MSI Employee Handbook...Page 2-1 Section 2 MSI Employee Handbook Employee Classifications and Compensation 2.1. General The following information defines employee classifications and

rev. Jan 2014

MSI Employee Handbook

Guide to Day-to-Day Policies and Procedures


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1. Introduction 1.1. General ...................................................................... 1-1 1.2. Organization .............................................................. 1-1 1.3. Mission Statement ..................................................... 1-1 1.4. Scope of Services ...................................................... 1-2 1.5. MSI Management Team ............................................ 1-2 1.6. MSI Human Resources .............................................. 1-2 1.7. Facilities .................................................................... 1-2 1.8. Organzatioal Chart ..................................................... 1-3 2. Employee Classifications and Compensation 2.1. General ...................................................................... 2-1 2.2. Employee Classification ............................................. 2-1 2.2.1. Classification I – Part Time Hourly Employees 2-1 2.2.2. Classification II – Full Time Hourly Employees 2-1 2.2.3. Classification III – Salaried Employees ........... 2-1 2.3. Diving Premium ......................................................... 2-1 2.4. Prevailing Wages ....................................................... 2-2 3. Work Schedule 3.1. Work Day ................................................................... 3-1 3.2. Work Week ................................................................ 3-1 3.3. Overtime .................................................................... 3-2 4. Wage and Salary Administration 4.1. Time Records ............................................................ 4-1 4.2. Payroll Deductions ..................................................... 4-1 4.3. Pay Checks ............................................................... 4-1 4.4. Change of Employee Information ............................... 4-2 4.5. Change of Beneficiary................................................ 4-2 5. Expense Allowances 5.1. Business Expenses ................................................... 5-1 5.1.1. Meals ............................................................. 5-1 5.1.2. Lodging .......................................................... 5-2 5.1.3. Company Credit Cards ................................... 5-2 5.1.4. Fuel Credit Cards ........................................... 5-2 5.1.5. Rental Cars .................................................... 5-3 5.1.6. Purchase Orders ............................................ 5-3 5.1.7. Other Expenses ............................................. 5-3 5.2. Travel Time Allowance ............................................... 5-3 5.3. Private Vehicle Allowance .......................................... 5-4


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6. Holidays 6.1. Holidays ..................................................................... 6-1 6.1.1. Class I – Part Time Hourly Employees ........... 6-1 6.1.2. Class II and III – Full Time Hourly and Salaried Employees ....................................... 6-1 6.1.3. Holidays Falling on Saturday or Sunday ......... 6-1 6.1.4. Working on Holidays ...................................... 6-1 6.1.5. Field Crews .................................................... 6-2 7. Leave Regulations 7.1. Vacation Leave .......................................................... 7-1 7.1.1. Class I – Part Time Hourly Employees ........... 7-1 7.1.2. Class II and III – Full Time Hourly and Salaried Employees ....................................... 7-1 7.1.3. Vacation Leave Requests .............................. 7-1 7.1.4. Vacation Leave Extensions ............................ 7-1 7.1.5. Vacation Leave Accumulation ........................ 7-1 7.1.6. Terminal Vacation .......................................... 7-2 7.2. Sick Leave ................................................................. 7-2 7.2.1. Class I – Part Time Hourly Employees ........... 7-2 7.2.2. Class II and III – Full Time Hourly and Salaried Employees ....................................... 7-2 7.2.3. Maximum Accumulation ................................. 7-2 7.2.4. Taking Sick Leave .......................................... 7-3 7.2.5. Reporting Illness ............................................ 7-3 7.2.6. Family Illness or Injury Provision .................... 7-3 7.2.7. Termination of Employment ............................ 7-3 7.2.8. Family Medical Leave Act of 1993 .................. 7-3 7.3. Court or Jury Duty ...................................................... 7-4 7.3.1. Class I – Part Time Hourly Employees ........... 7-4 7.3.2. Class II and III – Full Time Hourly and Salaried Employees ....................................... 7-4 7.3.3. Court Compensation ...................................... 7-4 7.3.4. Proof of Subpoena ......................................... 7-4 7.3.5. Partial Days .................................................... 7-4 7.4. Political Elections ....................................................... 7-4 7.5. Death and Funeral Attendance .................................. 7-4 7.5.1. Class I – Part Time Hourly Employees ........... 7-4 7.5.2. Class II and III – Full Time Hourly and Salaried Employees ....................................... 7-4 7.5.3. Other Relatives and Close Friends ................. 7-5


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7.5.4. Additional Time Off ......................................... 7-5 7.6. Maternity Leave ......................................................... 7-5 7.6.1. Maternity Leave .............................................. 7-5 7.6.2. Vacation Leave for Maternity Cases ............... 7-6 7.7. New Father Leave ..................................................... 7-6 7.8. Military Leave ............................................................ 7-6 7.8.1. Active Duty ..................................................... 7-6 7.8.2. Military Summer Camp ................................... 7-6 7.9. Leave of Absence ...................................................... 7-6 8. Insurance Benefits 8.1. Group Insurance ........................................................ 8-1 8.2. Continuation of Group Coverage Under Federal Law 8-1 8.3. Worker's Compensation ............................................. 8-2 8.4. Social Security ........................................................... 8-2 9. Savings and Retirement Plan 9.1. Summary Plan Description ........................................ 9-1 10. Employment Regulations 10.1. Equal Employment Opportunity and Affirmative Action Program ........................................ 10-1 10.2. Pre-Employment ........................................................ 10-3 10.3. Probationary Period ................................................... 10-3 10.4. Employment Eligibility Verification.............................. 10-3 10.5. Sexual, Racial and Other Harassment in the Work Place 10-3 10.6. Employee's Record .................................................... 10-4 10.7. Performance Reviews ................................................ 10-4 10.8. Salary Reviews .......................................................... 10-5 10.9. Separation from Employment ..................................... 10-5 10.9.1. Voluntary Separation ...................................... 10-5 10.9.2. Involuntary Separation ................................... 10-5 10.9.2.1. Inefficiency ...................................... 10-6 10.9.2.2. Misconduct ...................................... 10-6 10.9.2.3. Loss of Driver’s License ................... 10-6 10.9.2.4. Reduction of Work Force ................. 10-7 10.9.3. Exit Interview .................................................. 10-7 10.9.4. Return of Property and Satisfying Financial Obligations ...................................... 10-7 10.9.5. Access to Computerized Information Systems 10-8 10.9.6. Paperwork ...................................................... 10-8 10.9.7. Special Pay .................................................... 10-8


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10.10. Questions and Complaints ......................................... 10-8 10.11. Staff Meetings and Seminars ..................................... 10-8 11. Policies 11.1. Safety ....................................................................... 11-1 11.1.1. Employer's Responsibility ............................... 11-1 11.1.2. Employee's Responsibility .............................. 11-1 11.1.3. Hardhats ........................................................ 11-1 11.1.4. Hair ................................................................ 11-1 11.1.5. Hard Toe Safety Shoes .................................. 11-1 11.1.6. Safety Glasses ............................................... 11-1 11.1.7. Hearing Protection ......................................... 11-2 11.1.8. Vehicle Safety Belts ....................................... 11-2 11.2. Equipment Maintenance ............................................ 11-2 11.2.1. Inoperative Equipment ................................... 11-2 11.2.2. Accidents ....................................................... 11-2 11.3. Company Vehicles ..................................................... 11-3 11.3.1. Vehicle Mileage Sheets .................................. 11-3 11.3.2. Department of Transportation Logs ................ 11-3 11.3.3. What to Do In Case of an Accident on the Road 11-4 11.4. Tool Boxes ................................................................. 11-4 11.5. Purchases .................................................................. 11-4 11.6. Phones ...................................................................... 11-4 11.6.1. Usage ............................................................ 11-4 11.6.2. Cellular Phones .............................................. 11-5 11.6.2.1. Company Owned and Supplied Devices ............................................ 11-5 11.6.2.2. Cell Phones or Similar Devices at Work ............................................ 11-5 11.6.2.3. Personal Cell Phone or Similar Devise Use for Business .................. 11-5 11.7. Record Keeping ......................................................... 11-6 11.8. Computer Use ........................................................... 11-6 11.8.1. General .......................................................... 11-6 11.8.2. Email .............................................................. 11-7 11.8.2.1. Legal Risks ...................................... 11-7 11.8.2.2. Legal Requirements ........................ 11-8 11.8.2.3. Best Practices ................................. 11-9 11.8.2.4. System Monitoring ........................... 11-10 11.8.2.5. Questions ........................................ 11-10 11.8.3. Internet ........................................................... 11-11 11.9. Smoke Free Facilities ................................................ 11-11


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11.10. Attendance at Conferences and Seminars ................. 11-11 11.11. Inclement Weather ..................................................... 11-12 11.12. Dress Code ................................................................ 11-12 11.13. Concealed Weapons ................................................. 11-12 11.14. Professional Organizations ........................................ 11-12 11.15. Professional Certification ........................................... 11-13 11.16. Conflicts of Interest .................................................... 11-13 11.17. Disciplinary Procedures ............................................. 11-14 11.18. Grievance Procedure ................................................. 11-15 11.19. Contract Authority ...................................................... 11-15 11.20. Signing of Letters, Reports and Other Non-Contract Documentation .......................................................... 11-16 11.21. Solicitation and Distribution ........................................ 11-16 11.22. Purchases of Books, Periodicals, and Software ......... 11-16 11.23. Confidential and Proprietary Information .................... 11-17 11.24. Personal Dive Gear / Helmet(Hat) Rental……………. 11-17 12. Health and Safety Plan 12.1. Application and Enforcement of the Health and Safety Plan ......................................................... 12-1 12.2. Safety Instructions to Employees ............................... 12-1 13. Drug and Alcohol Abuse Policy 13.1. Policy Statement ........................................................ 13-1 13.2. Compliance by Employee .......................................... 13-1 13.3. Subcontracts .............................................................. 13-2 13.4. Employee Assistance Program .................................. 13-2 14. Statement of Understanding .................................................. 14-1

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1 MSI Employee Handbook Introduction

1.1. General

The purpose of this handbook is to acquaint the employees of Marine Solutions, Inc. (MSI) with general information and policies of the firm, which directly affect their employment. It is intended to be used as a guide in interpreting matters which may arise during day-to-day employment. Although it is not intended to be a "rule book", the policies contained herein are firm and will remain as such unless they are officially changed by agreement of the MSI Management Team. Any special conditions or circumstances which may arise requiring interpretation both within and beyond the scope of this handbook shall be interpreted by a member of the Management Team whose decision shall be final.

These are the current policies and procedures, and they supersede all other policies and procedures. The firm reserves the right to change or add to its policies and procedures. Notification of changes will be provided to all employees and shall be considered in effect at the date published.

This handbook is not a contract of employment with MSI. All employment with MSI is "at-will." This means that employees retain the freedom to leave their employment at any time, with or without prior notice. In turn, MSI retains the right to terminate the employment of any person at any time at management's sole discretion, with or without prior notice. This policy may not be modified or amended other than through an express written contract between MSI and an employee, signed by the president of the company and by the employee.

One of our goals is for all employees to be happy and satisfied in their jobs. However, we recognize that employees will always have questions or concerns. If you have a question or concern, feel free to talk about it with a supervisor, Human Resources, or a member of the Management Team. We can only help you address such issues if you bring them to our attention. Remember, our door is always open.

1.2. Organization

Marine Solutions, Inc. opened in May 2007. The official corporate name of the firm is Marine Solutions, Inc. and should be used in all contracts and legal documents rather than abbreviations such as MSI.

1.3. Mission Statement

At MSI our mission is to:

Be the unsurpassed leader in providing solutions to our clients’ Marine Engineering, Underwater Bridge Inspection, Marine Construction, and Commercial Diving needs.

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1 MSI Employee Handbook Introduction

1.4. Scope of Services

Primary services and areas of practice offered by the firm include: Marine Engineering, Marine Construction, Underwater Bridge Inspection and Commercial Diving.

1.5. MSI Management Team

The current Management Team consists of:

1) Amy N. Wilkins, President

2) Don W. Wilkins, Vice President

3) Sean P. Chapman, Vice President

1.6. MSI Human Resources

The current Human Resources director is Gerald Calia.

1.7. Facilities

Marine Solutions, Inc. is located at:

225 Industry Parkway Nicholasville, Kentucky 40356 (859) 260-1055 (859) 554-4100 fax 24 Hour Emergency: (800) 873-DIVE www.MSImarinesolutions.com

MSI Employee Handbook 1.8. Organizational Chart

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Management Team

Vice President / Dive Operations Manager

Don Wilkins

President

Amy Wilkins, PE

Project Managers

Office Administrator

Vice President / Engineering Program Manager

Sean Chapman, PE

Controller / Human Resources

Gerald Calia

Senior Engineers

Senior Commercial Divers

Commercial Divers / Tenders

Engineer Technicians

Maintenance

Project Engineers

Dive Supervisors

MSI Employee Handbook 1.8. Organizational Chart

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2 MSI Employee Handbook Employee Classifications and Compensation

2.1. General

The following information defines employee classifications and procedures used to determine employee compensation.

2.2. Employee Classification

2.2.1. Classification I – Part Time Hourly Employees

Employees in this classification shall be paid on an hourly basis for hours worked. All hours over forty (40) worked during any work week are paid at time-and-one-half. For example, an employee in this classification that is paid on the basis of $10.00 per hour shall receive the following gross pay:

1) Employee who works 35 hours within a work week shall receive a gross pay of $350.00.

2) Employee who works 40 hours within a work week shall receive a gross pay of $400.00.

3) Employee who works 45 hours within a work week shall receive a gross pay of $475.00. (40 hours @ $10.00 per hour plus 5 hours @ $15.00 per hour.)

Employees in this classification are not eligible to receive benefits. This specifically excludes benefits related to sick leave, vacation leave, holidays, health and dental insurance, disability insurance, life insurance or participation in MSI’s savings and retirement programs.

2.2.2. Classification II – Full Time Hourly Employees

Employees in this classification shall be paid on an hourly basis for hours worked as described for Classification I employees. Employees in this classification shall be eligible for company benefits.

2.2.3. Classification III - Salaried Employees

Employees in this classification are paid on the basis of a weekly salary for whatever hours the employee is called upon to work in any work week. No additional compensation will be paid for hours in excess of 40 hours in any work week. Employees in this classification shall be eligible for company benefits.

2.3. Diving Premium

MSI pays a diving premium for all hours Class I and II employees spend diving. The premium is $15.00 per hour of diving added to the employee’s hourly rate after any overtime is calculated.

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For example, a Class I or II employee is paid on the basis of $10.00 per hour and shall receive the following gross pay:

1) Employee who works 40 hours within a work week (35 non-diving hours and 5 diving hours) shall receive a gross pay of $525.00 (35 hours @ $10.00 per hour plus 5 hours @ $25.00 per hour ($10.00 + $15.00 premium)).

2) Employee who works 45 hours within a work week (40 non-diving hours and 5 diving hours) shall receive a gross pay of $550.00 (40 hours @ $10.00 per hour plus 5 hours @ $30.00 per hour ($10.00 x 1.5 overtime + $15.00 premium)).

2.4. Prevailing Wages

From time to time, MSI is engaged in projects subject to Prevailing Wage rates. On these projects MSI will follow the rules of the prevailing wage schedule for the given project. In general the employee will receive the base prevailing wage rate instead of their current hourly pay rate unless the prevailing wage rate is lower than the employee’s current hourly pay rate. Fringe rates shall also be provided with the amount the employee receives in MSI benefits deducted. Fringe benefit payments required on prevailing wage projects will be paid to the Contractors 401k plan. Provision of fringe rates are dependent upon employee classification. Employees in Classification I will receive both base plus fringe prevailing wages. Employees in Classification II and III will receive base plus fringe minus a derived amount equivalent to the company benefits received. Determination of the value of benefits received to be deducted from the fringe rate shall be made on an employee and project case by case basis.

MSI pays Prevailing Wage rates based on the work the employee is performing. For example, when diving the employee will be paid the Diver Rate. When tending, the employee will be paid the Tending Rate or Laborer Rate.

The employee will receive either the Prevailing Wage Diver Rate or their current hourly pay rate with diving premium, whichever rate is higher.

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3 MSI Employee Handbook Work Schedule

3.1. Work Day

Employees normally are expected to be in the office from 8:00 a.m. to 5:00 p.m. with one (1) hour for lunch making a total of eight (8) hours per workday. Employees working out of the office are expected to work from 8:00 a.m. to 5:00 p.m. The work day for employees working on-site or in the field are dictated on a job by job basis generally determined by the field supervisor. Circumstances may arise requiring a deviation from this schedule. Under such conditions, the employee is expected to adhere to the schedule outlined by his supervisor.

Our work is planned in advance. Every day has a very definite place in the successful operation of our company. Therefore, you are expected to start your workday on time and be punctual for all working appointments. It is expected that personal appointments or events shall be scheduled outside of the work day when possible to minimize the effect on operations. Should you find it necessary to be absent from work due to illness or other reasons, it is essential that you contact your supervisor as early as possible, but in no case later than your starting time. The employee is required to obtain confirmation and approval from their supervisor. The first attempt to contact your supervisor should be by phone or in person. Repeated absenteeism without good reason can result in dismissal.

Employees are expected to be at your job, ready to work when your schedule begins. Further, you are expected to remain at your job during regular working hours. However, if an emergency, personal business or pressing personal circumstances, which cannot be attended to outside of working hours, require that you leave your job at any time other than lunch hour, you may request permission from your supervisor to leave.

Time spent eating meals will not be allowed for pay purposes. This policy applies if you are having a meal with a client unless the client-meal extends beyond the normal one hour lunch period, then the excess time is allowable for pay if it is necessary for the employee to remain for the extended time. For field personnel, time spent eating lunch without interrupting field operations will be allowed for pay.

3.2. Work Week

For the purpose of payroll records, the work week shall begin on Sunday and end on the following Saturday. Normally, the days worked within one work week shall be Monday through Friday. Special circumstances may arise requiring a deviation from this schedule. Under such conditions, the employee is expected to adhere to the schedule outlined by his supervisor.

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3 MSI Employee Handbook Work Schedule

3.3. Overtime

Employees shall not work overtime unless authorized by your supervisor.

Overtime pay for hours charged to overhead should be avoided. Employees, who have worked 40 hours prior to the end of the week and are finishing out the week on overhead time, should notify their supervisor of the situation and, unless approved by this individual, should stop work for the week. For example if a person worked in the field Monday through Wednesday for a total of 32 hours, and then worked 8 hours Thursday for a total of 40 hours, they should get approval before working on Friday.

In summary, no one will be paid for hours in excess of 40 per week unless the situation warrants the overtime pay and the supervisor has given prior approval.

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4 MSI Employee Handbook Wage and Salary Administration

4.1. Time Records

Employees are responsible for completing and submitting their timesheets by Monday morning at 8:30. Employees are to record their time using the electronic timesheet within the company accounting software (Vision). Time should be recorded and maintained on a "day-by-day" basis. Upon the end of the workweek, the timesheet should be submitted within the company accounting software. If an employee is not able to complete their timesheet, they are required to notify their supervisor and resolve completion of the timesheet prior to the due date. A time record improperly filled out will cause delays in processing the payroll, which in turn may delay payment to the employee.

All Time Records must be submitted on Monday morning by 8:30. No exceptions will be made to this policy. In the event Monday is a holiday, Time Records must be submitted on Tuesday morning. Time records turned in after 12:00 noon will be processed in the following week’s payroll. If you are sick the day the time record is due, contact your supervisor and make arrangements to have your time record submitted by an authorized administrator. Time Records not submitted on time will result in the loss of vacation and sick time accruals for that pay period.

4.2. Payroll Deductions

All payroll deductions required by law such as Federal and State Income tax, Social Security tax and City Payroll tax are deducted from an employee's payroll check. The following pay wages are subject to city tax: Vacation, Sick, Jury, Funeral, Holiday, Bonus, and personal use of company vehicle. The firm then passes along these taxes to the various government agencies. Other deductions such as group insurance premium payments will be made as a service to the employee when authorization to do so is given by the employee. All new employees must fill out Treasury Form W-4 and state withholding forms itemizing dependents claimed and all other applicable forms so that proper deductions can be made.

4.3. Pay Checks

MSI processes payroll bi-weekly. Pay checks for time records submitted on Monday for the previous two work weeks will be deposited by electronic direct deposit into the employee's personal bank account on the following Friday. If Friday is a banking holiday, the deposit will be made on Monday. Pay stubs will be emailed by the day of the direct deposit. Also, pay stubs can be viewed in the accounting software (Vision) under the Employees section within the Employee Review tab. The pay stub will indicate gross wages, deductions, reimbursements, etc. All employees must obtain a personal bank account to allow for electronic deposits. If you do not have a personal bank account, Human Resources will provide you with information on obtaining a personal account. A voided check attached to a completed Automatic Deposit Agreement is required prior to the first payroll.

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4 MSI Employee Handbook Wage and Salary Administration

4.4. Change of Employee Information

Whenever changes occur in your personal information, you must report this change to Human Resources. This includes information such as bank account, withholding preferences, change of address, telephone number, change of dependents, change of marital status, insurance requirements, name, family additions, and any other pertinent information given to human resources when first employed.

Employees who are covered by the health and/or dental insurance and have a change in family status such as a newborn, marriage, divorce, death, etc. are required to change their coverage as soon as possible, no later than thirty (30) days after the event. If the change is not made within 30 days, eligibility for the enrollment will not occur until the open enrollment period (see Section 8.1 for more information).

4.5. Change of Beneficiary

Forms for Change of Beneficiary for MSI Life Insurance and Savings and Retirement Plan shall be submitted to Human Resources. Forms may be obtained from the Human Resources Department.

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5 MSI Employee Handbook Expense Allowances

5.1. Business Expenses

Subject to approval by the employee’s Supervisor, employees will be reimbursed for all reasonable business expenses incurred while working for the firm.

5.1.1. Meals

Meal expenses may be claimed by employees provided (1) there is an overnight stay, (2) work is performed seventy (70) miles from the employee’s home office and outside of the county in which the employee’s home office is located, (3) work is performed seventy (70) miles from the employee’s residence, and (4) the following times of departure and arrival at the office or at the employee's place of residence are adhered to:

Departure Time Arrival Time Allowable Expense Breakfast Before 6:00 a.m. --- $ 8.00 Lunch 11:00 a.m. 2:00 p.m. $ 9.00 Dinner --- After 7:30 p.m. $ 18.00

It is noted that the standard rates shall be used whenever an employee is required to travel and work away from the employee’s home office. Receipts are not required for meal expenses if the above standard rates are used.

One exception to the rule is meals consumed during business meetings. These meals are not taxable income to the employee. If an employee buys a meal for a client and business is discussed during the meal, the meal expense is not taxable income. Business meetings require prior approval from the employee’s supervisor. In this case, the meal expense should be reported on the time record and as required by IRS, the place, date, individuals, and purpose of the meeting should be noted on the receipt. Payment for meals with receipts not containing this information will not be processed and will be returned to the employee for resubmittal on a later payroll. Receipts must also include an itemized list of food and drinks paid for. This receipt is typically provided by the restaurant prior to payment.

Actual meal expenses incurred while attending professional meetings (such as KSPE, ASCE…. luncheons) are allowed, and to prevent the meal from being taxable, the employee must note the organization sponsoring the luncheon in the description line of the expense item. If arrangements have been made with the organization to direct bill the company, this is not necessary.

Buying a meal for other MSI employees is not an allowable reimbursable expense unless a client or recruit is in attendance and business is discussed during the meal. Prior approval by the employee’s supervisor is required.

Time spent eating meals will not be allowed for pay purposes. This policy applies if you are having a meal with a client or recruit unless the meal extends beyond the normal one hour,

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then the excess time is allowable for pay if it is necessary for the employee to remain for the extended time. For field personnel, time spent eating lunch without interrupting field operations will be allowed for pay.

5.1.2. Lodging

MSI will provide lodging for all employees provided (1) work is performed seventy (70) miles from the employee’s home office and outside of the county in which the employee’s home office is located, and (2) work is performed seventy (70) miles from the employee’s residence, and (3) work requires an overnight stay. Every reasonable effort should be made on the part of employees to locate suitable lodging in a non-luxury hotel. Sharing of a hotel room by two employees of the same sex is expected.

Occasionally, employees will pay lodging and be reimbursed for actual lodging costs. Receipts are required for all lodging charges and must be attached to Expense Reports. Every reasonable effort should be made on the part of employees to locate suitable lodging in a non-luxury hotel (typical cost of $75 per night). The Corporate Lodging card should be used whenever possible. It is your responsibility to notify the hotel if you need to cancel a room because of schedule changes. Reservations not cancelled will not be reimbursed and the cost will be the responsibility of the employee.

You are responsible for turning in your room key to the front desk and telling them you are checking out. Any hotel bills received for room charges because you have not checked out with the front desk will be deducted from your paycheck. Meals (room service), movie channel rentals and refrigerator rentals are the responsibility of the employee and are not to be charged to the room. Employees are responsible for maintaining their room in a manner that is acceptable to motel management. Payment for self-inflicted damage to hotel furnishings and equipment shall be the responsibility of the employee. Each room charge is to be signed by an employee that is staying in the room and the project number must be shown on each receipt.

5.1.3. Company Credit Cards

Employees with company credit cards are responsible for all charges to their card. All receipts, labeled with the project number and necessary information, are to be turned into Accounting every Monday. Unauthorized use of a company credit card shall be grounds for dismissal.

5.1.4. Fuel Credit Cards

Fuel credit cards are for the purpose of fuel, oil and repair purchases in the operation of company equipment and company vehicles only. When possible, use “Pay at the Pump” and enter the required information when prompted. The mileage should be entered when purchasing fuel. If purchasing fuel for equipment, mileage should be entered as 1000. If purchasing fuel for a boat, mileage should be entered as 2000. Unauthorized use of a company credit card shall be grounds for dismissal.

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5.1.5. Rental Cars

The type of car rented should be based upon the type of work to be performed. Rentals should be mid-sized vehicles. If an upgrade is required, your Supervisor must grant prior approval. It is usually more economical for the employee to be responsible for refueling the vehicle prior to return rather than accepting the rental agencies option of buying a tank of gas upon return. The company’s general liability insurance includes coverage for rental cars, therefore, you should deny all insurance coverage when renting cars. A copy of MSI’s Insurance Certificate should be obtained from the Accounting Department prior to renting a vehicle.

5.1.6. Purchase Orders

Employees are required to contact their Supervisor before the purchase equal to or greater than $500. The Supervisor will authorize the purchase and may issue a purchase order number, which should be recorded on the receipt in addition to the project number and vehicle or equipment number, if applicable.

5.1.7. Other Expenses

Direct out-of-pocket expenses incurred by an employee, which are necessary in order that work assignments be expedited, will be reimbursed by the firm. Such expenses, before being incurred by the employee, shall be approved by their Supervisor. All direct expenses, in order to be reimbursed, must be reported on the employee's Expense Report along with an attached receipt for the expense and turned into Accounting. The project number or equipment number must be recorded on the receipt. Expenses without a receipt or receipts that are not completed correctly will be returned to the employee for resubmittal on a subsequent payroll.

5.2. Travel Time Allowance

As referred to hereinafter, a short-term project is defined as one in which field work requires one week or less for completion; a project requiring more than one full week for completion when pursued on a continuous basis shall be regarded as a long-term project.

All employees shall receive paid travel time when traveling to and from short-term projects in company vehicles relative to weekends, holidays and specific work assignments.

All employees traveling in company vehicles to or from a long-term project in the initial mobilization or final demobilization of that project shall receive paid travel time. Interim mobilizations/demobilizations will be paid when the project is put on hold and/or if MSI requires the employee to travel to the office or another project.

While pursuing normal work assignments on a long-term project, recorded payroll time will begin and end with the arrival and departure at the immediate job site (not hotel). The

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immediate job site is considered to be the job site proper or in the case of remote job sites, when the vehicle leaves the paved roadway

Normal fieldwork assignments shall include the provision of company vehicles for employees to travel from the home office to the project and return, with the responsibility of the means of travel between their residence and the employee’s home office resting upon the employee. In some instances, however, and specifically for those projects located closer to the employee's home than to the home office, the employee may be instructed to report for work at the project location by means of their own transportation. On other occasions, an employee whose residence is closer to the project than to the home office may be allowed to travel to and from home on weekends in a company vehicle by permission of the employee’s Supervisor, particularly if the security of the vehicle over the weekend is in question. If the vehicle is driven to the employee’s residence, the vehicle should not be used for personal reasons. All such arrangements will vary from project to project and will be dependent upon the project location, the number of employees, their residence locations, and the number and type of vehicles on the project. Arrangements for each project will be made by the member of the Management Team in charge of that project.

Situations regarding travel time not specifically covered by the above items shall be administered at the discretion of a member of the Management Team.

All time required for preparation to travel, actual travel, and specified project assignments; and all related mileage, meals, lodging and other expenses will be charged to a project.

5.3. Private Vehicle Allowance

Generally, company vehicles are furnished to employees to enable them to perform their work assignments. However, if an employee uses their private vehicle for company business, the employee shall be reimbursed for the use of the vehicle at a rate that is equal to the approved IRS rate that covers all vehicle expenses. The accounting department can supply the current rate upon request. Such expenses, in order to be reimbursable, must be reported on the employee's Expense Report and must receive prior approval by the employee's Supervisor.

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6 MSI Employee Handbook Holidays

6.1. Holidays

The firm recognizes the following holidays:

1) New Year's Day

2) Memorial Day

3) Independence Day

4) Labor Day

5) Thanksgiving Day

6) Friday following Thanksgiving Day

7) Christmas Eve

8) Christmas Day

9) Employee’s Birthday*

* It is not always possible for the employee to be off work on his/her birthday. If this occurs, it is the employee’s responsibility to contact Human Resources to determine how this will be handled.

6.1.1. Class I – Part Time Hourly Employees

Class I employees are not paid for holidays.

6.1.2. Class II and III - Full Time Hourly and Salaried Employees

Class II employees receive full holiday pay.

6.1.3. Holidays Falling on Saturday or Sunday

When a holiday falls on Saturday, the preceding Friday shall be observed as a holiday. When a holiday falls on Sunday, the immediate following Monday shall be observed as a holiday.

6.1.4. Working on Holidays

If employees are required to work on one of the recognized legal holidays, they shall be given the following options:

1) Receive pay for holiday plus pay for hours worked. The employee is to record on their Time Record eight (8) hours of holiday pay and, in addition, the actual hours

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6 MSI Employee Handbook Holidays

worked. Overtime pay is calculated on hours worked not the inclusion of Holiday hours.

2) Receive pay for hours worked and convert the holiday hours to vacation hours. The employee is to record on their Time Record the actual hours worked. The employee must contact the Human Resources that they want their holiday hours converted to vacation hours.

6.1.5. Field Crews

If a holiday falls on a day other than Monday or Friday, field crews will normally work on the holiday and an alternate day will be observed by the field crew as a holiday. These situations will be determined on a case-by-case situation by your supervisor as they occur.

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7 MSI Employee Handbook Leave Regulations

7.1. Vacation Leave


Class I employees do not accumulate and are not paid for vacation leave.

7.1.2. Class II and III – Full Time Hourly and Salaried Employees

Class II and III employees shall earn and accumulate vacation leave with pay on the following basis:

· 5 days of vacation for the year of employment start date through 2 year anniversary

· 10 days of vacation each year for years 3 through 6 year anniversary

· 15 days of vacation each year for years 7 and beyond

Vacation is accrued each pay period and will be displayed on the employee’s paystub.

7.1.3. Vacation Leave Requests

Employees are to initiate vacation scheduling by completing a Leave Request Form and submitting it to their supervisor. The employee will indicate on the Leave Request Form the number of vacation hours accumulated as shown on the most recent pay voucher. The employee’s supervisor will assess anticipated workloads; vacations already approved for the same periods by other employees in their work areas, etc., and will recommend approval or disapproval on the request form. If disapproval is recommended, the basis of such recommendation will be noted on the form by the supervisor. If a conflict arises with a vacation request, a supervisor or member of the Management Team will notify the employee.

In any week that vacation leave is taken, the number of vacation leave hours used plus the number of hours worked shall not exceed a total of forty (40) hours.

7.1.4. Vacation Leave Extensions

Vacation leave shall not be taken in excess of the amount earned unless a member of the Management Team grants special permission.

7.1.5. Vacation Leave Accumulation

Vacation leave may be accumulated to a maximum of ten (10) working days.

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7.1.6. Terminal Vacation

Vacation allowance earned and unused at the time of resignation may be granted to those employees who are in good standing at the time of separation. To be in good standing requires that the employee give two weeks notice of intent to leave to a supervisor or member of the Management Team. Accrued vacation will be paid in one lump sum and will be included with the last paycheck.

If an employee is dismissed for cause, or if it is necessary for the firm to request resignation because of unsatisfactory conduct, vacation allowance is not permitted to be taken at the time of separation.

The effective date of separation from the firm shall be the last day worked.

Holidays occurring during a terminal vacation period shall be considered as working days for computing terminal pay allowances.

In the event of death of an employee, the final salary payment will include payment for earned vacation computed on the same basis as above.

7.2. Sick Leave

The sick leave policy is intended to encourage the accumulation of sick leave to cover extended illness. It is recognized that an employee may become ill or injured, and therefore unable to perform his assigned duties. This policy covers these circumstances. However, accumulated sick leave should not be considered as "earned" time off with pay and cannot be granted in this manner. Abuse of the privilege may be deemed justification for dismissal of the employee. It is urged that all employees be impressed with the value of accumulation of as much sick leave as possible to cover potential emergency needs.


Class I employees do not accumulate and are not paid for sick leave.


Class II and III employees shall earn and accumulate vacation leave with pay at a rate of 5 sick days per employment year starting with your employment date through the anniversary date.

7.2.3. Maximum Accumulation

Sick leave may be accumulated to a maximum of thirty (30) working days.

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7.2.4. Taking Sick Leave

Sick leave shall not be taken in excess of the amount earned.

An absence necessary before any sick leave is due or an absence in excess of accumulated sick leave shall be covered by a leave without pay.

A supervisor or a member of the Management Team may require a statement from a licensed practicing physician confirming an illness if he has reason to believe the sick leave privileges are being abused in any way.

Sick leave shall not be paid at overtime rates. In any week when sick leave is used, the number of leave hours taken plus the number of hours worked shall not exceed a total of forty (40) hours.

7.2.5. Reporting Illness

In the case of illness occurring away from work, prompt notification to your supervisor or a member of the Management Team must be given prior to start of the work day in order to re-assign work. Notification via voicemail or email are not acceptable means of notification unless the employee has exhausted all efforts to notify their supervisor or a member of the Management Team. If illness continues, adequate notification concerning the progress of the illness must be given to maintain workload coverage. If notification is not made in accordance with this policy, the absence will be on a "without pay" status.

7.2.6. Family Illness or Injury Provision

Absences necessitated by emergency or serious illness of an immediate member of the family may be applied against accumulated sick leave up to a maximum of one calendar week for any one period of illness. Immediate family is defined, for this purpose, as spouse, children, or other relatives living in the same household and care of the employee. Special absence may be granted with permission from a supervisor or member of the Management Team.

7.2.7. Termination of Employment

Unused sick leave will not be paid upon termination or resignation of an employee.

7.2.8. Family and Medical Leave Act of 1993 (FMLA)

FMLA requires covered employers to provide up to 12 weeks of unpaid, job-protected leave to "eligible" employees for certain family and medical reasons. Employees are eligible if they have worked for a covered employer for at least one year; have worked 1,250 hours over the previous 12 months; and if there are at least 50 employees within 75 miles. Upon reaching 50 employees within 75 miles, MSI will implement the FMLA.

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7.3. Court or Jury Duty


Class I employees are not paid for time off to serve on a jury or to serve as a court witness.


Class II and III employees shall be granted time off to serve on a jury, or to serve as a court witness when subpoenaed, without loss of pay, and without charge against annual vacation.

7.3.3. Court Compensation

The employee will be permitted to retain his jury duty compensation so as to help defray his expenses while serving on a jury or as a court witness when subpoenaed.

7.3.4. Proof of Subpoena

The employee’s supervisor may require a copy of the subpoena before approving time off for this purpose.

7.3.5. Partial Days

If the jury duty does not require the full workday, the employee is expected to report to their supervisor when free from such duties.

7.4. Political Elections

Employees are encouraged to exercise their voting privileges in all national, state and local elections. Work schedules will normally permit adequate time for employees to exercise their voting privileges, either before or after normal working hours, and it is suggested that they utilize this period of time to vote whenever possible. Employees who vote in distant communities are encouraged to exercise their right to vote by absentee ballot to avoid absences from work.

7.5. Death and Funeral Attendance

The firm recognizes that the occurrence of death in the immediate family will require the absence from work of an employee for a period of time.

7.5.1. Class I – Part-time Hourly Employees

Class I employees are not paid for time off relative to a death in the family.

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7.5.2. Class II and III – Full-time Hourly Employees and Salaried Employees

Class II and III employees may be allowed necessary absence with pay for attendance to funeral matters up to three (3) days for cases involving parents, brother, sister, spouse, child, grandparent, grandchild or an in-law relative of the degree indicated previously. In cases requiring extensive travel time, additional time off may be granted, except that the total allowance with pay for these funeral matters will not exceed five (5) working days. Extensive travel is defined as 250 miles one way from your home.

7.5.3. Other Relatives and Close Friends

Time off, without loss of pay, may be granted at the discretion of a member of the Management Team to attend the funeral service of other relatives, associates, or close friends. Such time off may be charged as accrued vacation time.

7.5.4. Additional Time Off

In cases requiring time off in excess of the above allowances, such absences shall be granted without pay or may be charged to accrued vacation.

7.6. Maternity Leave

7.6.1. Maternity Leave

In accordance with the Family and Medical Leave Act of 1993, female employees may take up to 12 weeks for unpaid maternity leave. This interval will be with pay for female employees in Class II and III, up to the following limits:

1) Up to six (6) weeks of accumulated sick leave,

2) All accumulated vacation time,

3) If as a result of complications, the birth is not deemed a normal birth; additional accumulated sick time in excess of six (6) weeks may be used. In this case, a separate certificate from the attending physician as to any complicating factors shall be required.

4) Payment during this time period is limited to use of accumulated vacation and sick time.

5) If a holiday falls during maternity leave, the employee will not receive holiday pay unless the employee has turned in a time record for the pay period using sick or vacation time.

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Information concerning the Family Medical and Leave Act of 1993 can be found in Section 7.2.9.

7.6.2. Vacation Leave for Maternity Cases

If vacation leave is taken at any time during a maternity period, then sick leave cannot be taken concurrently so as to result in double payment, but must be taken either consecutively or separately.

Vacation and sick time pay will continue to accrue while off for maternity leave.

7.7. New Father Leave

Class II and III Male employees who have been continuously employed for at least one (1) year may charge accrued sick pay up to 40 hours for the purpose of assisting at home with healthy newborns.

7.8. Military Leave

7.8.1. Active Duty

A Military Leave of Absence (without pay) for service in the Armed Forces of the United States shall be granted, upon application, when an employee is required to perform such service. Such service may occur by induction through Selective Service, or through membership in the National Guard or a Reserve component of the Armed Forces of the United States. Reinstatement policy of an employee returning from active duty shall be in accordance with applicable requirements of the law at the time reinstatement is requested.

7.8.2. Military Summer Camp

An employee who is required to serve in summer camp as a result of being a member of the Armed Force Reserves or National Guard will be given time off for such duty. Employees will not be compensated for the time spent on summer camp duty. Any earned vacation time may be taken to coincide with the summer camp duty.

7.9. Leave of Absence

The Management Team of the firm may grant an employee a leave of absence without pay for a period of time not exceeding three (3) successive months in duration. All rights and privileges with the exception of vacation and sick leave accumulation afforded the employee while they were an active employee shall remain in force.

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8 MSI Employee Handbook Insurance Benefits

8.1. Group Insurance

Group insurance is available to Class II and III employees on a voluntary basis provided they work at least thirty (30) hours per week on a regular basis. There are certain stipulations that may vary from year to year. Information concerning these variations may be obtained from Human Resources. MSI offers life insurance, health insurance, dental insurance, and disability insurance. Insurance carriers and coverage may vary from year to year.

MSI will pay all of the company sponsored life and disability insurance premiums and one-half of the health and dental insurance premiums. The employee will pay one-half of the health insurance premium and the dental insurance premium if the coverage is selected.

A new Class II or III employee will be eligible for insurance after thirty days of continued employment. Enrollment should be made on the first day of work. Delays in enrollment in excess of 30 days may preclude the employee from group insurance until open enrollment occurs again (up to 11 months). All enrollments and all claims are subject to acceptance by the insurance carrier.

Existing employees, or new employees who have not signed up for insurance coverage within 30 days of employment, may sign up for coverage during the open enrollment period. Information on the open enrollment period may be obtained from Human Resources.

Employees who are covered by the health and/or dental insurance and have a change in family status such as a newborn, marriage, divorce, death, etc. are required to change their coverage as soon as possible, no later than thirty (30) days after the event. It is the employee’s responsibility to notify Human Resources of any changes. If the change is not made within 30 days, eligibility for the enrollment will not occur until the open enrollment period.

8.2. Continuation of Group Coverage Under Federal Law (COBRA) (Public Law 99-272, Title X)

COBRA requires most employers’ sponsoring group health plan to offer employees and their families the opportunity for a temporary extension of health coverage (called "continuation coverage") at group rates in certain instances where coverage under the plan would otherwise end. The group rate of the continuation coverage will not be at the same employee rate in that the employee rate is determined by a weighted average of all employees and the continuation rate is based upon the actual invoiced amount of the individual employee plus an administration charge of the insurance company. Information about the program may be obtained from our carrier directly. Notices for COBRA coverage are mailed directly to the employee at their home address by our carrier upon termination, resignation or death.

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8 MSI Employee Handbook Insurance Benefits

8.3. Worker's Compensation

The firm provides Worker's Compensation insurance in compliance with the Worker's Compensation Law of the state in which the employee’s home office is located. To be eligible for compensation, an employee must have received personal injuries or illness in the course of and resulting from his employment on the job. All injuries or illnesses must be reported to your supervisor or a member of the Management Team immediately or no later than the end of your work day. The injury or illness must be reported on the "First Report of Injury or Illness" form and turned in to Human Resources. It is our goal that no employee suffers a work-related injury or illness. In addition, we will try to accommodate any work restriction by providing light duty work for a reasonable amount of time.

Each office has a suggested medical provider to provide medical services for an employee who is injured on the job or has a work-related illness. Each employee should check with their supervisor for the location of this provider.

Please note that in an emergency you may use the closest medical provider for care. (Emergency care is defined as a medical condition that if not immediately treated could lead to SERIOUS disability, death or to alleviate SEVERE pain.) In all other cases, it is suggested that you use the service provider for your home office.

8.4. Social Security

All employees are covered by the Old Age and Survivors Insurance of the Social Security Program and thus, are eligible for benefits in accordance with the laws governing this program.

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9 MSI Employee Handbook Savings and Retirement Plan

9.1. Summary Plan Description

Marine Solutions provides a Safe Harbor 401k plan. The plan is administered by the Contractor’s Plan. Information regarding the plan can be obtained from the Human Resources Department.

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10 MSI Employee Handbook Employment Regulations

10.1. Equal Employment Opportunity and Affirmative Action Program

Marine Solutions, Inc. (MSI) hereby issues a formal position statement that it is an Equal Employment Opportunity employer and will hire, train, develop and promote personnel without regard to race, color, religion, sex, national origin, marital status, disability, or veteran status. This equal employment opportunity policy applies to all employment practices, benefits, training programs, performance evaluation programs, company programs and practices, and all other terms, conditions and privileges of employment. MSI will do its best to make reasonable accommodations for known disabilities.

It is the policy of this company to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, sex, color, national origin, marital status, disability, or veteran status.

All members of MSI's staff who have supervisory, hiring and promotional authority have been advised of this policy. Staff members who are authorized to hire, supervise, promote and discharge employees, or who recommend such actions, or who are substantially involved in such actions, will be made fully cognizant of, and will implement, our equal employment opportunity policy and contractual responsibilities. To ensure that the above agreement will be met, the following actions will be taken as a minimum:

1) Periodic meetings of supervisory employees will be conducted before the start of work and then once every six months at which time our equal employment opportunity policy and its implementation will be reviewed and explained.

2) All new supervisory employees will be made aware of our equal employment opportunity regulations within thirty days following their reporting to work.

MSI will inform all employees, prospective employees, and potential sources of employees of our firm's equal employment opportunity policy by the following specifications.

1) Place notices and posters setting forth the firm's equal employment opportunity policy in areas readily accessible to employees, applicants for employment, and potential employees.

2) Utilize employee meetings, employee handbooks, etc., to inform all employees of the firm's EEO policies and procedures to implement this policy.

If, after analyzing our firm's present employment composition, and based on this analysis it is found that minority group members are under-utilized in the work force, the following appropriate actions will be taken:

1) MSI will include in all advertisements for employment the notation: "An Equal Opportunity Employer." We will insert all such advertisements in newspapers, or other publications, having a large circulation among minority groups.

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2) MSI will conduct a systematic and direct recruitment effort through public and private employee referral sources likely to yield qualified minority group applications.

3) MSI will encourage present employees to refer minority group applicants for employment by posting appropriate notices of such or by verbal communication with staff through staff meetings, etc.

To ensure that all personnel actions, including wages paid, working conditions, employee benefits, and all personnel actions of every type are being administered in a non-discriminatory manner, MSI will:

1) Conduct periodic inspections of working sites to ensure that working conditions and employee facilities do not include discriminatory treatment.

2) Periodically evaluate the spread of wages paid within each classification to determine any evidence of discrimination in wage practices.

3) Periodically review selected personnel actions in depth to determine whether there is evidence of discrimination. Where evidence is found, we will promptly take corrective action.

4) Investigate all complaints of alleged discrimination made to us in connection with our obligation under any contracts, attempt to resolve such complaints, and take appropriate corrective action.

MSI will have no discrimination in training and promotional opportunities and accordingly will:

1) Advise employees and applicants for employment of available training programs and entrance requirements for each.

2) Periodically review the training and promotional potential of minority group employees and will encourage eligible employees to apply for such training and promotion.

In the event that MSI utilizes subcontractors, we will:

1) Use our best efforts to utilize minority group subcontractors or subcontractors with meaningful minority group representation among their employees.

2) Use our best efforts to assure subcontractor's compliance with their equal employment opportunity obligations.

All of our staff is advised to be aware of the above stated policy. All prospective and new employees will be so advised in that:

1) The policy is contained in all employment advertisements.

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2) The policy is fully stated in our employee handbook.

10.2. Pre-Employment

At such time MSI extends an offer of employment, the offer will be conditional upon successful completion of a pre-employment drug screen and background check. The offer letter will clearly state that the completion of these screens is required and results received before the potential candidate begins employment with MSI.

10.3. Probationary Period

At such time MSI extends an offer of employment, the offer will explain that the first three (3) months of employment are considered to be a probationary period. This is put in place to give both parties a chance to gain an understanding of the expectations of the job and the employee's ability to perform.

10.4. Employment Eligibility Verification

MSI is required by the U.S. Department of Justice to examine evidence of identify and employment eligibility within three (3) business days of employment. Employees must present original documents. The Employment Eligibility Verification (I-9) form will be presented to the employee on his first date of hire. Failure to provide the necessary documentation in a timely manner may result in suspension of employment.

10.5. Sexual, Racial and Other Harassment in the Work Place

MSI is committed to providing a work environment for its employees, which is free from physical, psychological or verbal harassment of any kind including sexual and racial harassment.

Harassment includes any form of verbal or physical behavior which is unsolicited, unwelcome or interferes with an individual's work performance, or which creates an offensive work environment. This principle applies to race, color, religion, national origin, age, physical or mental handicap, and particular emphasis is placed on this definition as it applies to sexual and racial harassment.

Sexual harassment includes unwelcome sexual advances, requests for sexual favors, verbal abuse of a sexual nature, graphic verbal comments about a person's body, physical touching, sexual advances and propositions, sexually degrading words used to describe an individual, and the display in the work place of sexually suggestive objects or pictures. It also includes any threat or suggestion that a person's refusal to submit to a sexual advance will adversely affect the person's employment or career development.

Racial harassment includes any offensive racial conduct.

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Any employee, who believes that he or she is the object of harassment, or who has knowledge of any harassment of any other employee, should immediately report it to a member of the Management Team or Human Resources. A prompt, strictly confidential investigation will be conducted of any reported harassment and when appropriate, disciplinary action will be taken. MSI will retain confidential documentation of all allegations and investigation.

MSI considers harassment to be a major offense, which can result in disciplinary action, up to and including termination. Your support is essential if we are to maintain a positive and productive work environment, free of all such harassment.

10.6. Employee's Record

A permanent personnel record is maintained for each employee. It is important to the employee and the firm to keep the record up to date. It is important that any changes in the following information be reported to your supervisor and the accounting department.

1) Changes of home address (or mailing address) and/or telephone number

2) Change of status – married, family, childbirth, etc.

3) Legal change of name

4) Change of person to be called in emergency

5) Change of number of income tax deductions

6) Change of financial institution or bank account (for electronic deposit purposes)

7) Change of beneficiaries for life insurance and retirement plan

10.7. Performance Reviews

Performance reviews are designed to assist all employees in performing at their highest level. Evaluations are designed to give employees and their supervisor an opportunity to discuss employee strengths and areas in need of improvement, as well as establish goals for the employee's future performance and development.

Each employee shall be subjected to an annual performance review, usually during the month of January. Upon completion of the form, an interview will be conducted with the employee, and a minimum of two other people including the lead evaluator, a member of the Management Team, a member of Human Resources or a supervisor. The employee will be provided a copy of the completed form at the beginning of the interview and allowed time for review. Each topic on the form will then be discussed. Upon the conclusion of the interview, each participant will sign the original form. The original form will then be placed in the employee’s personnel file and all other copies will

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be destroyed. The employee can review the evaluation at any time during normal business hours by request to a member of the Management Team or Human Resources.

10.8. Salary Reviews

The Management Team will review each employee’s salary, generally in January of each year. Salary promotions and position promotions will be made on the basis of an employee's performance, his dependability, his ability to work with others, his capacity to assume greater responsibilities and his leadership ability. Ways in which an employee can prepare himself for promotions are:

1) Learn to do your present job as well as it can be done.

2) Find new means to improve your way of doing things and to increase your efficiency. Take advantage of every opportunity to upgrade your skills and keep abreast of new developments pertaining to your job.

3) Learn all you can about the firm's over-all operations—not just the operation and requirements of your job. Broaden your horizon so that you can become aware of the qualifications required in the better jobs to which you aspire.

4) Give yourself a personality check. If you discover weaknesses or deficiencies that might hinder your advancement, try to correct or overcome them.

5) Learn to work harmoniously with others. Your chances for advancement are enhanced by your ability to get along with your co-workers.

6) Help the people who work with you—and for you—to grow on the job, too. Developing an efficient team helps to qualify a supervisor for more important assignments.

7) Be a self-starter. Take the initiative in getting a job done. Don't wait for the firm to provide opportunities. Develop the desire to excel, and then work at it.

10.9. Separation from Employment

10.9.1. Voluntary Separation

An employee who intends to resign his position is expected to give adequate notice to his supervisor. This notice should be given as far in advance as possible. In order to separate in good standing, the employee is required to give two (2) weeks notice prior to the date he expects to leave the firm.

10.9.2. Involuntary Separation

Supervisors must notify Human Resources before initiating any involuntary separation.

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10.9.2.1. Inefficiency

An employee who demonstrates inability to perform in a satisfactory manner, is excessively absent from the job without adequate justification, or who exhibits lack of interest, carelessness or other traits resulting in failure to meet the standards established for his position, may be dismissed.

10.9.2.2. Misconduct

An employee who conducts himself in a manner which reflects unfavorably upon the firm or himself, will be subject to immediate discharge, for such cases as, but not necessarily limited to, the following:

1) Dishonesty

2) Consumption of alcohol during normal working hours or drunkenness on company premises, company vehicles, job site, or company function

3) Gambling during work hours

4) Destructive negligence

5) Drug abuse

6) Falsification of employment application or records

7) Insubordination

8) Imperiling safety of fellow employees

9) Falsifying time records

10) Unauthorized absence from work

11) Willful gross violation of rules or policies

For misconduct not warranting discharge, an employee may be suspended without pay for a period of time. The duration of this suspension will be determined by looking at the specifics of the infraction.

10.9.2.3. Loss of Driver’s License

Employees on work assignments requiring the operation of a vehicle shall maintain a valid driver’s license. Loss of a valid license may be a basis for termination of employment.

Employees must maintain an acceptable driving record during the course of employment. If the firm's general liability insurance carrier should determine, during their reviews, that an

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employee's driving record is substandard in their sole opinion, they may decide to exclude the employee from the policy. Should this occur, the employee will not be allowed to operate a company owned vehicle at any time. If the employee is required to drive for work duties, the employee will be required to drive their personal vehicle. Mileage driven on work related business will be reimbursed at the current IRS rate.

10.9.2.4. Reduction of Work Force

Employee(s) may be subject to layoff should there be a shortage of work within a particular area. The selection of employees to be laid off within the general classification of work affected will be determined based upon due consideration to (1) work performance, and (2) length of service with MSI.

10.9.3. Exit Interview

At the time that an employee submits his resignation, Human Resources should be notified and an exit interview will be scheduled. The Human Resources department and the employee's immediate supervisor shall conduct the exit interview.

The objectives of the exit interview are to determine the actual reason the employee is leaving MSI, to uncover any dissatisfaction the employee may have had with the organization, and to provide the employee an opportunity to express his views about MSI policies and procedures, benefits, job conditions, etc. Such feedback may require a review for corrective action.

The departing employee will be asked to complete a confidential questionnaire inquiring as to the specifics regarding their resignation from MSI. In addition, the departing employee should be provided information pertaining to final pay checks, benefits and return of company property.

10.9.4. Return of Property and Satisfying Financial Obligations

Individuals who terminate employment must return all MSI property to the appropriate supervisor and satisfy all financial obligations before their last work day. Examples of items that must be returned include, but are not limited to, the following:

1) Identification cards, keys to buildings and vehicles, and equipment

2) Cellular telephones, and other similar equipment

3) Any proprietary and confidential material including electronic correspondence, files and records

4) Credit, lodging and fuel cards

It is the responsibility of Human Resources to make certain that financial obligations are satisfied or plans are finalized to allow for obligations to be paid. These may include, but are not limited to, the following:

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1) Vacation advances

2) Personal purchase advances

3) Training Agreements

10.9.5. Access to Computerized Information Systems

Upon termination, Human Resources will make the appropriate arrangements to discontinue an employee's password and/or access to all MSI information systems. This also includes building security system codes to which the terminated employee may have had access.

10.9.6. Paperwork

Upon termination, the terminating employee will receive their final pay check and information on continuing benefits in a timely fashion and in accordance with state and federal law. The final pay check will include any unused, accumulated vacation that the employee had accrued. Vacation hours paid cannot exceed the maximum leave accrual. No payment will be made for unused sick leave.

10.9.7. Special Pay

Regardless of the circumstances surrounding an employee's departure from the organization, the employee's last date of pay should coincide with the employee's last day worked. Accordingly, no individual is authorized to offer any type of severance package or wages in lieu of notice without prior authorization of the Human Resource Department.

10.10. Questions and Complaints

Any employee who has questions or concerns regarding his employment is encouraged to discuss the matter with his supervisor or a member of the Management Team and not a fellow employee.

10.11. Staff Meetings and Seminars

MSI has established 8:00 am staff meetings to review existing workloads, conditions and policies. All employees except those working in the field, on vacation, or on sick leave are expected to attend these meetings.

From time to time staff seminars will be conducted. The topics of the seminars cover a wide variety of subjects including engineering issues, case histories, and general topics concerning the firm. A schedule of the seminars is available to all employees including the employees who should attend. All employees identified on the schedule, except those on vacation or sick leave, are expected to attend these meetings.

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11 MSI Employee Handbook Policies

11.1. Safety

All employees are encouraged to observe good safety policies and procedures when conducting the activities associated with their jobs. Any injuries incurred on the job are to be reported immediately to the employee's supervisor. Those requiring medical attention shall be promptly attended to and documented with the supervisor noting the date of occurrence, time of occurrence and nature of the injury.

11.1.1. Employer's Responsibility

The Williams-Steiger Occupational Safety and Health Act of 1970 requires that each employer furnish their employees a place of employment free from recognized hazards that might cause serious injury or death; the Act further requires that employers comply with the specific safety and health standards issued by the Department of Labor.

11.1.2. Employee's Responsibility

The Williams-Steiger Occupational Safety and Health Act of 1970 requires that each employee comply with safety and health standards, rules, regulations, and orders issued under the Act and applicable to their conduct.

11.1.3. Hardhats

Hardhats shall be worn by all personnel while around hoisting devices, cranes and other construction equipment, under and around overhead structures, drill rigs, drill sites, mine facilities, construction sites and other locations where the head is exposed to injury. The company will issue hardhats. Each employee is personally responsible for their own hat. Reissue of a hard hat will be made to an employee only upon return of a damaged hat. Lost hats or hats damaged by negligence will be reissued at the expense of the employee.

11.1.4. Hair

Any person with long hair, which is of sufficient length to become caught in moving equipment parts, must wear the hair in such a manner that it is completely concealed beneath a hard hat when working around construction equipment.

11.1.5. Hard Toe Safety Shoes

All field personnel shall wear hard toe safety shoes while working on construction sites. Employees are responsible for the purchase of their own hard toe safety shoes.

11.1.6. Safety Glasses

Safety glasses shall be mandatory for all employees when working on construction sites. Employees who wear prescription eyeglasses shall wear side shields. The company will provide safety glasses and side

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11 MSI Policies and Procedures Policies

shields. Each employee is responsible for their own safety glasses. Reissue of safety glasses will be made to an employee upon return of a damaged pair. Lost glasses or glasses damaged by negligence will be reissued at the expense of the employee.

11.1.7. Hearing Protection

The use of hearing protection shall be required from time to time when working in the on construction sites. The company will provide disposable hearing protection to each employee.

11.1.8. Vehicle Safety Belts

All employees are required to wear safety belts while traveling in all company vehicles, whether driving or riding.

Failure to observe the above policy can result in a one-week leave—without pay—NO WARNINGS WILL BE GIVEN. Continued abuse will result in dismissal.

11.2. Equipment Maintenance

All employees who have charge of or operate company owned equipment are responsible for the care and maintenance of the equipment in their charge. Gross negligence of this responsibility shall be grounds for dismissal.

11.2.1. Inoperative Equipment

Equipment that becomes inoperative and cannot be repaired on the job shall be marked with a tag and a brief description of the trouble shall be listed. The person operating the piece of equipment bears the responsibility of marking the equipment as being inoperative and informing their supervisor so that corrective steps can be taken. Any person noting equipment maintenance or repair that needs to be performed is to write up the needed repairs and submit them to Maintenance and the Operations Manager. No verbal repair orders are to be given. Everything must be in writing. If an item does not get repaired, make out a new report and continue to do so until the item gets repaired. The person operating the piece of equipment bears the responsibility of submitting the form so that corrective steps can be taken.

11.2.2. Accidents

All accidents involving equipment or vehicles shall be reported at once to the supervisor in charge, who shall promptly inform a member of the Management Team. The person receiving the report shall notify the other members of the Management Team and shall take corrective steps, if necessary, for the repair of the damaged equipment or vehicle. Failure of an employee to report an accident shall be grounds for dismissal. Also see Section 11.3.3. for other information concerning accidents.

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11.3. Company Vehicles

Company vehicles are furnished to employees to enable them to perform their work assignments. Only MSI employees are authorized to operate company vehicles. All personnel operating company vehicles must: (1) have a valid driver's license, (2) wear their seat belt and make sure that any and all passengers, whether riding in the front or back seat, also wear a seat belt, (3) not be under the influence of drugs or alcohol, and (4) not operate the vehicle at excessive speeds or in a reckless manner. Vehicles are assigned to personnel by the project supervisor on an "as needed basis" and vehicles are not to be used without the consent of the project supervisor. Except as noted below, vehicles assigned to personnel shall be used only for company business, which shall include travel to and from the work site, motels and restaurants.

Employees are expected to return the vehicles in a clean and fueled condition. If the vehicle is dirty, it is your responsibility to arrange to have the vehicle taken to a car wash. This does not relieve you of leaving bottles, food wrappers etc. in the vehicle. If the vehicle is not returned in a clean condition, you will be required to clean the vehicle on you own time.

Employees are permitted to use a company vehicle for purely personal use (emergency transportation, moving of household items, etc.) on infrequent occasions provided the vehicle is available and permission is obtained from a member of the Management Team. All personal use of company furnished vehicles is to be noted on the mileage sheets for the vehicle. MSI has elected to withhold income taxes on the value of an employee's personal use of an employer-provided motor vehicle. The total benefit amount will be determined at the end of the year, and the total value will be added to the employee's W-2 form. You may increase your withholding to compensate for this benefit.

11.3.1. Vehicle Mileage Sheets

Each employee, when driving a company vehicle, is responsible for recording the beginning and ending mileage, date, in and date out, destination, and project number on the vehicle mileage sheets contained in each vehicle. Mileage sheets are to be removed from the vehicle and turned in to accounting at the end of the month. Be sure to: (1) read the odometer, (2) enter this reading as "ending mileage" on the sheet if it has not already been entered, and (3) enter this reading as "beginning mileage" on the new sheet. Also, anytime you are recording mileage on mileage sheets, drop the "tenths" of miles. (Example: 75,922.9 should be recorded on the sheet as 75,922.)

11.3.2. Department of Transportation Logs

The federal Department of Transportation (DOT), in addition to normal vehicle operating laws, governs employees who drive trucks and trailers and other large equipment. If you operate a vehicle that requires a commercial driver’s license (CDL) or a DOT medical card, a DOT mileage log form must be completed in addition to the MSI mileage log. One copy of the completed log should be retained for your own personal records while the original log should be attached to your time record. Blank DOT mileage logbooks are available in the shop. Use of mobile applications, such as “iLog”, to complete the DOT logs is encouraged as long as the application is approved by a member of the Management Team. It is the employee's

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responsibility to notify his supervisor a month in advance when his medical card will expire. The supervisor will schedule a physical examination based upon the employee's schedule and workload at a predetermined medical facility. The company will pay for the physical examination.

11.3.3. What to Do In Case of an Accident on the Road

Insurance and vehicle registration slips are contained at the back of the mileage sheet folder. Under no circumstances should liability be admitted, or payment of any kind, be made to any person. Fill out the insurance forms, which may be obtained from Human Resources to the best of your ability as neatly as possible for action by our insurance company. Important: In case of an accident whether or not bodily injury or a death occurs, a telephone call must be made immediately to a member of the Management Team.

All drivers are required to report all accidents, personal injury, arrests and fines at the end of each trip.

11.4. Tool Boxes

Toolboxes with all items inventoried will be assigned to certain personnel. These tools are to be used to maintain company equipment and are the responsibility of the person to whom they have been assigned. Tools broken during use will be replaced at the expense of the firm. Tools lost by the employee will be replaced at the expense of the employee.

11.5. Purchases

All purchases made by an employee at a place of business, which maintains a charge account in the name of the firm, shall receive prior approval from a supervisor. All sales tickets must be signed by the employee making the purchase and the project number and equipment number must be noted. The cost of any item which does not bear proper identification or authorization shall be deducted from the employee's paycheck. See also Section 5.1.6.

11.6. Phones

11.6.1. Usage

Personal calls on company telephones shall be kept to a minimum. Office telephones are maintained for carrying out daily MSI business. Employees should discourage excessive incoming personal calls during working hours.

When using telephones in the office, be considerate of other people. Each telephone is equipped with a hands-free (speakerphone) feature. Unless necessary, i.e. other people in the room need to hear the conversation, the telephone handset should be used in order to reduce unnecessary noise in the office. The handset should always be used when talking with a client unless it is a conference call involving

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someone else in the room. This is common courtesy and lets the other person know that you respect the privacy of the telephone call.

11.6.2. Cellular Phones

This policy about cellular phone usage applies to any device that makes or receives phone calls, leaves messages, sends text messages, surfs the Internet, or downloads and allows for the reading of and responding to email whether the device is company-supplied or personally owned.

11.6.2.1. Company Owned and Supplied Devices MSI recognizes that cell phones are an important and necessary tool in the performance of certain employees’ job duties. The Management Team will determine which employees require company owned devices. MSI will be responsible for the cellular plan and will issue the employee a smartphone if he/she does not have one available. Employees will be personally responsible for maintaining a working smartphone. Replacement of the device will be the employee’s responsibility.

An employee who uses a company-supplied device or a company-supplied vehicle is prohibited from using a cell phone, hands on or hands off, or similar device while driving, whether the business conducted is personal or company-related. This prohibition includes receiving or placing calls, text messaging, surfing the Internet, receiving or responding to email, checking for phone messages, or any other purpose related to your employment; the business; our customers; our vendors; volunteer activities, meetings, or civic responsibilities performed for or attended in the name of the company; or any other company or personally related activities not named here while driving.

11.6.2.2. Cell Phones or Similar Devices at Work MSI is aware that employees utilize their personal or company-supplied cellular phones for business purposes. At the same time, cell phones are a distraction in the workplace. To ensure the effectiveness of meetings, employees are asked to leave cell phones at their desk. Or, on the unusual occasion of an emergency or anticipated emergency that requires immediate attention, the cell phone may be carried to the meeting on vibrate mode.

11.6.2.3. Personal Cell Phone or Similar Device Use for Business MSI is aware that employees currently use their cell phones for business purposes while driving in their personal vehicle and using their personal cell phone or similar device. Due to research that indicates that cell phone use while driving is dangerous, and may even approach the equivalent danger of driving while drunk, according to some studies, your company prohibits employee use of personal cellular phones, either hands on or hands free, or similar devices, for business purposes related in any way to our company, while driving.

This prohibition of cell phone or similar device use while driving includes receiving or placing calls, text messaging, surfing the Internet, receiving or responding to email, checking for phone messages, or any other purpose related to your employment; the

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business; our customers; our vendors; volunteer activities, meetings, or civic responsibilities performed for or attended in the name of the company; or any other company related activities not named here while driving. You may not use your cellular phone or similar device to receive or place calls, text messages, surf the Internet, check phone messages, or receive or respond to email while driving if you are in any way doing activities that are related to your employment.

We recognize that other distractions occur during driving, however curbing the use of cell phones, while driving, is one way to minimize the risk, for our employees, of accidents. Therefore, you are required to stop your vehicle in a safe location so that you can safely use your cell phone or similar device. Engaging in company business using a cell phone or similar device while driving is prohibited.

Employees who violate this policy will be subject to disciplinary actions, up to and including employment termination.

11.7. Record Keeping

The nature of the work performed by the firm requires that employees keep various records pertaining to projects on which they are assigned to work. It is essential that these records be legible, complete and accurate. Poor records reflect directly upon an employee's performance and bear upon the evaluation of an employee's ability to perform his assigned task.

11.8. Computer Use

MSI is a strong believer in technology. We try to maintain our technology equipment in a current and top quality condition. The computers and related equipment are provided to employees for company use. Although not prohibited, personal use is to be a minimum. This includes the email system and accessing Internet sites that are not work related. The following paragraphs address specific uses of the computer system including email and the Internet. Employees who violate this policy will be subject to disciplinary action, which can include immediate termination. Illegal acts involving electronic communications may also be subject to prosecution. MSI reserves the right to amend this policy at its discretion. In case of amendments, users will be informed appropriately.

11.8.1. General

1) Each user will receive access to the MSI network and will be required to assign a unique password. It is the responsibility of the employee to protect this password from others and to change it on a regular interval. To change your password, please contact Human Resources.

2) An employee must receive authorization from the network administrator before installing and using software on company machines. Proper documentation and licenses shall be required for all installed software. Employee owned software programs are not to be installed on company owned machines. Illegal or "pirated" software shall never be installed on company

http://humanresources.about.com/od/glossaryt/g/termination.htm

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machines. Software purchased by the company shall be used on company machines only, and not removed from the company premises.

3) Under no circumstances shall any employee install software on network servers. Only the network administrator has the authorization to install software on network servers.

4) Computer disks containing files for use in work such as drawings and other documents shall be scanned before copying on to your workstation or network. Contact the network administrator for instructions on scanning.

5) Screensavers or background wallpaper which can be construed as questionable, offensive or suggestive are prohibited.

6) Each user is responsible for maintaining his computer. Regular deletion and/or backing up of files should be practiced. This includes both network files and files stored on the workstation machine.

11.8.2. Email

1) MSI's approved email programs are Microsoft Outlook and the Microsoft Office Web App . These are the only acceptable program for use on company owned machines. All other email programs are prohibited from use at MSI and shall be removed from the computer.

2) Employees must constantly be aware of computer viruses. Prior to opening email from an unknown source, check the subject line for information that is out of the ordinary. Do not open email attachments unless you know the attachment is virus free. When in doubt, contact the network administrator. If you receive email that contains a virus, contact the network administrator and delete the email before opening or viewing an attachment. In addition, delete the file from the computer trashcan.

3) It should be realized that email is not as private a form of communication as conventional mail or telephone calls. Email may be mis-delivered or viewed during transmission. The use of email should be avoided for confidential or sensitive communications.

4) To ensure that the hard copy project files contain all relevant information pertaining to projects, project-related email folders should be reviewed and information that is appropriate for project files should be printed and placed in the hard copy file. This will allow having one central location to find all information related to a project and anyone needing the information will have access to it.

11.8.2.1. Legal Risks

Email is a business communication tool and users are obliged to use this tool in a responsible, effective and lawful manner. Although by its nature email seems to be less

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formal than other written communication, the same laws apply. Therefore, it is important that users are aware of the legal risks of email:

• If you send email with any libelous, defamatory, offensive, racist or obscene remarks, you and MSI can be held liable.

• If you forward email with any libelous, defamatory, offensive, racist or obscene remarks, you and MSI can be held liable.

• If you unlawfully forward confidential information, you and MSI can be held liable.

• If you unlawfully forward or copy messages without permission, you and MSI can be held liable for copyright infringement.

• If you send an attachment that contains a virus, you and MSI can be held liable.

By following the guidelines in this policy, the email user can minimize the legal risks involved in the use of email. If any user disregards the rules set out in this Email Policy, the user will be fully liable and MSI will disassociate itself from the user as far as legally possible.

11.8.2.2. Legal Requirements

The following rules are required by law and are to be strictly adhered to. It is prohibited to:

• Send or forward emails containing libelous, defamatory, offensive, racist or obscene remarks. If you receive an email of this nature, you must promptly notify your supervisor.

• Forward a message without acquiring permission from the sender first.

• Send unsolicited email messages.

• Forge or attempt to forge email messages.

• Disguise or attempt to disguise your identity when sending email.

• Send email messages using another person's email account.

• Copy a message or attachment belonging to another user without permission of the originator.

Email messages may be forwarded from one recipient to another, printed, filed, or electronically stored. Even when deleted, email may be kept in back-up files and retrieved, or even restored from the hard drive. When using email, bear in mind that transmissions may be used publicly or even in a lawsuit. Under no circumstances should messages be transmitted that are threatening, harassing or offensive, or sexually oriented.

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The email system belongs to the company, and any email that comes through the MSI server is property of MSI. Each employee's email use and the contents of the employee's email account are subject to monitoring by the company. It is not the intent of MSI to monitor an employee's email account, but it should be understood that the company has this right.

Employees should not use other employee's passwords to gain access to co-workers' email files, unless that individual has granted proxy rights.

The company's email system is provided to each employee to use for work related purposes. Although a limited amount of personal email will be tolerated, personal use should be minimal and is subject to the guidelines in this manual.

The use of email is prohibited for the following items: chain letters, gambling, joke boards, solicitation, personal advertising, or other illegal or inappropriate purposes. If you have any doubts about the appropriateness of the content, do not send it.

Trade secrets or confidential company information should never be transmitted by email.

In order to minimize the amount of data stored on the email file server, work related Email should be viewed and if necessary, printed to obtain a hardcopy. The hardcopy should be placed in the appropriate file as the official file copy. The electronic version should be deleted from the computer. Storing email messages on the computer is discouraged.

Blast email or "Shotgun" email are discouraged. This type of transmission should only be used when necessary and are prohibited for items that are not work related.

11.8.2.3. Best Practices

MSI considers email as an important means of communication and recognizes the importance of proper email content and speedy replies in conveying a professional image and delivering good customer service. Users should take the same care in drafting an email as they would for any other communication. Therefore MSI wishes users to adhere to the following guidelines:

1) Writing emails:

• Write well-structured emails and use short, descriptive subjects.

• MSI's email style is informal. This means that sentences can be short and to the point. You can start your email with 'Hi', or 'Dear', and the name of the person. Messages can be ended with 'Best Regards'. The use of Internet abbreviations and characters such as smileys however, is not encouraged.

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• If you wish to include an electronic signature with your Email transmission, use the format in the following example.

----------------------------------------------------------------- Marine Solutions, Inc. John Doe Commercial Diver 225 Industry Parkway Nicholasville, Kentucky 40356 (859) 260-1055 (859) 554-4100 fax (859) 555-5555 cell [email protected] www.MSImarinesolutions.com

• Users must spell check all emails prior to transmission. This can be set-up in Outlook to be done automatically.

• Do not send unnecessary attachments. Compress attachments larger than 200K before sending them.

• Do not write emails in capitals.

• Do not use cc: or bcc: fields unless the cc: or bcc: recipient is aware that you will be copying a mail to him/her and knows what action, if any, to take.

• If you forward emails, state clearly what action you expect the recipient to take.

• Only send emails of which the content could be displayed on a public notice board. If they cannot be displayed publicly in their current state, consider rephrasing the emails, using other means of communication, or protecting information by using a password (see confidential).

• Only mark emails as important if they really are important.

11.8.2.4. System Monitoring

Users expressly waive any right of privacy in anything they create, store, send or receive on the company's computer system. MSI can, but is not obliged to, monitor emails without prior notification. If there is evidence that you are not adhering to the guidelines set out in this policy, MSI reserves the right to take disciplinary action, including termination and/or legal action.

11.8.2.5. Questions

If you have any questions or comments about this Email Policy, please contact a member of the Management Team. If you do not have any questions MSI presumes that you

mailto:[email protected]

http://www.msimarinesolutions.com/

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understand and are aware of the rules and guidelines in this Email Policy and will adhere to them.

11.8.3. Internet

1) Under no circumstances may employees access or download material from sexually oriented sites, or transmit material or messages that are sexually offensive or harassing, threatening, obscene, offensive, or discriminatory.

2) Downloading material from an Internet site may implicate copyright law. If you are in doubt of whether or not material may be downloaded without violating copyright laws, contact the network administrator.

3) MSI reserves the right to monitor Internet usage to assure compliance with these policies. It is not the firm's intent to monitor Internet usage, but the employee should be aware that MSI has that right.

4) Personal Internet usage should be kept to a minimum and only during off-hours.

5) In order to maintain the maximum bandwidth for work-related items, it is prohibited to use the Internet to view videos and download/listen to music that is not work related.

11.9. Smoke Free Facilities

All MSI office buildings and vehicles are designated as smoke free facilities.

11.10. Attendance at Conferences and Seminars

When attending conferences and seminars, the allowable work hours that may be charged for each day (Monday through Friday) shall be a maximum 8 hours per day. For a full 5-day event (Monday through Friday), the allowable work hours that may be charged for the week shall be a maximum of 40 hours per week.

Additional pay for travel time will not be allowed if it occurs outside the normal 8-hour day or 40-hour week limit. For example, a person will not be paid travel time on Sunday or Saturday although it might be necessary to be at the event on Monday or Friday. If reasonable travel arrangements can be made to return home on the day an event concludes, you are expected to do so to avoid the expense of an additional overnight stay. The logic behind this policy is that the employee benefits as much as the company by attending conferences and seminars. If the company pays all travel and lodging expense, it is only fair to ask the employee to limit daily and weekly personnel time charges. If your spouse travels with you and attends events at the seminar, all expenses for the spouse will be the responsibility of the employee.

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The policy does not apply to individuals who are presenters at a conference or seminar. It also does not apply to individuals who are required by the company to attend a conference or seminar for the purpose of working in the company's display booth. This is considered to be a "pure" marketing effort for the benefit of the company and the employee will be paid for all time spent working the booth and for all time spent traveling to and from the event. The policy does apply to individuals attending conferences, seminars and meetings where "soft" marketing efforts (without the company's display booth) are conducted through social and casual association with clients or potential clients. Again, it is felt that the employee benefits from such events by being given the opportunity to develop social and professional skills.

11.11. Inclement Weather

On workdays having inclement weather, employees are expected to report to work if possible. Depending on the circumstances, it may be necessary for employees to arrive late or to leave early. Employees are to log only the hours worked when filling out their time records. No additional time due to inclement weather should be added to the actual time unless the supervisor directs the employee otherwise.

11.12. Dress Code

MSI is a professional organization and therefore, all employees are expected to dress accordingly. Employees should dress according to their job responsibility, and maintain an overall image of professionalism, which demonstrates concern and respect for MSI clients and visitors. Clothes shall be neat, clean, properly fitted and appropriate for the particular job the employee is performing. Clothing should not have offensive, harassing or sexual references printed on them. If you are uncertain about the appropriate dress for a function or a meeting, ask your supervisor or other employees who will be in attendance.

11.13. Concealed Weapons

Carrying of concealed deadly weapons inside MSI's buildings and company-owned vehicles is prohibited.

11.14. Professional Organizations

MSI pays dues for all engineers in the American Society of Civil Engineers (ASCE) and the National Society of Professional Engineers (NSPE) which includes membership at the state level as well. The firm believes these organizations are vital to the well being of the engineering profession and that each engineer as a professional should be involved with these organizations. Therefore, each engineer who is a member of these organizations is expected to attend at least two chapter meetings per year per organization. These meetings are typically held as lunch meetings and include a speaker on engineering or related topics. Cost of the lunch may be reported on the time record for reimbursement as explained in Section 5.

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In addition to ASCE and NSPE, MSI supports other professional organizations. MSI will pay for basic membership dues for a professional interested in joining an organization that has a direct impact on the well being of the firm. To maximize our dollars and to eliminate duplicate memberships, a supervisor or a member of the Management Team should approve membership in these professional organizations.

11.15. Professional Certifications

Certification through licensure or registration is a goal that each professional should strive to achieve. The firm is a strong believer in this principle and therefore, MSI will pay the examination fee for professional certification examination that is of benefit to the company the first time an employee sits for the examination. Approval of the examination fee must be by a member of the Management Team prior to sitting for the examination. If the employee is required to sit for the examination again, the examination fee will be the responsibility of the employee. Reimbursement of the examination fee should be in accordance with Section 5.

Employees who are required to sit for certification examinations during normal work hours (Monday through Friday) will receive pay up to eight hours or the actual examination time whichever is less for the day of the initial examination. Preparation and study for examinations should be conducted outside of normal work hours and should not be recorded on an employee's time record for reimbursement.

Upon successful licensure or registration, the firm will pay for the initial and renewal fees in states or organizations that benefit the well-being of the firm. A supervisor or a member of the Management Team must grant approval of reimbursement for these fees.

11.16. Conflicts of Interest

It is the Company's policy that employees must avoid any actual, apparent, or potential conflict of interest. This means, first, that employees must not engage in activity that is detrimental to the Company or deprives it of a legitimate profit, and second, that employees must not improperly use their position with the Company in order to benefit themselves, their relatives, friends, or other businesses at the expense of the Company.

The following is a partial list of situations which have the potential to cause a conflict of interest and as such are to be avoided by employees:

• Failing to disclose, in writing, any ownership, control, beneficial interest or investment an employee may have in any firm seeking to do business with the Company, or any relationship with any person who may benefit from such a transaction.

• Lending or borrowing personal funds from any customer, supplier, competing company or subordinate.

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• Accepting any employment, compensation, or other form of financial benefit from any customer, supplier, or competing company.

• Accepting any gifts, entertainment, services or other favors from any vendor, supplier, contractor, or subordinate other than items of nominal value.

• An employee utilizing for themselves or family members any living quarters, cabins, lodges, apartments, air craft, offices, or retreat facilities owned or sponsored by any vendor, supplier, contractor, or subordinate. However, infrequent exceptions for events such as supplier-sponsored seminars or plant visits may be approved by the Management Team.

• Profiting directly or indirectly from any confidential information any employee may have gained during the course of their employment, including but not limited to, the sale or other transfer of any information relating to the Company's product, processes, machinery and equipment design, trade secrets, or other proprietary information.

• Jointly owning property with or conducting any business which is not on behalf of the Company with any vendor, supplier, contractor, or agency or their fellow officers or employees.

• Failing to notify and receive approval from the Management Team for any outside directorships.

11.17. Disciplinary Procedures

All employees are expected to comply with MSI's standards of conduct and performance and any noncompliance with these standards must be remedied.

Under normal circumstances, MSI endorses a policy of progressive discipline in which it attempts to provide employees with notice of deficiencies and an opportunity to improve. It does, however, retain the right to administer discipline in any manner it sees fit. This policy does not modify the status of employees-at-will or in any way restrict MSI's right to bypass the disciplinary procedures suggested.

The normal application of progressive discipline should be:

• If an employee is not meeting MSI standards of behavior or performance, the employee's Supervisor shall meet with the employee to discuss the nature of the problem and the action necessary to correct it. The Supervisor shall prepare a written memorandum indicating the meeting has taken place.

• If there is a second occurrence, the Supervisor shall hold another meeting with the employee and issue a written reprimand to the employee warning that a third incident will result in more severe disciplinary action up to and including termination.

• If there are additional occurrences, the Supervisor has the option of issuing another written reprimand, suspending the employee without pay for up to five working days, or recommending

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termination. The Management Team will review and approve all recommendations for termination before any final action is taken.

The progressive discipline procedures listed above may also be applied to an employee who is experiencing a series of unrelated problems involving job performance and/or behavior. In cases involving serious misconduct, or any time the Supervisor determines it is necessary, such as a major breach of policy or violation of law, the above procedures may be altered or disregarded. The Supervisor may suspend the employee immediately, and if appropriate, recommend termination of the employee. An investigation of the incidents leading up to the suspension will be conducted by the Management Team to determine what further action, if any, should be taken. Employees suspended from work will not receive or accrue any employee benefits during the suspension, unless management grants an exception.

Employees who believe that they have been disciplined too severely, or who question the reason for discipline are encouraged to utilize the Grievance Procedures outlined in Section 11.18.

11.18. Grievance Procedure

Employees are given an opportunity to present their work-related complaints and to appeal management decisions through a grievance procedure.

Employees who feel they have a grievance must, in writing, promptly bring it to the attention of their immediate Supervisor. The Supervisor is to investigate the grievance, attempt to resolve it, and give a decision to the employee within a reasonable time.

If the grievance involves the Supervisor, or the employee, for whatever reason, is uncomfortable discussing it with the Supervisor, or the employee is dissatisfied with the Supervisor's decision, the employee is free to take the problem to the Management Team. The Management Team will, in a timely fashion, confer with the employee and the Supervisor, investigate the issues, and communicate a final and binding decision in writing to all parties involved.

Final decisions on grievances will not be precedent-setting or binding on future grievances unless they are officially stated as Company policy. Further, this policy does not alter the employment-at-will relationship in any way.

11.19. Contract Authority

No employee other than an owner has the authority to contractually bind MSI to an agreement. Care and discretion should be exercised when signing contracts or other legally binding documents, regardless of the dollar amount.

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11.20. Signing of Letters, Reports and Other Non-Contract Documentation

From time to time, it may be necessary for someone to sign a document for you in your absence. If this happens, the person should sign your name as typed and then next to the signature write "by ________(fill the blank with your initials or name).

11.21. Solicitation and Distribution

MSI prohibits solicitation and distribution on company premises by non-employees and permits solicitation and distribution by employees only under the conditions outlined in this policy. Limits are placed on solicitation and distribution on company premises because those activities can interfere with normal operations and reduce employee efficiency.

Individuals not employed by the firm are prohibited from soliciting funds or signatures, conducting membership drives, distributing literature or gifts, offering to sell merchandise or services, or engaging in any other solicitations, distributions, or similar activity on Company premises.

MSI may authorize a limited number of fund drives by employees on behalf of charitable organizations or for employee gifts. The following restrictions apply when employees engage in permitted solicitation or distribution of literature for any group or organization:

1) Solicitation and distribution during the working time of either the employee making the solicitation or distribution, or the targeted employee, is prohibited.

2) Distribution of literature is prohibited in work areas at all times.

3) Distributing literature in a way that causes litter on Company property is prohibited.

The company maintains bulletin boards to communicate company information to employees and to post notices required by law. These bulletin boards are for the posting of Company information and notices only, and only persons designated by the Management Team may place notices on or take down materials from the bulletin boards. The unauthorized posting of notices, photographs, or other printed or written materials on bulletin boards or any other company property is prohibited.

11.22. Purchases of Books, Periodicals, and Software

Prior to purchasing books, periodicals or software, approval must be granted by your supervisor or a member of the Management Team. If a purchase is made without approval, reimbursement may be denied based upon the decision of the Management Team.

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11.23. Confidential and Proprietary Information

MSI may disclose to employees, during the course of employment, oral, visual or written information relating to MSI's business for the purpose of enabling the employee to perform their employment, and the employee shall treat the information as "Confidential Information."

During the period of employment and for a term of 10 years thereafter, the employee will keep inviolate all such Confidential Information, neither discussing it to any extent nor imparting it visually, orally, in writing, or in any manner whatsoever to any person outside of MSI's organization or to other employees who are not authorized to receive it.

Confidential Information as herein defined may include, but is not limited to, matters not generally known outside of MSI's organization and includes both:

1) Information of a technological nature, such as its methods of designs, drawings, software, research, development proposals, projects, engineering and test data including method and means, patent applications and patentable or unpatentable inventions; and

2) Information regarding the general business operations of MSI; for example, including its past or contemplated business, sales, costs, profits, pricing methods, and other marketing information and records, as well as personnel and organizational information.

An employee shall not remove any property belonging to MSI from office buildings or a job site.

11.24. Personal Dive Gear / Helmet (Hat) Rental

MSI expects commercial divers to supply their personal dive gear. Divers are required to possess and maintain in good working order the following equipment:

• Diving helmet with current certification;

o Helmet certification is required annually with documentation submitted to MSI.

o The annual certification must include MSI approval of the helmet for use in diving.

o MSI reserves the right to prohibit use of a personal helmet on MSI projects.

• 4-part ADCI-compliant harness with snap shackle;

• Bailout bottle (minimum 30 c.f.) with current hydrostatic (hydro) and visual inspections;

o Hydro inspections are to be performed every five years.

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o Visual inspections are to be performed annually.

• First stage regulator with:

o Overpressure relief valve;

o Pressure gauge; and

o Bailout whip.

• Dive knife;

• Thermal protection appropriate for the diving conditions (i.e., wetsuit or drysuit);

o MSI may provide a hot water unit based on project type and duration.

o Divers are expected to be able to perform their duties without the use of hot water, if necessary.

• Gloves appropriate for the diving conditions;

• Steel-toe bottom boots;

• Weight belt

Divers are responsible for repair and/or replacement of all gear damaged or lost in the course of the normal execution of their duties. All repairs must be performed by a technician or service provider certified or accredited for the work being performed.

MSI may, at its discretion, allow an employee to rent a company-owned helmet. The employee should submit a rental request to his/her supervisor who, in turn, will notify the MSI Controller once the rental has been approved. Employees renting a helmet from MSI will be charged a rental fee of $20 per day, which will be withheld from the employee’s paycheck. The supervisor who approved the helmet rental is responsible for notifying the Controller when the rental period ends.

Employees who rent a company-owned helmet are responsible for the helmet while it is in their possession, including performance of an inspection prior to use and day thereafter until returned. Damaged or defective helmets must be brought to the attention of a supervisor immediately. The helmet and associated equipment should be thoroughly cleaned prior to returning to MSI. Rented equipment should always be returned to MSI for inspection prior to issuance to another diver.

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12 MSI Employee Handbook Health and Safety Plan

12.1. Application and Enforcement of the Health and Safety Plan

The project manager will be directly responsible for all accident prevention, and will be responsible for submitting all reports and data concerning health and safety.

The field supervisor will be responsible for the enforcement of the safety plan at the project site.

Any supervisor, employee, subcontractor or visitor whose safety conduct jeopardizes personal safety or safety of others shall be removed from the work activity area.

All visitors to the work site will be required to read and comply with the site-specific health and safety plan. In case of noncompliance, the visitor will be requested to leave and the incident shall be documented.

12.2. Safety Instructions to Employees

All employees will be given and required to read a printed statement of the MSI Safe Practices Manual at the time they are hired. The employee will be required to signify his agreement by signing the statement, which will be subsequently placed in his personnel file.

All new employees will be closely observed by supervisory personnel to determine their ability to perform their tasks and comply with the health and safety plan.

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13 MSI Employee Handbook Drug and Alcohol Abuse Policy

13.1. Policy Statement

On November 18, 1988, President Reagan signed the Omnibus Drug Bill which contains a special section entitled "Drug-Free Workplace Act of 1988". This law applies to federal contracts $25,000 or above, and each federal contractor with contracts meeting that dollar threshold must establish and implement a program that will provide a drug-free workplace.

It is the intent of MSI to provide a workplace which is safe and free from the destructive influence which would result from any exposure to the manufacture, distribution, dispensing, possession, or use by any employee, of any controlled substance (drugs).

MSI will ensure that all management personnel, working supervisors, and each employee are aware of this policy.

MSI will not tolerate any violations of this policy, nor violations of federal or non-federal statutes dealing with the manufacture, dispensing, possession, distribution, or use of any controlled substance (drugs) in the workplace. Further, MSI forbids any person, employee or non-employee to show up or occupy a Company workplace under the influence of any controlled substance, or alcohol, or attempt to manufacture, distribute, dispense, possess, or use any controlled substance (drugs) thereon. Prohibited drugs include but are not limited to: marijuana, hashish, heroin, cocaine, hallucinogens, and depressants and stimulants not prescribed for current personal treatment by a licensed physician. Any measurable amount of any illegal drug or intoxicant in the body is deemed sufficiently high enough to possibly preclude employment or grounds for termination.

13.2. Compliance by Employee

It is the policy of MSI that the use, sale, distribution, or possession of drugs or alcoholic beverages on its premises or at assigned worksite is strictly prohibited. This policy also covers all legal or prescription drugs which impair an employee's ability to perform his job safely and properly.

MSI will not tolerate an employee being under the influence of any drugs or alcohol while working. Employees, their possessions, and company-issued property are subject to search and surveillance at all times on company premises or while on company business. MSI conducts pre-employment drug screening and may test employees for drugs or alcohol when there is reasonable suspicion to warrant such testing. Any violation of this policy will result in disciplinary action, up to and including termination of employment, being taken against employee.

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13 MSI Employee Handbook Drug and Alcohol Abuse Policy

13.3. Subcontracts

As a condition to signing contracts with many of our clients, MSI may agree to observe drug policies that our clients have in place for subcontractors working in their facilities. When this occurs, MSI will provide a copy of the appropriate drug policy to all employees entering our client's facilities. MSI will expect that all employees fully comply with all such provisions.

13.4. Employee Assistance Program

MSI considers alcoholism and other drug addictions to be treatable. We urge employees who are experiencing drug and alcohol-related problems to seek confidential assistance to resolve these problems before they require disciplinary action or management referral. Many local governments have comprehensive care centers that offer drug and alcohol counseling. These facilities are often funded with government funds and will charge on an ability to pay basis. If you qualify, benefits may be available from our health insurance plan.

Employment at MSI will not be jeopardized by participation in a treatment program. On the contrary, we view successful treatment as positive. Nevertheless, the employee's participation will not prevent normal disciplinary action for a violation that may have already occurred or relieve the employee of the responsibility to perform assigned duties safely and efficiently.

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14

MSI Employee Handbook MSI Statement of Understanding

14. Statement of Understanding

Statement of Understanding I, _______________________________________, an employee of Marine Solutions, Inc., do certify that I have read and understand the MSI Employee Handbook. I understand and agree to abide by the policies and procedures set forth in the handbook. I also understand that the handbook is not a contract of employment, does not in any way limit the right of MSI to terminate my employment and that my employment may be terminated at any time, with or without notice, within the sole discretion of the MSI management. I certify that I have read and understand the "Drug-Free Workplace Policy" of this Company. I understand that I may be terminated from employment for a criminal conviction of any federal, or non-federal statute involving a drug abuse on or at the workplace. This statement simply acknowledges that instructions the Company has given me on a "Drug-Free Workplace." Signed this day of , .

Employee Signature

Witness Signature

Documents

MSI Employee Handbook...Page 2-1 Section 2 MSI Employee Handbook Employee Classifications and Compensation 2.1. General The following information defines employee classifications and