act, AAG provides eligible employees with unpaid leave. There are two types of leave available: the basic 12-week leave entitlement (Basic FMLA Leave), as well as the military family leave entitlements (Military Family Leave) described in this policy.

ELIGIBILITY: Employees are eligible for FMLA leave if they:

1. Have worked for AAG for at least 12 months; 2. Have worked at least 1,250 hours for AAG during the 12 calendar months immediately preceding the request for leave; and

The 12 months of service need not be consecutive. Employment before a break in service of 7 years or more will not be counted, unless the break in service was caused by the employee’s active duty with the National Guard or reserve, or there was a written agreement that the employer intended to rehire the employee after the break in service. Employees with any

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questions about their eligibility for FMLA leave should contact their Human Resources Generalist or call the Employee Hotline at 800.837.3667, ext. 1300 for more information.

BASIC FMLA LEAVE: Employees who meet the eligibility requirements described above are eligible to take up to 12 weeks of unpaid leave during any 12-month period for one of the following reasons:

1. To care for the employee’s son or daughter during the first 12 months following birth; 2. To care for a child during the first 12 months following placement with the employee for adoption or foster care;3. To care for a spouse, son, daughter, or parent (“covered relation”) with a serious health condition;4. For incapacity due to the employee’s pregnancy, prenatal medical or child birth; or 5. Because of the employee’s own serious health condition that renders the employee unable to perform an essential

function of his or her position.

MARRIED COUPLES: In cases where a married couple is employed by the same location, the two spouses together may take a combined total of 12 weeks’ leave during any 12-month period for reasons 1 and 2, or to care for the same individual pursuant to reason 3.

MILITARY FAMILY LEAVE: There are two types of Military Family Leave available.

1. Qualifying exigency leave. Employees meeting the eligibility requirements described above may be entitled to use up to 12 weeks of their Basic FMLA Leave entitlement to address certain qualifying exigencies. Leave may be used if the employee’sspouse, son, or daughter, is on active duty or called to active duty status in the National Guard or Reserves in support of acontingency operation.

Qualifying exigencies may include:• Short-notice deployment (up to 7 days of leave)• Attending certain military events • Arranging for alternative childcare• Addressing certain financial and legal arrangements• Periods of rest and recuperation for the service member (up to 5 days of leave)• Attending certain counseling sessions• Attending post-deployment activities (available for up to 90 days after the termination of the covered service member’s

active duty status) • Other activities arising out of the service member’s active duty or call to active duty and agreed upon by AAG and the

employee

2. Leave to care for a covered service member. There is also a special leave entitlement that permits employees who meet the eligibility requirements for FMLA leave to take up to 26 weeks of leave to care for a covered service member during a single 12-month period. A covered service member is a current member of the Armed Forces, including a member of the National Guard or Reserves, who has been rendered medically unfit to perform his or her duties due to a serious injury or illness incurred in the line of duty while on active duty that may render the service member medically unfit to perform his or her duties for which the service member is undergoing medical treatment, recuperation, or therapy; or is in outpatient status; or is on the temporary disability retired list.

When both husband and wife work for the same employer, the aggregate amount of leave that can be taken by the husband and wife to care for a covered service member is 26 weeks in a single 12-month period.

USE OF LEAVE: An employee does not need to use this leave entitlement in one block. Leave can be taken intermittently or on a reduced leave schedule when medically necessary. Employees must make reasonable efforts to schedule leave for planned medical treatment so as not to unduly disrupt the employer’s operations. Military Family Leave due to qualifying exigencies may also be taken on an intermittent basis. Leave may not be taken on an intermittent basis when used to care for the employee’s own child during the first year following birth, or to care for a child placed with the employee for foster care or adoption, unless both the employer and employee agree to such intermittent leave.

PAY, BENEFITS, AND PROTECTIONS DURING FMLA LEAVE

LEAVE IS UNPAID: Family medical leave is unpaid leave (although employees may be eligible for short- or long-term disability payments and/or workers’ compensation benefits under those insurance plans) if leave is taken because of an employee’s own serious health condition

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SUBSTITUTION OF PAID TIME OFF FOR UNPAID LEAVE: Employees are required to use any earned, but unused vacation during their leave. The substitution of paid leave time for unpaid leave time does not extend the 12-week leave period.

MEDICAL AND OTHER BENEFITS: During an approved family medical leave, AAG will maintain the employee’s health benefits (if any) as if the employee continued to be actively employed. If an employee contributes to his or her own health benefits before the leave, that employee will still be responsible for the payment of that contribution while on leave.

RETURN TO JOB AT END OF FMLA LEAVE: Upon return from FMLA leave, eligible employees must be restored to their original or equivalent positions with equivalent pay, benefits, and other employment terms.

EMPLOYEE RESPONSIBILITIES WHEN REQUESTING FMLA LEAVE: If the need to use FMLA leave is foreseeable, the employee must give AAG at least 30 days’ prior notice of the need to take leave. When 30 days’ notice is not possible, the employee must give notice as soon as practicable (within 1 or 2 business days of learning of the need for leave except in extraordinary circumstances). Failure to provide such notice may be grounds for delaying the start of the FMLA leave.

REQUESTS FOR FMLA LEAVE SHOULD BE SUBMITTED TO YOUR HUMAN RESOURCES GENERALIST: If the need for leave is not foreseeable, employees are required to provide as much notice as soon as practicable under the facts of the particular case. An employee requiring unforeseeable leave must, absent extraordinary circumstances, call his or her direct supervisor and provide sufficient information regarding the employee’s need for leave to support a request for FMLA leave. It generally should be practicable for the employee to provide notice of leave within one business day.

When submitting a request for leave, the employee must provide sufficient information for AAG to determine if the leave might qualify as FMLA leave, and also provide information on the anticipated date when the leave would start as well as the duration of the leave. Calling in “sick” is not sufficient. Sufficient information may include that the employee is unable to perform job functions; that a family member is unable to perform daily activities; that the employee or family member needs hospitalization or continuing treatment by a healthcare provider; or the circumstances supporting the need for military family leave. Employees also must inform AAG if the requested leave is for a reason for which FMLA leave was previouslytaken or certified. Employees also will be required to provide a certification and periodic recertification supporting the need for leave.

MEDICAL CERTIFICATION: If the employee is requesting leave because of the employee’s own or a covered relation’sserious health condition, the employee and the relevant healthcare provider must supply appropriate medical certification. Employees may obtain Medical Certification forms from your Human Resources Generalist. When the employee requests leave, AAG will notify the employee of the requirement for medical certification and when it is due (no more than 15 days after you request leave). If the employee provides at least 30 days’ notice of medical leave, he or she should also provide the medical certification before leave begins.

Failure to provide requested medical certification in a timely manner may result in denial of leave until it is provided. AAG,at its expense, may require an examination by a second healthcare provider designated by AAG, if it reasonably doubts the medical certification initially provided. If the second healthcare provider’s opinion conflicts with the original medical certification, AAG, at its expense, may require a third, mutually agreeable, healthcare provider to conduct an examinationand provide a final and binding opinion.

AAG may require subsequent medical recertification. Failure to provide requested certification within 15 days, except in extraordinary circumstances, may result in the delay of further leave until it is provided. Employees may also be required to provide a fitness-for-duty certification upon return to work, or during intermittent leave, as required.

INTERMITTENT AND REDUCED-SCHEDULE LEAVE: Leave because of the employee’s own a serious health condition, or either type of family military leave may be taken intermittently (in separate blocks of time due to a single health condition) or on a reduced-schedule leave (reducing the usual number of hours worked per workweek or workday) if medically necessary. In addition, while an employee is on an intermittent or reduced-schedule leave, AAG may temporarily transfer the employee to an available alternative position that better accommodates the recurring leave and that has equivalent pay and benefits.

STATE FAMILY/MEDICAL LEAVE LAWS: In addition to FMLA leave, New England states offer certain family and medical leave benefits as well. Below are summaries of those state laws. Note that if you qualify under both federal and state law for a leave, those leaves usually run concurrently. Please contact your Human Resources Generalist or call the Employee Hotline at 800.837.3667, ext. 1300, for specific information.

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The Oregon Family Leave Act (OFLA) provides leave to care for a spouse (including same-sex domestic partners) parent, child, parent-in-law, grandparent, or grandchild with a serious health condition, or a child with a nonserious health condition (sick-child leave). The OFLA allows 12 weeks of unpaid family leave in the 12-month leave year designated by the employer, but there are two exceptions under which more than 12 weeks may be taken: (1) A woman using OFLA leave for pregnancy disability may take up to an additional 12 weeks for any other qualifying OFLA purpose, including a continuation of the pregnancy disability itself, and (2) a man or woman using parental leave may take up to an additional 12 weeks for sick-child leave. A parent must use the entire 12 weeks of parental leave to qualify for another full 12 weeks of sick-child leave.

OFLA leave is unpaid, but employers may require employees to use available paid leave. OFLA doesn’t require employers to continue employee health insurance benefits during OFLA leave, but employees are entitled to the same benefits and coverage upon reinstatement. Employees are entitled to their positions at the time of leave regardless of whether the position has been renamed or reclassified.

MILITARY-RELATED LEAVE: AAG grants leaves for uniformed service in compliance with all applicable federal and state laws. With exceptions and limitations, employees are entitled to reemployment and certain other benefits with AAGduring military service and upon completion of military service in accordance with applicable federal and state law. Any employee who needs time off for uniformed service is to immediately notify his or her Human Resources Generalist or call the Employee Hotline (800-837-3667, ext. 1300) for details regarding the leave. If an employee is unable to provide notice prior to leaving for uniformed service, then a family member should notify his or her supervisor as soon as possible.

Employees called to active duty with the Oregon National Guard or other state militia will be granted unpaid leave. Further, employees who work an average of at least 20 hours per week may take up to 14 days of protected unpaid leave if a spouse in the Armed Forces, National Guard, or military reserve forces is notified of an impending call, is ordered to active duty, or is deployed during a period of military conflict. An employee intending to take leave for this purpose must notify his or her employer within five days of receiving official notice of an impending call, order to active duty, or leave for deployment. For specific and detailed information about these leaves of absence, contact your Human Resources Generalist or call the Employee Hotline at 800.837.3667, ext. 1300.

OTHER LEAVE: Provided the appropriate documentation is produced, unpaid time off may be available to employees for the reasons summarized below:

• Certain employees who are victims of crimes may be entitled to leave to attend criminal proceedings.• An employee who is the victim of domestic violence, sexual assault, sexual or criminal harassment, or stalking, or the

parent or guardian of a victim of these crimes may take reasonable leave to seek law enforcement assistance, medical treatment, counseling, services from a victim services provider, or a secure home.

• Employees may take family leave to care for a sick child who requires home care, even if the child’s health condition is not serious.

Note that the foregoing are summaries only and other restrictions and qualifications may apply. For specific and detailed information about these leaves of absence, contact your Human Resources Generalist or call the Employee Hotline at 800.837.3667, ext. 1300.

JURY / WITNESS DUTY: AAG considers jury duty a civic responsibility and will make arrangements for an employee to be absent from work to serve on a jury or as a witness in a court case. Employees do not have to take unused vacation and all benefits will continue to accrue to employees who are out of work serving on a jury. Employees requiring such leave must inform their General Manager and provide a copy of the summons, juror service certificate, or other proof of service. Employees on jury/witness leave must keep management up to date on their jury/witness duty schedule. Jury/witness duty is an unpaid absence for hourly employees. Contact your Human Resources Generalist or call the Employee Hotline at 800.837.3667, ext. 1300 for more information.

BEREAVEMENT LEAVE: Employees are eligible for up to three days of unpaid bereavement leave. An employee needing bereavement leave should notify his or her supervisor immediately.

STUDENT LEAVE: An unpaid leave of absence may be allowed for qualified students who work for AAG during breaks from school. Employees approved for student leave are allowed to return to AAG employment during breaks from school without having to repeat the application, hiring and orientation process. To be eligible for student leave, an employee must be in good standing with AAG. Employees requesting Student Leave must notify their General Manager no less than 2 weeks prior to departure for school. Student Leaves are granted at AAG’s discretion.

Failure to return to work with AAG after 6 months on student leave will be considered voluntary resignation.

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PAY POLICIESGARNISHMENTS: AAG will comply with all court orders to withhold money from employee paychecks. Garnishments are processed by the Support Center Payroll department. Any questions about your garnishment should be directed to that department at 800.837.3667, ext. 1300.

MEETINGS: Meetings are occasionally held to discuss new policies, new menu items, or new procedures. Employees will be paid at least minimum wage for these meetings and attendance is required unless excused by the General Manager. If an employee misses a meeting and it was not excused by the General Manager, it will count as an unexcused missed shift.

OVERTIME: Employees may be required to work overtime as necessary. Only actual hours worked in a given workday or workweek can apply in calculating overtime. All overtime work must be previously authorized by a manager. AAG provides compensation for all overtime hours worked by hourly employees in the amount of one and a half times the employee's regular rate for hours worked in excess of 40 hours in a workweek. Workweeks begin each Wednesday at 4:01am.

If you have any questions on how your overtime is calculated, please talk with your managers or the Support Center Payroll Department at 800.837.3667, ext. 1300

PAYDAYS: Our pay week runs from Wednesday through Tuesday. In compliance with State law, employees will be paid bi-weekly on the Tuesday following the end of the pay week.

Employees may not cash paychecks at work. Direct Deposit is not mandatory, but all employees are eligible for direct deposit. To sign up for direct deposit, talk with your General Manager. Lost checks should be immediately reported to a manager. Please check your paycheck carefully. If you believe an error has been made, it is your responsibility to call it to the attention of a manager.

PAYROLL DEDUCTIONS: The following list represents deductions you may notice on your paycheck /direct deposit stub:• TAXES**

o Federal Income Taxo State Income Taxo City/Local Income Taxo Social Security (FICA) Taxo Federal Medicare Tax

• OTHER ITEMS DESIGNATED BY EMPLOYEE**State and local taxes vary depending on your local laws.

TIME KEEPING: All sales terminals have a time keeping feature that acts as a time clock. Employees are assigned a specific employee number, and are required to clock in and clock out for each shift and unpaid break. If an employee forgets to clock in or out, and a manager is required to make a change in the system, the employee will need to verify the change with the manager by signing a form stating it has been reviewed with the manager. Repeatedly forgetting to clock in or out will lead to performance counseling, up to and including termination.

No non-management employee is allowed to clock in or out for an employee; and managers can only clock employees in/out with the employee’s signature verifying the action. Employees cannot clock in prior to a shift or after the shift iscompleted without manager approval. Time clock records are required by state and federal law – if we discover an employee has manipulated a clock record, that employee will receive performance counseling up to and including termination.

TIPS: Neither AAG nor its managers, directors or executives are permitted to share or keep any part of any gratuity left for employees. “Tip pooling,” whereby employees pool a portion of their tips and then share those tips with other employees, is strictly voluntary.

UNPAID MEAL PERIODS: Employees are entitled to a meal periods of not less than 30 minutes during a shift of six or more hours. Employees who are required to remain on duty during meal periods or who perform any tasks during the period will bepaid for the meal period.

REST BREAKS: Employees are entitled to a paid rest period of not less than 10 minutes for every segment of four hours worked in one shift. The time must be taken in addition to and separately from time allowed for meals.

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GENERAL INFORMATIONDISPUTE RESOLUTION PROGRAM: Included in this handbook is our complete Dispute Resolution Program booklet that explains our formal Dispute Resolution Program in detail, and provides clear description of what is covered under the program.

EMPLOYEE PROPERTY: An employee’s personal property, including but not limited to lockers, packages, purses, and backpacks, may be inspected upon reasonable suspicion of unauthorized possession of AAG property or illegal/improper substances.

NAMES AND ADDRESSES: AAG is required by law to keep current all employees’ names and addresses. Employees are responsible for notifying AAG in the event of a name or address change. Employees should also notify AAG if there is a change in phone number, marital status, number of dependents or emergency contact.

SCHEDULING AND POSITION: AAG reserves the right to schedule employees in any position for which they are trained at any time. Neither tenure nor past practice guarantees any employee the right to a particular schedule, number of hours or position.

WORKPLACE PRIVACY: Employees may not use any cameras, audio or video recording devices in or around the restaurant.

AAG PROPERTYBULLETIN BOARDS: A bulletin board is posted to serve as a means of communication between AAG and restaurants, between employee on different shifts, and between management and employees. It is to be used for official business only, and all postings must have management approval. Please check the board when arriving for work and when leaving the premises at the end of a shift for pertinent information.

OFFICE: The Manager’s Office is off-limits unless you are accompanied by a manager.

SOLICITATION AND DISTRIBUTION OF LITERATURE: In order to ensure efficient operation of AAG’s business and to prevent disruption to employees, we have established control of solicitations and distribution of literature on AAG property. AAG has enacted rules applicable to all employees governing solicitation, distribution of written material, and entry onto the premises and work areas. All employees are expected to comply strictly with these rules. Any employee who is in doubt concerning the application of these rules should consult with his or her manager.

• No employee shall solicit or promote support for any cause or organization during his or her working time or during the working time of the employee or employees at whom such activity is directed.

• No employee shall distribute or circulate any written or printed material in work areas at any time, or during his or her working time or during the working time of the employee or employees at whom such activity is directed

Under no circumstances will non-employees be permitted to solicit or to distribute written material for any purpose on AAG property

TELEPHONES: Restaurant telephones are for business use and to provide extra service for our guests. They cannot be used for employee personal business except in an emergency situation.

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EMPLOYEE CONDUCTALCOHOL AWARENESS: Any employee who does not “card” guests (verify guests who appear to be 30 or under by asking for proper ID) ordering alcoholic beverages will be terminated. Any employee who serves alcoholic beverages to someone who is clearly intoxicated will be terminated. We will do whatever it takes to assure that a guest drinks responsibly and gets to their destination safely. Restaurant managers will communicate procedures for dealing with alcohol issues.

ATTENDANCE: Employees are expected to be at work, ready to go, at the scheduled start time and to stay until the completion of your shift. Tardiness is grounds for performance counseling. An employee who can’t appear for a scheduled shift must call their manager at least 3 hours before the shift begins. The absence of an ill employee may be excused if the employee provides a doctor’s release within 48 hours after returning to work.

To avoid discipline, employees who cannot work an assigned shift can arrange to have another team member cover the shift or trade with another team member. Any changes to the schedule must be approved by a manager.

NOTE: It is your responsibility to make sure proper notification of scheduling conflicts/absences is given. Notification received from another employee, friend or relative is not considered proper, except under emergency conditions. You must also speak with a manager – telling a fellow on-duty employee that you won’t be in is not acceptable and will lead to disciplinary action.

CASH SHORTAGES: AAG will use employee counseling, up to / including termination of employment for any cash shortage. If there is a cash shortage due to gross negligence, dishonesty or a willful act on the part of an employee, AAG reserves the right to pursue legal means of repayment from that employee.

CELL PHONES AND OTHER DEVICES: Employees may not use or carry a cell phone while on the clock. The same is true for a pager, Blackberry, iPhone or any other communications device. If there is a specific concern or emergency, an employee must ask a manager for an exception for a specific shift.

CONDUCTING PERSONAL BUSINESS: Employees are to conduct only AAG business while at work. Employees may not conduct personal business or business for another employer during their scheduled working hours.

DISCIPLINARY ACTION: Violation of AAG policies and rules (including engaging in conduct listed herein as Prohibited Conduct) may warrant disciplinary action. AAG may, in its sole discretion, utilize whatever form of discipline is deemed appropriate under the circumstances, up to, and including, termination of employment. AAG’s policy of discipline in no way limits or alters the at-will employment relationship.

DRINKING AT APPLEBEE’S OFF THE CLOCK: Employees of legal drinking age, will be permitted to consume alcoholic beverages in any AAG Applebee’s restaurant with a maximum of 2 (two) alcoholic beverages IF the following requirements are met:

• Must pay full price for alcoholic beverages• Must refrain from any behavior/language that is less than professional or not in the best interest of guests,

co-workers, or the employer.• May not consume any alcoholic beverages within 4 (four) hours prior to the start of their shift or prior to visiting

another Applebee’s restaurant to work in any capacity.• May NOT enter the BOH or the immediate bar area (excluding High-top tables) while consuming alcohol.• Must be off-duty and not in any Applebee’s uniform.

All managers and supervisors have the responsibility to enforce this policy and all employees must report any violation or potential violation to their immediate supervisor and/or the Human Resources representative immediately. Failure either to enforce or adhere to this policy may result in immediate disciplinary action up to and including termination.

Drinking privileges for employees at Applebee’s restaurants will be at the sole discretion of AAG. Consult the restaurant manager for additional information about employees as off-duty guests in our restaurants.

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DRUG AND ALCOHOL ABUSE: The following rules and standards of conduct apply to all employees either on AAGproperty or during the workday (including meal periods). Behavior that violates AAG policy includes:

• Possession or use of an illegal or controlled substance;• Being under the influence of an illegal or controlled substance while on the job; and• Distribution, sale, or purchase of an illegal or controlled substance while on the job.

Violation of these rules and standards of conduct will not be tolerated. AAG also may bring the matter to the attention of appropriate law enforcement authorities.

In order to enforce this policy, AAG reserves the right to conduct searches of AAG property or employees and/or their personal property, and to implement other measures necessary to deter and detect abuse of this policy.

Any employee who is using prescription or over-the-counter drugs that may impair the employee’s ability to safely perform the job, or affect the safety or well-being of others, must notify a manager of such use immediately before starting or resuming work.

EMPLOYEE HOTLINE: Do you need help with a problem? If you have a work-related problem that seems insurmountable, and you’ve gone through channels and are still not satisfied, try our Hotline to get help with: problems relating to your employment; payroll/benefits questions or problems. Call 800.837.3667, ext. 1300.

GUEST TREATMENT: It is against Apple American Group policy for an associate of AAG to make negative or derogatory remarks about a guest to anyone, including fellow employees. Speaking to a guest about the amount of tip is grounds for immediate suspension and possible termination. Employees may not pressure hosts to have a specific type of guest in their section.

LOST AND FOUND: Any item found in the restaurant or on the property by an employee is to be turned over to the manageron duty immediately.

PARKING: Employee parking is a "house" policy. Your manager will tell you if you will be required to park in a specific area.

PROMOTIONS: Apple American is always looking for career-minded internal candidates. If you are interested in another position, notify your manager. Promotions are determined by merit, not length of time with AAG

SMOKING: Employee smoking is restricted to specific times and areas which are determined by management. The Smoking Policy for your restaurant will be posted where other employee notices are located. Smoking is never permitted (1) in the restaurant, (2) while in public view or (3) in public areas while employees are in work clothes. Smoking in areasand at times that are prohibited may result in termination.

STAYING AFTER HOURS: We understand that after work employees may want to relax and unwind as guests. Managers will advise employees regarding specific restaurant policies on whether and when staying after hours is acceptable. Employees who are not “on the clock” cannot do any work, even if they just want to “help out” coworkers.

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WORK CLOTHES: AAG, as an Applebee’s franchise, requires its employees to wear an Applebee’s name badge &apron, provided by AAG. We’ll also require that you wear certain styles shirt and pants and possibly other items thatcould be a part of your basic street clothing and that you can buy at a variety of stores. We will provide you a free “start-up” name badge and apron as these are specifically Applebee’s. Clean nails, hands, teeth, and the use of an effective deodorant are a must in the restaurant business. Your clothing must be clean and wrinkle-free. Your shoes must be non-slip soled shoes - Additional requirements include:

Front of House Positions• Hair must be clean and pulled back away from face.• Hair must be restrained if shoulder length or longer, and always away from items being served.• Make-up should be simple and applied lightly.• GM or AD will approve the length of mustaches, sideburns and beards. While growing a beard, daily shaving & shaping of the beard is required.• Manicures must be well-maintained – no chipping. Clear polish only. White French-tip also allowed.• Tattoos and body piercing (other than ears) must be concealed from guests’ view.• Hair color and style should be conservative.• Jewelry should be kept to a minimum; management reserves the right to approve appropriateness.• Perfume, colognes, and aftershave must be fresh and lightly scented. No heavy scents are permitted.• Clothing must be clean (not stained); not worn, free of fraying or holes and wrinkle-free. Socks are required.• T-shirts worn under a FOH shirt must be a V-neck and not visible to guests.• Intentional body alteration or modification for the purpose of achieving a visible, physical effect that disfigures,

deforms or similarly detracts from a professional image is prohibited. Examples include, but are not limited to,visible tattoos, brands, body piercing (other than traditional ear piercing), tongue piercing or splitting, tooth filing,earlobe expansion, and acquiring visible, disfiguring skin implants.

• Methods to conceal an unacceptable piercing, such as using a bandage, are not permitted. For tattoo coverage, adiscrete bandage or opaque makeup will be permitted if they completely conceal the tattoo. Spacers or retainersare not permitted in any visible body piercing while working. Jewelry worn in non-visible piercings that may pose asafety risk because of working clothes design and/or job responsibilities will not be permitted.

Front of the House Dress Code• BLACK PANTS: Casual style, all black, loose fitting casual slacks (Dockers style), with belt loops and a maximum of 2 front

and 2 rear pockets. Pants can have a cuff or no cuff, but cannot touch the floor.• BELT: Solid, plain black belt 1 inch to 1 ½ inches wide.• SOCKS: Black socks.• BLACK SHOES: Must be leather, with non-skid soles (see approved styles) NO EXCEPTIONS.• SHIRT: Button down, solid black long sleeve or short sleeve shirt with collar for FOH employees. Additionally V-Neck blouses

and other feminine cut shirts can be worn with permission of the General Manager. Long sleeve shirts cannot be rolled up. All shirts must be tucked into pants with the exception of certain feminine tailored shirts that will not need tucked in, providing the shirt is no more than 3 inches below the waist line of pants. T-shirts can be worn but cannot be visible to the guest.

• BLACK APRONS: Servers will wear black aprons, which will be provided to them.• NAME TAG: Approved Applebee’s Name Tag.

Back of House Positions• Applebee’s shirts and hats are required, and will be provided.• Jeans or pants with no holes – no sweats.• No excessive jewelry.• No shorts at any time.• Socks are required.•BLACK SHOES: Must be leather, with non-skid soles (see approved styles) NO EXCEPTIONS.

Any associate who desires an exception to the foregoing because of gender identity issues should see the GM or AD. AAG will comply with all federal, state and local laws requiring the company to refrain from discrimination on the grounds of gender identity.

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PROHIBITED CONDUCTThe following conduct is prohibited and will not be tolerated by AAG. This list of prohibited conduct is illustrative only; other types of conduct that threaten security, personal safety, employee welfare and AAG operations also may be prohibited.

• Falsifying employment records, employment information, or other AAG records (note that employment information includes Social Security Numbers and any other documents used to verify identity and ability to work in the United States);

• Recording the work time of another employee or allowing any other employee to record your work time, or falsifying any time record, either your own or another employee’s;

• Theft and deliberate or careless damage or destruction of any AAG property, or the property of any employee or customer;

• Removing or borrowing AAG property without prior authorization;• Unauthorized use of AAG equipment, time, materials, or facilities;• Provoking a fight or fighting during working hours or on AAG property;• Participating in horseplay or practical jokes on AAG time or on AAG premises;• Carrying firearms or any other dangerous weapons on AAG premises at any time;• Engaging in criminal conduct whether or not related to job performance;• Causing, creating, or participating in a disruption of any kind during working hours on AAG property;• Insubordination, including but not limited to failure or refusal to obey the orders or instructions of a supervisor or

member of management, or the use of abusive or threatening language toward a supervisor or member of management;

• Using abusive language at any time on AAG premises;• Failing to personally notify a supervisor when unable to report to work and returning without doctor’s note;• Violation of AAG’s social media policies;• Unexcused absence; • Failing to obtain permission to leave work for any reason during normal working hours;• Failing to observe working schedules, including rest and lunch periods;• Failing to provide a physician’s certificate when requested or required to do so;• Sleeping or malingering on the job;• Violating AAG’s alcohol policies;• Working overtime without authorization or refusing to work assigned overtime;• Wearing disturbing, unprofessional or inappropriate styles of dress or hair while working;• Violating any safety, health, security or AAG policy, rule, or procedure;• Leaving during a shift without permission of a the manager on duty; • Committing a fraudulent act or a breach of trust under any circumstances;• Committing of or involvement in any act of unlawful harassment of another individual; and• Failing to promptly report work-related injury or illness.• Violating other policies within this handbook;

This statement of prohibited conduct does not alter AAG's policy of at-will employment. Either you or AAG remain free to terminate the employment relationship at any time, with or without reason or advance notice.

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SAFETY AND HEALTHACCIDENT REPORTING: Any employee who suffers an accidental injury, no matter how minor, must be reported to management immediately. This is a Government requirement placed on both employee and employer.

EQUIPMENT: Care is required in the handling of all equipment and supplies. It is expected that employees will handle all equipment as instructed. This policy applies to all areas and departments of the restaurant.

GENERAL SAFETY POLICY: All employees are responsible for their own safety, as well as that of others in the workplace. To help us maintain a safe workplace, everyone must be safety-conscious at all times. Report all work-related injuries or illnesses immediately to management.

HAZARDS: All safety hazards such as broken equipment, damaged machinery or tools, or slippery floors should be reported to the manager immediately.

OBJECTS ON THE FLOOR: Immediately pick up anything dropped on the floor and any foreign object on the floor. Keep aisles, halls and walkways free from electric cords or hoses.

SECURITY: Be aware of persons loitering for no apparent reason in parking areas, walkways, entrances and exits, and service areas. Report any suspicious persons or activities to management. Do not leave valuable and/or personal articles in the restaurant where they are accessible. AAG is not responsible for personal belongings brought into the restaurant

SLIPPERY FLOORS: For safety’s sake, wipe up any spill at once--and wipe it dry. If you must walk on wet, slippery floors, slow down and take short firm steps.

WORKPLACE VIOLENCE: AAG has a zero tolerance for acts of violence and threats of violence. Without exception, acts and threats of violence are not permitted. All such acts and threats, even those made in apparent jest, will be taken seriously, and will lead to discipline up to and including termination.

A threat includes, but is not limited to, any indication of intent to harm a person or damage AAG property. Threats may be direct or indirect, and they may be communicated verbally or nonverbally.

Possession of weapons on AAG premises and at AAG-sponsored events shall constitute a threat of violence. Employees may not possess a firearm on AAG property regardless of whether or not they have a permit. Other prohibited items are: explosives, knives and other dangerous weapons, including chemical substances intended to cause injury to another.

It is every employee’s responsibility to assist in establishing and maintaining a violence-free work environment. Therefore, each employee is expected and encouraged to report any weapon or incident which may be threatening or violent. Employees may submit a report to any manager, Human Resources Generalist or via the Employee Hotline (800-837-3667, ext. 1300).

LEAVING AAGEMPLOYEE REFERENCES: All requests for references must be directed to your Human Resources Generalist. No other manager or employee is authorized to release references for current or former employees. AAG’s policy is to only disclose the dates of employment and the title of the last position held of former employees. If an employee authorizes the disclosure in writing, AAG also will inform prospective employers of the amount of salary or wage the employee last earned.

NOTICE: If an employee must resign, we request a written 2-week notice, so that we can plan accordingly. During the final 2 weeks, we expect that employees will continue to perform their job duties properly. Providing notice does not alter the at-will status of your employment and AAG may accept your resignation immediately or at any time during the notice period.

VOLUNTARY RESIGNATION: Voluntary resignation results when an employee voluntarily quits his or her employment at AAG or, in the absence of a severe, unforeseeable medical emergency that is verified by a medical professional, fails to report to work for two (2) scheduled workdays without notice to, or approval by, his or her manager. All AAG-owned property, including keys, must be returned immediately upon termination of employment.

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DISPUTE RESOLUTION PROGRAM[2004EDR Systems, LLC/All Rights Reserved/Revised 2012]

This Dispute Resolution Program is adopted for Apple American Group (Apple American Group LLC and AppleAmerican Group II LLC) and all subsidiaries or affiliated entities, and all successors and assigns of any of them, all of which are collectively hereinafter referred to as the “Company.”

The Company is committed to building a strong relationship between the Company and all of our employees - arelationship that is based on trust and open communication. The Company is an equal opportunity employer andstrives to maintain an atmosphere of mutual trust and open, honest communication. By working together, we can reachany goal we set for ourselves. We do not and will not tolerate harassment or discrimination by any employee,regardless of their status with the Company, and no employee will be retaliated against for using this Program.

We understand, however, that problems and disagreements are unavoidable when people with different viewpointsspend a lot of time together. We cannot entirely eliminate disagreements, but we can provide a process for resolvingthem when they do occur by taking prompt constructive action.

Based on these beliefs and values, we developed this DISPUTE RESOLUTION PROGRAM (the “Program”). The Program is a four- step process for resolving workplace problems quickly and fairly. This policy describes the steps that both you and the Company must take to resolve many types of workplace problems. The Company is also obligated tofollow the Program and will also be bound by arbitration. The types of problems covered by the Program are explainedin detail in this policy.

THIS PROGRAM IS A CONDITION OF YOUR EMPLOYMENT AND IS THE MANDATORY AND EXCLUSIVE MEANSBY WHICH DISPUTES BETWEEN YOU AND THE COMPANY MAY BE RESOLVED, SO READ THE INFORMATIONIN THIS PROGRAM BOOKLET CAREFULLY.

When you have a work-related problem, follow the steps listed below in this policy.

Step 1: UTILIZE THE OPEN DOOR POLICYIn any relationship, when a disagreement occurs, keeping emotions bottled up inside only causes the problem to get bigger. At the Company we want to encourage open communication so we can solve the problem with the least amount of stress for those involved. To do this, we have developed an Open-Door Policy that encourages you to talkwith your manager to get your concerns addressed quickly.1. Talk directly to your immediate manager. If you have a problem, first discuss it with your Manager or General Manager as soon as possible after the problem arises.2. Talk to a higher level of management. Sometimes, you may not be able to resolve the issue with your Manager or General Manager. If this is the case, take your concern to your Area Director, Director of Operations or upto the Market President to get the answers you need.3. Talk with Human Resources. If you have tried the above steps and are not satisfied, or if you are not comfortable talking to your managers for any reason, you can contact your Human Resources Generalist to get the helpyou need.4. Talk with Support Center. If for any reason you are uncomfortable with following the prior steps, you shouldfeel free to contact the Support Center Human Resource Dept. at 216.525.2775 or Employee Hotline at 800.837.3667 x1300 and ask for help.

Step 2: EXECUTIVE REVIEWIf you have tried the Open Door Policy and are not satisfied, you may request the Executive Review Step. In this step, the Company’s President or his designee (the “Executive”) will review the issue or problem and attempt to resolve theissue or problem to your satisfaction and to the satisfaction of your Manager and the Company. Failing that, theExecutive will make a decision.

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Here is how you obtain access to the Executive Review Step:

1. Request review. As soon as possible after your exhaustion of the Open Door Policy Step process, you canstart the Executive Review process by contacting the Company’s Employee Relations department. The EmployeeRelations department can be reached at 216.525.2775 or you can call the Employee Hotline at 800.837.3667 x1300 and ask for help.2. Submit information. In order to access the Executive Review Step, you should provide a written statement thatcontains as much of the following information as is reasonably available to you:a. Describe in detail, to the best of your ability, the factual basis on which your claim is made.b. Describe the measures you have taken at the Communication Step to resolve the issue including the supervisorsyou have spoken with about the problem.c. Describe the nature and extent of any remedy or relief you believe you should have.*You can obtain a copy of a form to use for this purpose from the Human Resources Department.3. The Review. The Company’s Executive will review the problem and make whatever investigation he believes isappropriate under the circumstances. This may include, in all likelihood, a discussion with you and your Manager and areview of all relevant documents.4. The Solution. The Executive will attempt to find a way to resolve the problem to the satisfaction of all theparties involved in the situation. However, if the problem cannot be resolved in this manner, the Executive will make adecision. That decision will be made in writing, generally within thirty (30) days of your request for executive review.5. Non-Legal Claims. If your claim is not a statutory or common law claim (“legal claim”), Executive Review is thefinal step in the Dispute Resolution Program. (Only legal claims may proceed to mediation or arbitration). For example,mediation and arbitration are not available to review performance evaluations, job elimination or lay-off decisions,Company work rules, policies and pay rates, or increases or decreases in benefits, except to the extent such mattersrelate to statutory or common law claims.

Step 3: MEDIATIONIf you believe you have a legal claim that was not solved through the Open Door Policy or Executive Review, the nextstep is Mediation. In Mediation, an objective, independent third party tries to help the parties reach a mutually agreeablesolution.

When you or the Company requests Mediation, the Company will contact the American Arbitration Association (AAA) or a similar organization specializing in dispute resolution. The agency will assign a professional mediator to mediate thedispute. The mediator will listen, work to open communication lines, and offer creative solutions. But the mediatordoes not make a final decision. It is up to you and the Company to reach agreement. The goal of mediation is todevelop a solution that satisfies both parties involved.

Here is how to put the Mediation Step to work for you:

1. Advise the Employee Relations department that you request Mediation. You should request Mediation assoon as possible, generally within sixty (60) days from the date you complete the Executive Review Step, so that the issues will be fresh in your mind. You will be requested to complete a Request for Mediation form, which will befurnished.2. Select mediator. When either you or the Company request Mediation, the parties will select an outside, independent neutral mediator to handle the mediation process. The Company will pay the fees of the mediator and themediation agency.3. You, the mediator and the Company representative meet. The mediator will schedule a meeting between you and the Company representative. The mediator will guide the discussion and help resolve the problem. However, it is up to both you and the Company to reach agreement. The mediator does not make the final decision.4. Written agreement. If appropriate, after you and the Company have agreed upon a solution, a writtenagreement will be signed by the parties.

Step 4: ARBITRATIONIf you have a work-related problem that involves one of your legally protected rights, which has not been resolved through the earlier steps, you may request Arbitration.

In Arbitration, an outside neutral expert chosen and agreed upon by you and the Company, called an “arbitrator”,becomes involved in the resolution process. He or she listens to the facts, then makes a final binding decision andawards any damages, just like a judge in a court of law. Arbitration is less formal than conventional court litigation butis clearly established and governed by rules and standards of conduct, which are designed to assure due process of law is fully protected. The goal of Arbitration is to provide effective and efficient problem resolution.

Here is how the Arbitration process works:

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1. Request Arbitration. If you believe you have a legal claim, you may request that your claim go to Arbitration.Simply complete an Arbitration Request Form (provided upon request) and return it to the Company at its Cleveland, Ohio Support Center addressed to the attention of the Apple American Group Employee Relation Department, 6200 Oak Tree Blvd, Suite 250, Independence, Ohio 44131. The form can be obtained from your Human ResourcesGeneralist. The Arbitration will be conducted by the AAA or any similar organization mutually acceptable to you and theCompany. The arbitration will be conducted under the AAA’s “National Rules for the Resolution of Employment Disputes”, which are in effect at the time the demand for arbitration is filed. The rules can be obtained from the AAA’swebsite at ADR.org or from the Company upon request.

The arbitration agency selected (the “agency”) will then bill you and the Company each a filing fee. Your portion of thatfee is limited to$125.00. The Company will pay the balance of the agency’s initial filing fee and will pay the arbitrator’s fee. If youestablish that you cannot pay the filing fee, the Company will pay your portion of the fee.

2. A hearing is set. The arbitrator will schedule a date, time and place for a hearing. During this hearing, both youand the Company present the pertinent facts, documents, and witnesses. You may hire a lawyer to participate in theArbitration hearing with you. The hearing will be conducted in the community where you are/were employed by theCompany or in another mutually agreeable location.

3. A decision is made. Based on the information presented and the facts gathered, the arbitrator will make a finalbinding decision in writing that will set forth the essential findings and conclusions on which the award is based. The decision of arbitrator shall have a final and binding effect in any related litigation. If you win, the arbitrator can award you anything you might seek through a court of law. By using Arbitration, your rights are protected and damages canbe paid if those rights have been violated.

PROGRAM RULES CLAIMS SUBJECT TO ARBITRATIONClaims and disputes subject to arbitration include all those legal claims you may now or in the future have against theCompany or against its officers, directors, shareholders, employees or agents, including claims related to any Companyemployee benefit program or against its fiduciaries or administrators (in their personal or official capacity), and all claimsthat the Company may now or in the future have against you, whether or not arising out of your employment or termination, except as expressly excluded under the “Claims Not Subject to Arbitration” section.

Legal claims that are subject to arbitration include, but are not limited to: claims for wages or other compensation; claims for breach of any contract, covenant or warranty (expressed or implied); tort claims (including, but not limited to, claims for physical, mental or psychological injury, but excluding statutory

workers compensation claims); claims for wrongful termination; claims for sexual or other illegal harassment or discrimination (including, but not limited to, claims based on race,

sex, sexual orientation, religion, national origin, age, medical condition or disability whether under federal, state or local law);

claims for benefits or claims for damages or other remedies under any employee benefit program sponsored by the Company (after exhausting administrative remedies under the terms of such plans);

“whistleblower” claims under any federal, state or other governmental law, statute, regulation or ordinance; claims for a violation of any other non-criminal federal, state or other governmental law, statute, regulation or

ordinance; and claims for retaliation under any law, statute, regulation or ordinance.

CLAIMS NOT SUBJECT TO ARBITRATIONThe only claims or disputes not subject to arbitration are as follows: any claim by an employee for benefits under a plan or program which provides its own binding arbitration

procedure; any statutory workers compensation claim; and unemployment insurance claims;

Your agreement to adhere to this Dispute Resolution Program does not prohibit you from pursuing an administrativeclaim with the Civil Rights Division of the Oregon Bureau of Labor and Industry or the United States Equal Employment Opportunity Commission. This Agreement, does, however, preclude you from personally pursuing court actionregarding any such claim.

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Additionally, nothing in this Agreement is intended to prevent either you or the Company from obtaining injunctive reliefin court to prevent irreparable harm pending the conclusion of any arbitration conducted hereunder and either of usmay apply to the appropriate state or federal court for a temporary restraining order, preliminary injunction, or otherinterim or conservatory relief, as necessary, without breach of this arbitration agreement and without abridgement of thepowers of the arbitrator.

The parties also agree that any arbitration between the employee and the Company is of their individual claim and thatany claim subject to arbitration will not be arbitrated on a collective or class-wide basis. However, this provision doesnot preclude employees from exercising their rights under the National Labor Relations Act to joining other employeesin a collective action to improve working conditions.

Also, any non-legal dispute is not subject to arbitration. Examples include disputes over a performance evaluation,issues with co-workers, or complaints about your work site or work assignment which do not allege a legal violation.

Neither the employee nor the Company has to submit the items listed under this “Claims Not Subject to Arbitration”caption to arbitration under this Program and may seek and obtain relief from a court or the appropriate administrativeagency.

REQUIRED NOTICE OF ALL CLAIMSWhen seeking arbitration, the claimant must file the Request for Arbitration form and give written notice of any claim to the other party within one year of the act complained of or within the applicable statute of limitations period, whichever is longer. Subject to any exceptions under applicable law, the day the act complained of occurred shall be counted for purposes of determining the applicable period.

Use the Request for Arbitration form when submitting a claim for arbitration. Identify and describe the nature of allclaims asserted and the facts on which your claims are based. Send this written notice by certified or registered mail,return receipt requested. If the Company wishes to invoke Arbitration, it will also complete a Request for Arbitrationform identifying and describing the nature of all claims asserted and the facts on which the claims are based and sendthis written notice to you at the last address recorded in the Company’s payroll records.

ARBITRATION PROCEDURESYou must use the Mediation Step explained in this policy before requesting Arbitration. The agency will administer anyArbitration under the AAA’s “National Rules for the Resolution of Employment Disputes” and in conformity with thisDispute Resolution Program. Go to ADR.org to obtain a copy of the rules or request a copy from the Company. The rules in effect on the date a demand is made shall control.

The arbitration will be before a neutral arbitrator who is licensed to practice law and who has significant experience in the employment law area. The arbitration shall apply the substantive law and the laws of remedies, if applicable, of thestate in which the claim arose, or federal law or both, depending upon the claims asserted. The decision of thearbitrator shall be in writing and shall provide the reasons for the award unless the parties agree otherwise.

The arbitrator shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold a pre-hearingconference by telephone or in person, as the arbitrator deems necessary. The arbitrator shall have the authority to ruleon a motion to dismiss and/or a motion for summary judgment by any party and, in doing so, must apply the standardsgoverning such motion under the Federal Rules of Civil Procedure.

PRE-HEARING PROCEDURESYou and the Company each have the right to take the deposition of individuals and expert witnesses designated byanother party. Depositions and other pre-trial discovery will be taken in accordance with the order of the arbitrator selected under the Program, who shall allow adequate discovery. You and the Company have the right to subpoena witnesses to the Arbitration in accordance with the Federal Rules of Civil Procedure. At least thirty (30) days before theArbitration, you and the Company must exchange lists of witnesses, including any experts, and copies of all exhibits tobe used at the Arbitration.

ARBITRATION FEES AND COSTSThere are two types of administrative fees and costs associated with Arbitration; a filing fee with the arbitration agencyselected and payment to the arbitrator for his or her services and expenses. Such fees and other expenses shall beallocated as follows:

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1. The party requesting Arbitration must pay a $125.00 filing fee to the agency to request Arbitration. If you requestArbitration the Company will pay the balance of the initial filing fee, and will pay the entire fee if it requests Arbitration.2. Either party, at its expense, may arrange for and pay the cost of a court reporter to provide a stenographicrecord of the Arbitration proceedings.3. Each party shall be responsible for its own attorneys’ fees and related litigation expenses, if any; however, if anyparty prevails on a statutory claim, which allows the prevailing party to be awarded attorneys’ fees, the arbitrator mayaward reasonable fees to the prevailing party.4. Where permitted by law, the arbitrator may assess attorneys’ fees against a party upon showing by the otherparty that the first party’s claim is frivolous or unreasonable or factually groundless.5. If either party pursues a legal claim covered by the Dispute Resolution Program in court or by any means otherthan Arbitration, the responding party shall be entitled to stay or dismissal of such action, the remand of such action to Arbitration, and the recovery of all costs and attorneys’ fees and expenses related to such action.

MULTI-STATE BUSINESSThe Company is engaged in transactions involving interstate commerce and your employment involves suchcommerce; therefore, the parties agree that the Federal Arbitration Act shall govern the interpretation, enforcement andproceedings under the Dispute Resolution Program.

PROGRAM PROVISIONS/ENFORCEMENTThe provisions of the Program document are severable and, should any provision be held unenforceable, all others will remain valid and binding. No provision of the Program document will be held unenforceable if such provision can be reasonably interpreted in a manner that results in such provision being enforceable. The arbitrators, and not anyfederal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to theinterpretation, arbitrability, applicability, enforceability or formation of the agreement to arbitrate including, but not limitedto, any claim that all or any part of the agreement to arbitrate is void and voidable.

If a court should determine that Arbitration under this Program is not the exclusive, final, and binding method for the Company and its employees to resolve disputes and/or that the decision and award of the arbitrator is not final andbinding as to some or all of a party’s claim(s), the party must submit the claim(s) to Arbitration and pursue theArbitration to conclusion before filing or pursuing any legal, equitable, or other legal proceeding for any eligible claim ina court of competent jurisdiction.

PROGRAM STEPSWhile we encourage you to use all of the steps in the Program in the order outlined, we realize that in some cases itmay not be appropriate to use the preliminary steps. Accordingly, if your claim involves a legal claim that is subject toArbitration hereunder, you may proceed directly to Step 3, Mediation, without first using Step 1, Open Door Policy or Step 2, Executive Review. The Company may skip Steps 1 and 2 if a legal claim is involved.

NOT AN EMPLOYMENT CONTRACT/EXCLUSIVE REMEDYWhile this Program constitutes a binding promise between you and the Company to resolve all disputes pursuant to theprocess outlined herein, this Program is not and shall not be construed to create any contract of employment, expressed or implied. Nor does this Program in any way alter the “at will” status of any employment.

This Program will prevent you from filing a lawsuit in Court for individual, class, or collective relief for a legal claim subject to arbitration.

[2004EDR Systems, LLC/All Rights Reserved/Revised 2012]

Apple American Group (Apple American Group LLC and Apple American Group II LLC) includes the following subsidiaries and affiliates:Apple Delaware LLC, Apple Indiana I LLC, Apple Indiana II LLC, Apple Indiana III LLC, Apple New Jersey LLC, Apple NorCal LLC,WineCountry Apple LLC, Apple Ohio LLC, Apple Pennsylvania LLC, B.T. Woodlipp, Inc, Apple Washington LLC, AppleSoCal LLC, AppleNevada LLC, Apple Minnesota LLC and Apple New England LLC and all subsidiaries or affiliated entities and all successors and assignsof any of them.