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Welcome to CRISWELL AUTOMOTIVE. We are a dealership group competing with many others, but we are a unique organization. Since 1972, we have successfully sought to establish our reputation through honesty, competitive sales, and responsive, effective service practices. We believe that a high degree of customer satisfaction is the key to developing the topflight business reputation vital to a successful dealership. The goal of all of us must be to make CRISWELL AUTOMOTIVE the best place to work and do business in our community.

CRISWELL AUTOMOTIVE management and staff operate the dealerships in a style befitting the automotive products we represent. Basic to that management style is our philosophy: "OUR GREATEST ASSET IS THE CUSTOMER." This philosophy must be foremost in our minds and reflect in the operation of this dealership every day.

Its not good enough to just satisfy customers today (they expect that), we must learn how to IMPRESS and DELIGHT CUSTOMERS and make their experiences with us MEMORABLE, if we are to attract new customers and retain old ones! To accomplish this, we believe that HAPPY EMPLOYEES GENERATE HAPPY CUSTOMERS, ESl=CSI.

The opportunity here is a unique one for you. You will be associated with some of the finest people in the automobile business. It is an opportunity for you to learn, to contribute and to grow professionally.

This Employee Handbook has been developed to clarify personnel policies applicable to the employees of CRISWELL AUTOMOTIVE. It is designed to be a reference to guide present employees as well as to provide initial information to new personnel.

Management recognizes the importance of each employee's individual contribution to the Company's success. These contributions are most effective when all staff members work together as a team. We encourage you to be an active participant in the business and to develop to your fullest potential with our Company. We are a customer-oriented business and recognize that this attitude will ensure our business success.

We believe that a well-informed employee makes the best employee. This Handbook is intended to provide information concerning important Company policies, procedures, benefits, privileges and responsibilities which are yours as an employee. Please study it. Although this is not a book of rules, many Company regulations and principles are included. The need for these regulations, for the most part, is self-evident, understandable and are necessary. Proper individual conduct and consideration for your fellow employees will help us to keep policies, procedures and regulatory controls to a minimum.

The policies contained in this Handbook do not create any contract of employment, nor do they constitute the terms of an implied agreement with the Company. All employees are considered "at will" employees unless they have a written contract to the contrary. Likewise, nothing in this Handbook shall be construed to erode the employment-at-will doctrine. "At will" means employment may be terminated with or without reason by either the employee or the Company. Many of the Dealer Voluntary Benefits outlined in this Handbook are mere summaries of the actual benefits provided to employees in other detailed documents provided when eligible. The Company reserves the right to make and enforce new policies or procedures, and to enforce, change, abolish or modify existing policies and benefits as the Company may consider necessary with or without notice.

All the rights, prerogatives and functions of management which are not addressed by this Handbook are reserved and retained exclusively to the Company.

The keynotes of this Company are team-work and mutual respect, both of which will serve our customers, Company and ourselves. We welcome you as a new member of the Company and hope that your stay with us will be long, mutually pleasant and profitable.

THIS EMPLOYEE HANDBOOK IS ON CONSIGNMENT TO YOU AS COMPANY PROPERTY AND WILL BE RELINQUISHED ALONG WITH OTHER COMPANY PROPERTY SHOULD EMPLOYMENT BE TERMINATED. After you have read this Handbook, please keep it in a convenient place for future reference and updating. A $50.00 consignment charge will apply if this Handbook is not returned upon termination of employment.

By accepting your position with CRISWELL AUTOMOTIVE, you have accepted the responsibility of conducting yourself in a manner exemplary of the products you represent ... CHEVROLET, HONDA, NISSAN, HUMMER, LOTUS, ISUZU, COMMERCIAL SPECIALTY VEHICLES, and MEDIUM DUTY TRUCKS.

Management operates an open door policy. For situations not covered in this Handbook or if you need further information or clarification, please feel free to consult either the General Sales Manager, Director of Fixed Operations (Parts & Service) or the Controller.

Throughout this Employee Handbook, the pronouns he, him, and his are used interchangeably with he/she, him/her, and his/hers. All personal pronouns are intended to include both genders and in no way should be construed to imply a bias towards males in the organization.

OUR MISSION STATEMENT

IT IS THE MISSION OF CRISWELL AUTOMOTIVE TO PROVIDE OUR CUSTOMERS WITH CONSISTENT QUALITY MOTOR VEHICLES, RELATED PRODUCTS AND SERVICES AT COMPETITIVE PRICES THAT ADD VALUE AND CREATE CUSTOMER LOYALTY.

WE WILL OPERATE EACH DEPARTMENT IN A PROFESSIONAL MANNER, WITH A COMMITMENT TO LEADERSHIP IN THE MARKETAREA WE SERVE. ADDITIONALLY, WE WILL PROVIDE OUR EMPLOYEES WITH A GOOD WORKING ENVIRONMENT, AN OPPORTUNITY TO RECEIVE ABOVE AVERAGE COMPENSATION TO IMPROVE THE QUALITY OF LIFE AND ADVANCE WITHIN THE ORGANIZATION, LIMITED ONLY BY THE EMPLOYEE'S ABILITY OR PERFORMANCE.

WE WILL ENTHUSIASTICALLY DEVELOP A "TOTAL CUSTOMER ENTHUSIASM" ATMOSPHERE (IMPRESSING CUSTOMERS SO THEY WILL FEEL DELIGHTED WITH US) BY OFFERING: A GREAT DEAL, GREAT SERVICE, GREAT VALUE, EASE OF DOING BUSINESS, ALL IN A FUN-FILLED WAY. WE WILL CONTRIBUTE POSITIVELY TO OUR COMMUNITY AND ENVIRONMENT AND RECOGNIZE THAT PROFITABILITY IS ESSENTIAL TO OUR FUTURE SUCCESS.

IN ALL INSTANCES, THE HIGHEST LEVEL OF HONESTY AND INTEGRITY SHALL BE MAINTAINED WITH CUSTOMERS, AUTOMOBILE MANUFACTURERS AND EMPLOYEES, WHILE TREATING EACH OTHER WITH RESPECT AND DIGNITY.

THE CUSTOMER IS OUR MOST IMPORTANT ASSET

A Customer is not an interruption of our work; he is the reason for it.

When you take good -care of the Customer, they will take care of us.

A Customer does us a favor when he calls us; we're not doing him a favor by serving him.

A Customer is part of our business; he is not an outsider.

A Customer is not a cold statistic; he is a human being, with feelings and emotions just like our own.

A Customer is a person who comes to us with his wants; it is our job to fill them.

A Customer is not someone to argue or match wits with.

A Customer is deserving of the most courteous and attentive treatment we can give him.

A Customer is the life blood of this and every other business. Without him we would have to close our doors.

I. NEW EMPLOYEE INFORMATION AND ORIENTATION

Personnel Philosophy

Our personnel philosophy is based on the belief that our success is primarily dependent upon our employees. It is our policy to implement fair and effective personnel policies and to require all employees to serve in the organization's best interest.

It is our objective to hire individuals who are qualified for positions of employment by virtue of job-related standards in education, training and experience, while avoiding all unlawful employment and promotional practices.

1. Our goal for employees include the following:
a. To establish reasonable hours of work based on our workload and service needs.
b. To monitor and comply with applicable federal, state and local laws and regulations concerning employee safety.
c. To be receptive to constructive suggestions which relate to the job, working conditions or personnel policies.
d. To establish appropriate means for employees to discuss matters of interest or concern with their supervisor.

2. It is our policy to:
a. Recognize each employee as an individual.
b. Establish appropriate objectives and standards for each position within the organization.
c. Periodically review the performance of all members of the staff to inform them of their status and to provide them with continuous guidance to help them to progress in knowledge and in their jobs.
d. Promote from within those individuals qualified to fill job vacancies or new positions. We will promote from within whenever possible and will select, on the basis of merit, the employee best qualified to fill a job vacancy or new position. An individual is considered for promotion on the basis of job knowledge, record of accomplishment, leadership potential, personality (as measured against the bona-fide job-related criteria of the advanced position) and seniority. When special training and/or expertise is required, it may be necessary to fill the position from outside the Company.
e. Maintain salary scales in a manner that recognizes the relative importance of each position and reward competent and meritorious performance.
f. Provide an efficient environment by maintaining good physical working conditions and fostering harmonious relations among employees. Communicate freely with all members of the staff and to encourage communication from them.

3. We expect all employees:
a. To deal with customers and suppliers in a professional manner.
b. To perform assigned tasks efficiently.
c. To be punctual.
d. To demonstrate a respectful, courteous and constructive attitude toward fellow employees.
e. To adhere to the policies and procedures instituted by the Company.

We retain the sole right to exercise all managerial functions including, but not limited to, the right:
a. To assign, supervise, discipline and dismiss employees.
b. To determine and change starting times, quitting times and shifts.
c. To determine and change the size and qualifications of the work force.
d. To transfer employees within departments or into other departments and other classifications.
e. To determine and change methods by which our operations are to be carried out.

2. Equal Employment Opportunity (EEO) Policy

CRISWELL AUTOMOTIVE is an equal opportunity employer. The Company reaffirms the policy of treating all employees and applicants, whether or not they are members of protected groups, equally, according to their individual qualifications, ability, experience and other employment standards. This policy applies to every phase of the employment relationship, including recruitment, hiring, promotion, demotion, transfer, discipline, layoff, termination, rates of pay and other benefits.

Company policies apply equally to all employees regardless of race, color, religion, national origin, citizenship, sex, age, ancestry, marital status, disability or sexual orientation. There shall be no discrimination against any person in respect to any phase of the employment relationship or the use of Company facilities. Management expects every employee to abide by CRISWELL AUTOMOTIVE EEO Policy and conform to all local, state and federal laws and ordinances in regard to these matters. An employee who feels he/she has been discriminated against should contact the Human Resources Department or the Dealer Principal.

3. Harassment, Offensive Behavior and Sexual Violence

Offensive Behavior Policy Statement

It is our policy to provide a work environment that is free from discrimination, harassment, offensive and degrading remarks and conduct for all individuals. Offensive behavior, including harassment, on our premises or at any related functions or facilities will not be tolerated. Any employee who is found to have acted in violation of this policy will be subjected to appropriate disciplinary action, which may include termination, suspension, demotion, transfer, reprimand, mandatory education or written warning.

Definitions and Examples
Employee conduct that is inappropriate and offensive has the potential of being perceived as harassment and will not be tolerated. Supervisors are responsible for acting promptly and dealing with situations where they observe or are advised of and confirm inappropriate and offensive behavior.

A. Harassment

One form of offensive behavior is harassment. Harassment may include verbal or physical conduct that denigrates or shows hostility or aversion towards an individual because of individual's race, creed, religion, age, gender, national origin, sexual/affectional orientation, marital status, disability, veteran or citizenship status or status with regard to public assistance. Harassment may include, but is not limited to:

Epithets • Slurs • Negative Stereotyping • Threats • Intimidation • Hostile Acts • Denigrating or hostile written or graphic material posted on or circulated in the workplace

B. Sexual Harassment

Another form of offensive behavior is sexual harassment. Sexual harassment may include unwelcome sexual advances, requests for sexual favors, sexually motivated physical contact or other verbal or physical conduct or communication where:

1. Submission to that conduct or communication is made a term or condition, either explicitly or implicitly, of obtaining employment.
2. Submission to or rejection of that conduct or communication by an individual is used as a factor in decisions affecting that individual's employment.
3. That conduct or communication has the purpose or effect of substantially interfering with an individual's employment; or creates an intimidating, hostile or offensive employment environment.

"Sexually motivated" includes unwelcome, objectionable and offensive conduct or communication which, even though it may not be sexual in nature, is directed at an employee on account of his or her gender.

A few examples of sexual harassment or actions that have the potential for creating a hostile or offensive work environment include, but are not limited to:

1. Use of any offensive or demeaning terms which have sexual connotation or are addressed to an employee on account of his or her gender.
2. Objectionable, unwelcome physical proximity or physical contact.
3. Unwelcome gender-based suggestions regarding, or invitation to, social engagements.
4. Any indication, expressed or implied, that an employee's job security, job assignment, conditions of employment or opportunities for advancement depend or may depend on the granting of sexual favors to any person or upon the acceptance of unwelcome objectionable sexual conduct, advances or comments.
5. Any action relating to an employee's job status which is in fact affected by consideration of the granting or refusal of gender-based requests for social or sexual favors.
6. The existence of an atmosphere of sexual harassment or intimidation.
7. Jokes, remarks or innuendo of a sexual nature made to, or in the presence of, employees who may find such material offensive.
8. The dissemination of materials (such as cartoons, articles, pictures, e-mail, etc.) which have a sexual content and which are not necessary for our work, to employees who may find such material offensive.
9. Making suggestive or insulting noises, leering, whistling or making obscene gestures.

Harassment is prohibited regardless of the sex of the harasser or the recipient.

C. Sexual Misconduct

Whether working in an office environment or any other department, employees may be in a position to assert influence over other employees who are under their supervision. It is essential that such influence and the impression of impropriety be avoided. For that reason, the Company prohibits employees from engaging in sexual involvement with employees or clients of the Company. Likewise, employees who hold supervisory positions are prohibited from dating or having intimate or sexual relations with other employees under their supervision, even if mutually consented to. Sexual relations for purposes of this policy shall be defined as intimate relations that transcend the bounds of typical friendship.

D. Sexual Violence Policy

Sexual violence is an act of aggression and coercion, not an expression of sexual intimacy. Sexual harassment may include sexual violence. We will take reasonable steps to offer safety, privacy and support to the victim/survivor of sexual violence. Helping the victim/survivor examine options for reporting the assault and taking care of yourself is important to us. The Company will assist the victim/survivor in contacting an appropriate company if assistance is desired.

Complaint Procedures

Each member of management is responsible for creating an atmosphere free of discrimination and harassment, sexual or otherwise. Employees are responsible for respecting the rights of co-workers.

If you experience or witness any job-related harassment based on sex, race, or you believe that you have been treated in an unlawful, discriminatory manner, express your objections to the offending person. If your fellow employee does not cease the objectionable conduct, talk to your Supervisor who will investigate the matter and take appropriate action. If your Department Manager is unavailable, or if you prefer, you may discuss the matter with the Human Resources Department. It is your responsibility to bring your complaints and concerns to management's attention, so that management can try to help to resolve them.

All problems will be handled promptly. In addition, special privacy safeguards will be applied in handling harassment complaints, under which the privacy of the charging party and the person accused of harassment will be held in confidence to the extent possible.

We will retain as confidential all documentation of allegations and investigations. We will take appropriate corrective action against the offending employee, including disciplinary measures up to and including discharge when justified, to remedy any violation of this policy.

This procedure shall not be construed as preventing, limiting or delaying us from taking appropriate disciplinary action against any individual, up to and including dismissal, in circumstances where we believe such action appropriate.

No person regardless of how highly placed, is exempt from compliance with this policy. Employees are also encouraged to report harassment and/or reprisal by clients, vendors and any other non-employees. We will not tolerate harassment against our employees in connection with their employment even if the harasser is not an employee.

We prohibit any form of retaliation against any employee for filing a bona-fide complaint under this policy or for assisting in a complaint investigation. However, if after investigating any complaint of harassment or unlawful discrimination, we determine that the complaint is not bona-fide, or that employee has provided false information regarding the complaint, disciplinary action may be taken against the individual who filed the complaint or who gave false information.

4. Individuals with Disabilities

We comply with the Americans with Disabilities Act (ADA) and applicable state and local laws prohibiting discrimination in employment against qualified individuals with disabilities. We also provide reasonable accommodations for such individuals in accordance with these laws. It is our policy to:

1. Ensure that qualified individuals with disabilities are treated in a nondiscriminatory manner in the pre-employment process and that employees with disabilities are treated in a nondiscriminatory manner in all terms, conditions and privileges of employment.
2. Administer medical examinations to employees when justified by business necessity, such as for a second medical opinion or a fitness-for-duty exam.
3. Keep all medical-related information confidential in accordance with the requirements of the ADA and retain such information in separate confidential files.
4. Provide applicants and employees with disabilities with reasonable accommodation, except where such accommodations would create an undue hardship for the Company.
5. Notify individuals with disabilities that we provide reasonable accommodation to qualified individuals with disabilities, by including this policy in our Employee Handbook and by posting the Equal Employment Opportunity Commission's poster on discrimination throughout our facility.

Procedure for Requesting Accommodation

A qualified individual with a disability may request a reasonable accommodation from the Human Resources Department. Upon receipt of an accommodation request, the Human Resources Department will meet with the individual to discuss and identify the precise limitations resulting from the disability and the potential accommodation that we might make to help overcome those limitations.

The Human Resources Department, in conjunction with appropriate management representatives identified as having a need to know (e.g., the individual 's supervisor/department manager), will determine the feasibility of the requested accommodation, considering various factors, including, but not limited to, the nature and the cost of the accommodation, the availability of tax credits and deductions, outside funding, the facility's overall financial resources and organization, and the impact of the accommodation on the operation of the facility, including its impact on the ability of other employees to perform their duties. The process is one of dialogue between the affected individual and management.

The Human Resources Department will inform the employee of the decision. If the accommodation request is denied, the employee will be advised of his/her right to appeal the decision to the Dealer Principal by submitting a written statement to the Dealer Principal along with the reasons for the request.

The Dealer Principal will review all employee appeals. After reviewing an employee's appeal, the individual making the appeal will be notified of the Dealer Principal's decision, which will be final.

For the purposes of this policy, the term "disability" means, with respect to an individual:
(a) a physical or mental impairment that substantially limits one or more of the major life activities of such individual; (b) a record of such an impairment; or
(c) being regarded as having such an impairment.

Life Threatening Illnesses

It is the policy of CRISWELL AUTOMOTIVE to discriminate in hiring or in continuing to employ, individuals who have life threatening illnesses. Employees with life-threatening illnesses, such as cancer, heart disease and AIDS often wish to continue their normal pursuits, including work, to the extent allowed by their condition. CRISWELL AUTOMOTIVE supports these endeavors as long as employees are able to meet acceptable performance standards. As in the case of other disabilities, the Company will make reasonable accommodations in accordance with the legal requirements to allow qualified employees with life-threatening illnesses to perform the essential functions of their job.

Medical information on individual employees is treated confidentially. The Company will take reasonable precautions to protect such information from inappropriate disclosure. Managers and other employees have a responsibility to respect and maintain the confidentiality of employee medical information. Anyone inappropriately disclosing such information is subject to disciplinary action, up to and including termination of employment.

The EEO Officer, Human Resources Department, will also determine what information you should obtain from your physician, so that we can explore the types of possible reasonable accommodations that may be recommended for you, consistent with the business needs of your department, established Company policy and applicable federal, state and local laws.

Employees with questions or concerns about life-threatening illnesses are encouraged to contact the Human Resources Department for information and referral to appropriate services and resources.

5. Consensual Personal Relationships in the Workplace

For the purposes of this policy, a "consensual personal relationship" includes marriage, cohabitation, engagement, dating and other ongoing relationships of an intimate or close personal nature, but does not include purely social friendships. While we understand each employee could misinterpret this definition, we believe our employees should clearly understand the intent of and need for this policy.

Consensual personal relationships between employees are generally not the Company's concern. However, such relationships have the potential to be disruptive in our workplace and tarnish our reputation. We have therefore established a common sense policy to diffuse problems before they occur.

The Company believes employees we hire are persons of high moral and ethical character. We expect them to exercise good judgment and to always keep in mind that the Company's excellent reputation among our customers, vendors and in our community needs to be carefully and diligently nurtured. All Company employees are therefore expected to act according to our high standard of behavior and avoid any conduct which may tarnish our reputation outside the Company or cause disruption or criticism within the Company or among the families of our employees.

Therefore:

1. When two Company employees are involved in a consensual personal relationship and one of them is in a supervisory position, whether or not he or she supervises the other person, the supervisor must promptly inform his/her immediate supervisor of the relationship.

2. In addition, supervisors may not enter into a consensual personal relationship with any employee they supervise and continue to supervise that person. If such a relationship occurs, an immediate conflict of interest will arise and one of the two parties will be transferred to another position for which he or she is qualified, if one is available. If not available, other action to resolve the conflict will be taken.

6. Immigration Control Act

We comply with the Immigration Reform and Control Act of 1986 which requires us to attest to the U.S. Government that all persons we hire are not unauthorized aliens and are legally entitled to work in the United States. In order to comply with this law, we must verify your identity and your right to work in the United States. In order to do this, we are required to examine certain documents such as, but not limited to, a U.S. Passport, Certificate of Citizenship, Social Security Card, Certificate of Birth and Driver's License with photograph.

7. Skills Testing

An applicant for employment may be required to take a test regarding specific job related skills as part of the process of evaluating candidates for a position. Test results will be one factor in the consideration of an applicant.

8. Employee Medical Exam / Drug Screen

After an offer has been made to an applicant entering a designated job category, a medical drug screening or physical examination may be required by a health professional of the Company's choice. The conditional offer of employment and assignment to duties will be subject to satisfactory completion of the drug screen. Employees are required to pay for the pre-employment drug screen and will be reimbursed for the expense with proof of negative results after the 90 Day Introductory Period.

Information on an employee's medical condition or history will be kept separate from other employee information and maintained confidentially. Access to this information will be limited to those who have a legitimate need to know.

9. Employee Bonding & Licensing

An applicant may be required to be bonded as a prerequisite for employment. During employment, an employee may be required to be bonded. The cost of the bond will be paid by the Company. If an employee cannot be bonded, employment may be terminated or denied.

10. Getting Acquainted

Upon arrival to work on the first day of your employment, you will be shown your job and the duties will be explained to you. Your supervisor will introduce you to fellow employees who will show you around. Within the first month of your employment, you will be given an orientation that will cover our personnel policies and benefits.

11. Legal Compliance

The Company complies with all federal and state laws impacting the way we conduct our business. As an employee of the Company you agree to adhere to this Company's standards. Your supervisor will inform you of the laws affecting your specific job and will instruct you regarding compliance requirements and procedures. Some regulated areas include but are not limited to the following:

Consumer Protection
Large Cash Transactions (cash reporting and money laundering)
Vehicle Tampering (emissions and safety)
Odometer Fraud Disclosure (used car rule, credit and leasing practices, damage disclosure, etc.)
Environmental (handling hazardous material, CFC recycling, tank and waste water management, etc.)
Drug Trafficking
Safeguarding Customer Information

Applicable regulations will be covered in detail during orientation and training by your supervisor.

12. Employee Introductory Period

To become a regular full-time employee, you will undergo a 90 day introductory period to assess your ability, potential, and future with the Company. At the Company's sole discretion during this period, an introductory employee may be transferred to another department or have his employment terminated. During this period, you have the opportunity to determine whether or not CRISWELL AUTOMOTIVE is the place for you. You are encouraged to resolve any misunderstandings and misconceptions during this period, so you will know what you may expect, and what is expected of you.

During the first 90 days of employment, you are on an introductory period, and subject to discipline and/or discharge at any time. An introductory employee has no seniority rights over other introductory employees. Company benefits are available after the 90 day introductory period. Completion of the introductory period should not be construed as creating a permanent employment relationship.

13. Working Hours

When you are hired, you will be advised of the hours you are expected to work. All hours and days of work are subject to change and modification, and no guarantee is made to any employee as to the number of hours you will be assigned in any given week. The regular working hours of this dealership are:

Hours of Operation Open to the Public:

Sales Department
9:00 A.M. to 9:00 P.M. Monday-Thursday
9:00 A.M. to 7:30 P.M. Friday
9:00 A.M. to 6:00 P.M. Saturday
12:00 P.M to 5:00 P.M. Sunday (Honda)

Service Department
6:30 A.M. to 9:00 P.M. Monday-Thursday
6:30 A.M. to 7:30 P.M. Friday
8:00 A.M. to 1:00 P.M. Saturday

Body Shop
6:30 A.M. to 6:00 P.M. Monday-Friday

Parts Department
8:00 A.M. to 6:00 P.M. Monday-Friday
8:00 A.M. to 1:00 P.M. Saturday

Accounting
8:00 A.M. to 5:00 P.M. Monday-Friday
CLOSED SUNDAY (subject to management discretion)

14. Let's Talk About It

We encourage you to bring your questions, suggestions and concerns to our attention. Your immediate supervisor or a member of the management team will give careful consideration to each of these in our continuing effort to improve our Company. If there is anything about your job that concerns you, let's get it out in the open and talk about it. Discuss it frankly with us and we will do everything we can to help you "iron it out". You may be sure that your concern will be handled in an open and fair manner.

Here are the steps that you may take:

If you feel you have a problem, you should present the situation to your supervisor so the problem can be resolved quickly. Your supervisor knows you and your job best. Past situations have shown that most problems can be settled by simple examinations and discussion of the facts.

Should you and your supervisor be unable to resolve a disagreement or need additional input, the Human Resources Department's door is always open, with an appointment. In an emergency, you may request an immediate meeting. Employees are encouraged to immediately resolve disagreements within your respective department as misunderstandings can fester with time.

A disagreement with your supervisor does not mean that an employee is free to disregard the orders, direction or instruction of management, this is considered insubordination and could result in immediate termination of employment.

We are anxious to hear from you on any subject. We want to offer every opportunity to discuss your concerns freely, so you will feel you have been treated fairly.

15. Payroll Classifications

All employees filling positions within the Company are classified in one of the compensation categories defined below:

Exempt Salaried:
Executive, administrative and engineering professional employees whose primary duty is responsible work of substantial importance to management or the operation of the company. Exempt employees at CRISWELL AUTOMOTIVE are defined as employees engaged as commissioned salespersons, service advisors, parts counter personnel, flat rate technicians (all must devote more than %0% of their time to the exempted work), and management. Employees in this category are not entitled to overtime pay or compensatory time off.

Not-Exempt Hourly or Salaried:
Usually non-supervisory salaried "office/clerical" employees or employees who are compensated on a per hour basis. Employees in this category must record all time worked and are compensated at time and one-half (1-1/2) for overtime. See overtime section.

Additionally, employees are divided into the following categories:

Regular Full-Time Employees: Employees who work forty (40) hours per week on a regular scheduled basis. They are eligible for all Company benefits after the appropriate period.
Regular Part-Time Employees: Employees who work less than forty (40) hours per week on a regularly scheduled basis.
Temporary Employees: Employees who are hired as interim replacements to temporarily supplement theh work force or to assist in the completion of a specific project. Temporary employees retain that status unless and until notified in writing of a change.

Part-time and temporary employees are eligible for mandated benefits such as Social Security, Workers' Compensation and Unemployment Compensation. But part-time and temporary employees are not eligible for any other Company benefits.

16. Time Records

If your job requires that you clock-in/clock-out, you will be given instructions on the Reynolds & Reynolds Computer System. CLOCK-IN BEFORE YOU START TO WORK, CLOCK-OUT AND IN FOR LUNCH, AND CLOCK-OUT AT THE END OF THE WORK PERIOD. NO EMPLOYEE SHOULD CLOCK-IN OR CLOCK-OUT FOR ANOTHER EMPLOYEE. If your job does not require you to clock-in/clock-out, it will be necessary for your supervisor to keep a record of your time worked. These records are mandatory under the Federal Wage and Hour Law, therefore failure to comply with these procedures will subject the employee to disciplinary action. Time records of all employees are reviewed and approved by management each week.

Department managers will notify the Human Resources Department of all hourly and salary employee vacation schedules, sick days off, school attendance, etc., for accurate and timely payroll administration.

17. Employee Time Management and Accountability

Effective time management and personal accountability of all employees is crucial to the successful daily operation of CRISWELL AUTOMOTIVE . Therefore, it is required that each employee notify your supervisor of any extended absence from your workstation that is not "work related". This includes, but is not limited to, lunch breaks, leaving company property or any scheduled personal appointments. Additionally, if required, employees are reminded to "punch in/out" during extended absences. Full cooperation from all employees will improve our personnel accountability processes and overall administration of our time and attendance.

18. Overtime

The basic hourly employee work week is forty (40) hours. There are occasions which necessitate working beyond the basic work week. Employees are expected to work overtime at the request of your supervisor. Every effort will be made to give reasonable notice to employees who are required to work overtime. In accordance with the Federal Fair Labor Standards Act, overtime pay may not be less than one and one half times the employer's regular hourly employee rate of pay for hours worked over 40 in one work week. Overtime must be authorized and approved in advance by your supervisor.

Exempt employees are defined as employees engaged as salespersons, technicians, parts counter personnel and management. Exempt employees, in accordance with the Fair Labor Standards Act who meet the test for each job category, are exempt from overtime requirements.

Vacation, holiday and sick leave hours will not be included in calculating overtime.

19. Meal Periods

Length of time of the unpaid meal period is one (1) hour. All employees who are using the Reynolds & Reynolds System are to clock out and in for a meal (lunch or dinner).

To assure that all dealership operations are manned during the working day, your supervisor will establish staggered meal periods for all departmental personnel. You must abide by the schedule established by your supervisor so that we may serve our customers properly.

20. Pay Policies

All employees are paid weekly every Friday for work completed the previous week. The pay period runs Sunday through Saturday. Each paycheck will include earnings for all work performed through the end of the previous payroll period. Your check will be electronically deposited in your bank account following completion of the pay period. Your payroll stub itemizes deductions made from your gross earnings. The law requires the Company to make deductions for Social Security, Federal and State income taxes. Any errors should be brought to your supervisor's attention immediately and will be adjusted in the next paycheck. Any discrepancies or questions about your pay should be raised immediately and answered to your satisfaction on the day you are paid. Although the accounting staff makes every effort to be accurate, mistakes may occur. Please bring any such error to the immediate attention of your supervisor for correction and not the accounting office. (If you are absent on payday, your direct deposit statement will be held until you return, unless you have made prior arrangements with your supervisor to have it mailed to you).

Employee personal checks cannot be cashed at this dealership.

We have learned from our years in business, that loans to employees or advances in pay do little in the long run to help meet financial obligations. At the same time, the Company may be put in a very difficult and unpleasant position, were it required to collect a past due loan. For these reasons, CRISWELL AUTOMOTIVE does not make cash advances or loans to employees.

21. Attendance

You are expected to report to your job each working day except for illness or special reasons. Since we are not a large company, your presence on the job is most important to the smooth operation of the dealership. Absence creates burdens that are difficult to deal with and may result in dissatisfied customers. You must always call in daily and speak personally with your department manager or immediate supervisor within thirty (30) minutes of your starting time if you will not be at work, or if you will be late, so plans can be made accordingly. Employees are expected to notify their supervisor directly of their absence or late arrival immediately upon the opening of the business day. TELEPHONE CALLS TO A FELLOW EMPLOYEE OR THE SWITCHBOARD OPERATOR ARE NOT ACCEPTABLE. Repeated and/or unexcused absences, including extended unapproved sick leave, can affect your advancement, raises and can result in disciplinary action up to and including discharge.

The Company recognizes that there may be times during the term of your employment that extended leave for health reasons may require your absence from your duties. The Company will endeavor to maintain a position in accordance with the Family Medical Leave of Absence or Unpaid Medical Leave of Absence Act of 1993.

22. Tardiness/Unauthorized Early Departure

Tardiness and/or early departure is an abbreviated form of absence which, from time-to-time, may legitimately occur. However, chronic and habitual tardiness/unauthorized early departure places an unfair burden on the Company, our customers, and your fellow employees. If you are unavoidably detained, you must telephone and SPEAK PERSONALLY WITH YOUR SUPERVISOR within thirty (30) minutes of your starting time to advise that you will be late and when you will arrive. Chronic tardiness/unauthorized early departure is sufficient basis for disciplinary action and termination of employment.

Time records of all employees are reviewed and approved by management each week.

23. Your Supervisor

Your supervisor (the department manager in most departments) is responsible for the overall performance of the department in which you work. You are required to adhere to his direction.

24. No Solicitation / Distribution

In order to avoid interference with your work and the work of others, solicitation for any purpose by employees during working time in any area of our facility is strictly prohibited.

No one who is not a CRISWELL AUTOMOTIVE employee may enter Company premises to distribute any printed matter or to solicit on behalf of any organization or cause. Employees are not permitted to hold meetings, conduct non-work related business or engage in any form of solicitation on behalf of any club, organization or society during working hours without permission of the General Manager. Working hours do not include lunch and rest periods. In addition, employees are not permitted to distribute literature on Company property at any time.

25. Whistle-Blower Policy

If at any time during your employment you become aware of a situation within the Company that is unsafe or illegal, you should report the condition to management immediately. Federal law protects you from any retaliatory actions when reporting alleged criminal violations. This policy will allow management the opportunity to correct any problems within the Company.

26. Binding Arbitration Program

In consideration for accepting or continued employment with CRISWELL AUTOMOTIVE, notwithstanding any claims, representations, statements or disclaimers in this Employee Handbook, CRISWELL AUTOMOTIVE and the employee agree that all disputes arising out of, or relating to, employment with CRISWELL AUTOMOTIVE or the cessation of that employment, shall be settled by mandatory arbitration, except those disputes identified below. The arbitration shall be administered by the American Arbitration Association ("AAA") under its Employment Dispute Resolution Rules and judgment of the award rendered by the arbitrator(s) is final and shall be entered in any court having jurisdiction. A set of AAA Employment Dispute Resolution Rules for arbitration will be maintained by CRISWELL AUTOMOTIVE.

The employee consents to having personal jurisdiction in the State of Maryland and agrees to service of process within this jurisdiction by way of certified mail, return receipt requested and signed by the employee. Nothing herein shall restrict service of process to this method. As part of the judgment rendered, the prevailing party shall be entitled to recover any and all attorney's fees or costs incurred in defending or enforcing the claim.

The Claims that the parties hereby agree to resolve by arbitration are any causes of action of any kind whatsoever, whether statutory or based on common law, at law or in equity, regardless of the relief or remedy sought, that either party may have against the other or that either party may have against other employees of the Employer, or relating to purported employment discrimination or violations of civil rights, such as but not limited to those arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and/or 1871, the Age Discrimination in Employment Act of 1967, the Americans With Disabilities Act of 1990, Executive Order 11246, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, the Federal Fair Labor Standards Act, the Maryland Wage and Hour Law, or any other applicable federal, state or local employment discrimination statue or ordinance. Claims within the workers compensation system are not covered. Claims regarding payment for medical or health care must follow the applicable appeals procedure within their plans.

27. Introduction of Prospective Employees

Our Company welcomes suggestions as to prospective employees from people you may know in the automobile business. They will be considered for employment as staffing requirements occur. Relatives and personal friends are n
ot necessarily the best candidates. Relatives may not work in the same department.

28. Suggestions

Employee suggestions to improve productivity, profitability and customer satisfaction are always welcome and will be carefully considered. Please submit the suggestion(s) in writing to your department manager with an information copy to the Dealer or General Manager for recognition consideration.

29. Parking

Parking is the sole responsibility of the employee, and the Company will not be responsible for any parking violations. The Company does not insure the safety of any employee's vehicle; all employees park their vehicles at their own risk. Each employee agrees to indemnify and hold harmless the Company from any claims made against it by anyone resulting from use of the designated parking areas. Further, each employee specifically waives any claim against the Company for any liability damages or losses incurred while their vehicle is parked or operated on company property. Employees are required to park their personal vehicles in the designated areas as established by the Company.

Neighboring businesses maintain parking areas for their employees and customers. Unauthorized parking in these parking areas may result in fines, impounding and/or towing of your vehicle. Such inconsiderate action can strain good relations with our neighbors.

EMPLOYEE PARKING IS PROHIBITED IN CUSTOMER DESIGNATED PARKING SPACES AROUND THE BUILDING.

30. Safety and Fire

The Company is concerned with employee health and safety. Please do your part to help us maintain a safe working environment free of potential safety and fire hazards. The Company conforms to the Occupational Safety and Health Act of 1970 (OSHA), and any other applicable state or local laws. Consult your supervisor for details on OSHA or for assistance and advice on the subject of safety.

At the time of your orientation, depending on your assigned department, you received and acknowledged a list of "Safety Rules". During your employment, there will be periodic seminars on safety, new product handling, and other topics to help insure your safety and to serve our customers.

The OSHA Compliance Safety and Health Officer is responsible for our compliance with the law. Safety and health directives from your supervisor and/or the OSHA Compliance Officer must be carried out. Failure to do so is grounds for dismissal.

31. Handling Hazardous or Toxic Materials

It is the Company's policy to comply with all state and federal regulations for the handling and disposal of hazardous or toxic materials. Employees should take extra care in handling and disposing of such materials as appropriate. Illegal handling or disposal could result in criminal charges, fines and termination. If any employee has knowledge or reason to believe that this policy is being violated, the employee should advise the supervisor immediately.

The Company maintains files and bulletins concerning shop safety rules, and the use of the various toxic and hazardous substances in the dealership. These rules and product files are available to you upon request to your supervisor. In the event that you are injured on the job or believe you have suffered from exposure to any hazardous substance or toxic substances, instructions for treatment may be found in the Service Manager's office.

Those employees working around asbestos are required to use a "wet method" technique when repairing brakes or clutches. Proper housekeeping and disposal of asbestos must be maintained by disposing of asbestos in a double-walled plastic bag and marking the bag " asbestos".

32. Injuries

In accordance with the Workers' Compensation laws, the Company carries insurance against injuries sustained in the course of your employment. It is important that any accident or injury (including those involving customers), no matter how small, that occurs to you either on Company property or elsewhere while you are engaged in performing the duties of your employment be reported to your supervisor immediately. First aid should not be attempted by inexperienced personnel. Injuries will be taken care of by your supervisor or the Human Resources Department who will arrange for the services of a physician, if they are indicated.

Employees declining immediate treatment must sign a waiver so indicating, which may jeopardize your rights under Workers' Compensation insurance. The department manager or supervisor must record the date, time, place, and nature of any injury sustained by any customer or employee on the appropriate forms and bring the matter to the immediate attention of the Dealer or General Manager.

33. Operating Motor Vehicles

Only authorized employees may operate customer or Company owned vehicles. Federal child labor laws prohibit 16 year olds from driving on public roads as an integral part of employment (allowed to drive on dealer lot only). Seventeen year olds must hold a state driver's license, complete a state-approved driver education course and wear seat belts when driving. Seventeen year olds are only allowed to drive: during daylight hours, within a 30-mile radius of the business, and allowed to drive a maximum of one-third of daily work time and no more than 20% of the work week. Any employee who, as a part of his duties, has a need to operate a customer or Company vehicle, must hold a valid driver's license and a driving record acceptable to the Company. Effective January 1996 employers who have drivers that require a Commercial Driver's License (CDL) must administer an alcohol test using an Evidential Breath Testing devise. As a condition of your employment you will be requested to obtain a copy of your driving record from the Department of Motor Vehicles. Employees must report to the Company if your driver's license has been suspended or revoked (i.e. driving while intoxicated, failure to report to court, etc.) affecting your ability to legally operate Company owned or customer vehicles.

An unsatisfactory driving record, as determined by Company management and/or the Company's insurance carrier, may subject the employee to dismissal. Employees' driving record will be reviewed annually.

In the event that a customer's vehicle, Company vehicle, or demonstrator sustains any damage as a result of your use or operation, you may be liable for the damages. You must report any accident to your supervisor immediately. Unauthorized use of a customer or Company vehicle is a breach of trust and can constitute grounds for termination of employment.

Company employees will not, even if requested or authorized by an owner, drive a customer's vehicle home overnight, unless authorized by management. The purpose of this policy is to limit Company exposure to the possibility of motor vehicle accidents during periods of heavy traffic. CUSTOMER VEHICLES IN FOR SERVICE WILL BE ROAD TESTED FOR REPAIR DIAGNOSIS ONLY AND NOT FOR PERSONAL ERRANDS OR TRANSPORTATION TO LUNCH, ETC. Unauthorized personal use of a customer or Company vehicle will subject the employee to disciplinary action and/or dismissal.

Vehicles will be operated in a safe and courteous manner and in accordance with all motor vehicle laws and regulations. SMOKING, EATING, AND DRINKING BEVERAGES ARE NOT PERMITTED IN CUSTOMER OR COMPANY VEHICLES, NOR CHANGING THE CUSTOMER'S RADIO STATIONS, ETC. Employees will comply with state law and wear seat belts for safety while driving or riding in a customer vehicle, Company vehicle, or in an employee's personal vehicle while on Company business.

34. Advancement

The dealership recognizes the necessity of personal advancement in recognition of an employee's value to the Company. As openings occur and economic business conditions allow, the Company strives to promote from within whenever possible.

The following good qualities are most heavily considered for advancement (not necessarily in this order):

1. Understanding of and concern for customer satisfaction.
2. Attendance, promptness and reliability.
3. Job performance to include work quality and productivity.
4. Overall enthusiasm.
5. Compliance with Company policies and procedures.
6. Cooperation with fellow employees and supervisors.
7. Consistently demonstrating extra effort in the discharge of responsibilities.
8. Loyalty to the Company.
9. Demonstration of skills and abilities.
10. Honesty and integrity.
11. Positive comments from customers and co-workers.

35. Job Descriptions

Written job descriptions are provided for some positions within the Company to ensure that every employee understands their responsibilities and duties. The job description outlines the job title, immediate supervisor, overall responsibilities, physical requirements, specific job duties and may include acceptable standards of job performance. Written job descriptions are a temporary management guide tool, subject to change at any time.

36. Bulletin Boards and Meetings

Bulletin boards are maintained throughout the dealership to inform employees of important matters regarding their jobs, meetings, and other relevant subjects. Please familiarize yourself with the location of your departmental bulletin board and read the notices carefully to stay up to date. If a meeting is scheduled for members of your department, or you individually, attendance is mandatory. All employees are required to read and adhere to all memoranda, product information, recall bulletins, repair manual procedures and all other information from manufacturers, distributors, consultants and government agencies as considered necessary by management.

The use of bulletin boards is confined to notices regarding Company information or activities. An employee who wishes to post a notice must obtain permission from your department manager.

Federal and State law requires that the following posters be displayed:

• Equal Employment Opportunity Commission
• Occupational Safety and Health Act
• Federal Employee Polygraph Protection
• Family and Medical Leave Act Unemployment Insurance and Reemployment Rights Act
• Fair Employment
• Workers Compensation
• Federal Wage-Hour
• Wage Payment & Collection
• Minor Labor Law
• Health Insurance Coverage (state)
• Veterans Benefits Improvement Act

37. Community Relations

It is important that our Company be known as being community-minded. Such a reputation can be earned only if each employee, together with the Company, accepts his full share of community responsibility. Management encourages you to take part in civic activities.

38. Consumer Reports

A consumer report and/or an investigative consumer report including information concerning your character, employment history, general reputation, personal characteristics, police record, education, qualifications, motor vehicle record, mode of living, and/or credit and indebtedness may be obtained in connection with your application for and continued employment with the Company. A consumer report containing injury and illness records and medical information may be obtained after a tentative offer of employment is made. Upon timely written request of the Personnel Department of the Company, and within five (5) days of the request, the name, address and telephone number of the reporting agency and the nature and scope of the consumer report will be disclosed to you.

Before and adverse action is taken, based in whole or in part on the information contained in the consumer report, you will be provided a copy of the report, the name, address and telephone number of the reporting agency, a summary of your rights under the Fair Credit Reporting Act (amended September 30, 1997) as well as additional information on your rights under the law.

In positions entrusted with cash or other funds, the Company can request an employee credit report in accordance with the Fair Credit Report Act.

II. GOVERNMENT LEGISLATED BENEFITS

1. Unemployment Fund

The Company pays 100 percent of the State and Federal unemployment insurance premiums for each employee. This benefit is designed to pay unemployment compensation to employees who lose their job for other than: (1) misconduct or (2) quitting the job without good cause. It is not designed to grant a "fair hearing" on the cause of separation.

2. Social Security and Medicare

You are covered by Social Security (old-age, survivors and disability benefits) and Medicare (medical coverage for eligible retirees or disabled workers and their eligible dependents) under the Federal Insurance Contribution Act (FICA). Your contribution is established by law and deducted from your paycheck. The Company contributes an equal amount on your behalf for your retirement benefit and Medicare.

3. Workers' Compensation

If you injure yourself on the job you may be eligible to receive Workers' Compensation benefits. All employees are covered under the applicable Workers' Compensation Act insurance which is paid in total by the Company. To be eligible for workers' compensation benefits, an employee has to incur an accidental injury in the course of and arising out of employment. It is designed to (1) pay medical expenses for an on-the-job injury or illness and (2) pay a portion of the employee's lost wages. If you are injured on the job, no matter how slight, you must seek medical attention and immediately report the accident or injury to your supervisor.

All accidents or injuries must be reported immediately and a claim form obtained from and submitted to your supervisor. Further, a report must be prepared in writing, signed by your supervisor and submitted to the payroll administrator within 24 hours after the accident or injury. The claim form must be submitted to both the Workers' Compensation Board and our insurance carrier within ten (10) days of the accident. Any hospital or medical service provider should be notified of the Workers' Compensation claim when treatment or hospitalization is provided.

Generally, lost wages are paid for compensable injuries by the insurance company at a percentage of the employee's average earnings commencing shortly after the date of disability. Before returning to work after an injury, employees may be required to be examined by the Company's physician and a work release provided in order to be allowed to return to work.

Some personnel, although undertaking work for the Company, are not employees but are independent contractors. Those individuals are not covered by Worker's Compensation and must provide their own insurance coverage with proof by presenting an insurance certificate.

4. Extended Health Care Coverage (COBRA)

When You, Your Covered Spouse or Dependant Child May Be Entitled to COBRA Continuation Coverage:

If you are covered by our Group Health Plan, you have a right to choose continuation coverage if you lose your group health coverage because of a reduction in your hours of employment or the termination of your employment (for reasons other than your gross misconduct).

If you are the spouse or dependent child of an employee covered by our Group Health Plan, you have the right to choose continuation coverage for yourself, if you lose group health coverage under the Group Health Plan for any of the following reasons:

1. The death of the employee;
2. A termination of the employee's employment (for reasons other than gross misconduct) or reduction of hours worked which renders the employee ineligible for coverage;
3. Divorce or legal separation of the employee; or
4. The employee becomes enrolled in Medicare; or
5. The dependent child ceases to be a "dependent child" under the Group Health Plan.

When You or a Family Member Must Give Notice of Certain events to the Plan:

Under the law, the employee or a family member has the responsibility to inform our Human Resources Department of a divorce, legal separation or child losing dependent status under our Group Health Plan. This must be done within sixty (60) days of the later date of the event or the date on which coverage would end under the Plan because of the event. We have the responsibility to notify the various carriers of the employee's death, termination, reduction in hours of employment or Medicare enrollment. You or your family should give notice of such event to the plan, also to avoid confusion over the status of your health care should there be a delay in providing the notice.

When our Human Resources Department is notified that one of these events has happened within the time specified, our Human Resources Department will in turn notify you that you have the right to choose continuation coverage and will send you the forms you need to elect COBRA continuation coverage. You have at least sixty (60) days from the date you would lose coverage because of one of the events described above or the date you are notified of the right to elect COBRA coverage to inform our Human Resources Department that you want continuation coverage. Your regular coverage terminates on the date of the event. If you elect continuation coverage within the sixty (60) day period, your coverage will be retroactively reinstated without penalty, upon payment of the premiums due. You have forty-five (45) days after your election to pay the premiums due. IF YOU DO NOT CHOOSE CONTINUATION COVERAGE, YOUR GROUP HEALTH INSURANCE COVERAGE WILL END.

The COBRA Continuation Coverage Available:

If you choose COBRA continuation coverage, we are required to give you coverage which is identical to the coverage you had when the event occurred that caused your health coverage under the Plan to end, but you must pay for it. If there is a change in the health coverage provided by the Plan to similarly situated active employees and their families, that same change will be made in your COBRA Continuation Coverage.

How Long Your COBRA Continuation Coverage Will Last:

If you and/or your covered spouse or dependent child(ren) lose coverage under the Plan because of your termination of employment or reduction in hours, COBRA Continuation Coverage can be maintained for a maximum of eighteen (18) months from the date of the event. If your spouse or dependent child(ren) lose coverage under the Plan because of your death, divorce or legal separation, entitlement to Medicare or because a child ceases to be a "dependent child" under the Plan, your spouse and/or dependent child(ren) can maintain COBRA Continuation Coverage for a maximum of thirty-six (36) months from the date of any such event.

When a Second Qualifying Event Occurs During an 18-Month COBRA Continuation Period:

If during an 18-Month period of COBRA Continuation Coverage resulting from loss of coverage due to your termination of your employment or reduction in your hours, you die, become divorced or legally separated, become entitled to Medicare or a covered child ceases to be a "dependant child" under the Plan, the maximum. COBRA Continuation period for the affected spouse and/or child is extended to thirty-six (36) months from the date of your termination of employment or reduction in hours (or the date you first become entitled to Medicare, if that is earlier).

This extended period of COBRA Continuation Coverage is not available to anyone who became your spouse after the termination of employment or reduction in hours. However, this extended period of COBRA Continuation Coverage will be available to any child(ren) born to, adopted by or placed for adoption with you during the 18-Month COBRA Continuation Coverage. In no case will any person be entitled to a period of COBRA Continuation Coverage for more than 36 months.

Extended Coverage in Certain Cases of Disability During an 18-Month COBRA Continuation Period:

If, during or before an eighteen (18) month period of COBRA Continuation Coverage, the Social Security Administration makes a formal determination that you or a covered spouse or dependant child are totally and permanently disabled so as to be entitled to Social Security Disability Income benefits, the disabled person and any covered family members who so choose, may be entitled to keep the COBRA Continuation Coverage for up to 29 months (instead of 18 months) or until the disabled person becomes entitled to Medicare (whichever is sooner).

This extension is available if:

1. The Social Security Administration determines that the individual's disability began no later than 60 days after the termination of employment or reduction in hours and

2. You or another family member notifies the Plan of the Social Security Administration determination within 60 days after that determination was received by you or another covered family member, provided that it is received before the end of the 18month COBRA Continuation period.

The cost of the COBRA Continuation Coverage during the additional 11-month period of COBRA Continuation Coverage will be considerably higher than the cost for that coverage during the 18-month period.

Addition of Newly Acquired Dependents:

If, while you are enrolled for COBRA Continuation Coverage, you marry, have a newborn child, adopt a child or have a child placed with you for adoption, you may enroll that spouse or child for coverage for the balance of the period of COBRA Continuation Coverage by doing so within 30 days after the marriage, birth, adoption or placement for adoption. Adding a spouse or child may cause an increase in the amount you must pay for COBRA Continuation Coverage.

Termination of Coverage:

The law also provides that your continuation coverage may be terminated for any of the following reasons:

1. We no longer provide group health coverage to any of our employees;

2. You fail to make premium payments on time;

3. You, or one of your family members, become covered under another group health plan that does not contain a valid exclusion or limitation with respect to any preexisting condition you may have. If you become covered under another group health plan, notify our Human Resources Department;

4. You become entitled to Medicare (your spouse or dependent children not enrolled will remain enrolled for continuation coverage);

5. Coverage is extended for up to twenty-nine (29) months due to disability of a qualified beneficiary and there has been a final determination that he/she is no longer disabled.

Paying for Your COBRA Continuation Coverage:

You do not have to show that you are insurable to choose continuation coverage. By law, you have to pay all of the costs of your COBRA Continuation Coverage. The cost of the premium will be the same rate we pay for the plan plus an administration fee of 2%. Coverage and premiums are subject to change reflecting increases or decreases in coverage or premiums for active employees. If you are entitled to the eleven (11) month extension as a result of a qualifying disability, you will be required to pay a higher premium for any coverage during the extended eleven (11) month period.

Grace Periods:

The initial payment for your coverage is due 45 days after you elect COBRA Continuation Coverage. After that, payments are due on the first day of the month, but you will have a 30-day grace period to make your payments.

Whom to Contact if You Have Questions or if You Must Give the Plan Notice of Changes in Your Circumstances:

If you have any questions about the law or this benefit, please contact our Human Resources Department. Also, remember that to avoid loss of any of your rights to obtain COBRA Continuation Coverage, you must notify our Human Resources Department promptly and in writing if:

1. You changed marital status; or
2. You have a new dependant child; or
3. You or a covered dependent spouse or child has been determined to be totally and permanently disabled by the Social Security Administration; or
4. A covered child ceases to be a "dependent child" as that term is defined by the Plan; or
5. If you or your spouse has changed address.

5. Health Information Privacy Policy (HIPPA)

We are committed to the laws and general principles of employee confidentiality as set forth in the Health Insurance Portability and Accountability Act (HIPAA) with regard to the dissemination of private health information (PHI) of our employees.

Your Rights

Under HIPAA you have the right to:

• Request restrictions on certain uses and disclosures of your PHI;
• Inspect and copy your own health information which we maintain;
• Request that we amend health care information maintained in our records;

We understand that the privacy of your health information is important. We will take reasonable measures to safeguard your private health information. Generally, we must obtain written consent before we can disclose any of PHI. For example, we must obtain your written consent before we can disclose information to our health carrier in order for your physician to be paid for services rendered. We generally need your permission to disclose PHI about you to others for the purpose of providing treatment or medical services to you.

There are some circumstances under which we can disclose your private health information without your consent. These circumstances include, but are not limited to;

• Among our own staff, in accordance with the rules of confidentiality under HIPAA;
• When responding to government agencies in regards to mandatory payroll deductions;
• In health situations involving emergency medical care or treatment;
• To avert a serious threat to public health safety;
• For certain law enforcement purposes;
• Through a written agreement to outside contractors (called A business associates) that provide us services;
• For national security purposes;
• For Workers' Compensation purposes

Security of Private Health Information (PHI)

We maintain appropriate physical, electronic and procedural safeguards to assure the confidentiality and security of your private health information (PHI) contained in our records. We restrict access to this information about you to those who need to know that information in order to provide services to you. Those who may become privileged to private health information are the Human Resources Department, Controller and Dealer Principal and your department manager. All of these individuals have signed an affidavit called the Managers' Acknowledgement of Privacy Obligations under HIPAA that certifies that they have agreed to keep your private health information private.

Categories of Information That We Collect

We collect PHI about you from the following sources;

Information that we receive from you on applications and other forms;
Information about you when you need help with a billing issue;
Information that we receive from medical offices through your doctor's notes for absences related to illness, short-term disability or FMLA;

Categories of Parties to Whom We May Disclose Information

We may disclose PHI to government agencies that demand information related to mandatory payroll deductions (delinquent student loans, child support, tax liens, etc.). However, most of the requested information does not contain any PHI and therefore would not be an issue. In addition, at your request, we may share information about you with our insurance representatives who in turn will speak to our insurance companies about a billing issue. In such cases, we will ask you to sign a HIPAA release form giving us permission to share your protected health information between agencies. Any such written consent may be revoked by you in writing.

Accuracy of Your Protected Health Information

We strive to maintain the accuracy of your information. In order to help us maintain that accuracy, you have the right to reasonable access to your information. This is different from accessing your personnel file. For access to your personnel file, please follow the procedure outlined elsewhere in this Employee Handbook. If you believe any of your PHI in our possession is inaccurate, you may request that we amend, correct or delete the information that you believe to be erroneous. If we concur with your conclusion, we will amend, correct or delete the information in question.

Our Responsibilities

We are required by law to maintain the privacy of your health information and to provide you with notice of our legal duties and privacy practices with respect to your health information. We are required by law to abide by the terms of this policy. We reserve the right to change the terms of this policy and to make new policy provisions effective for all PHI we maintain. You will be notified in writing should any changes be necessary.

Complaints and Reporting Violations

You may complain to our Human Resources Department and/or the U.S. Department of Health and Human Services Office of Civil Rights if you believe that your privacy rights have been violated under HIPAA. You will not be retaliated against for filing such a complaint.

III. COMPANY VOLUNTARY BENEFITS

1. Group Insurance

As one of the many benefits provided to you by the Company, CRISWELL AUTOMOTIVE has a comprehensive medical, dental, prescription, short-term disability and life insurance program for employees and their dependents. After you have been with the Company for 90 days of continuous service, you are eligible for coverage by our group insurance plan. The plan is for your sole benefit and that of your eligible dependents. The cost of this plan is shared by you and your Company. When you become eligible to join the plan, you will be given a plan description booklet and enrollment materials. PLEASE REMEMBER -IF AT ANY TIME YOUR DEPENDENTS CHANGE, YOU MUST NOTIFY THE HUMAN RESOURCES DEPARTMENT IMMEDIATELY SO THAT THE NECESSARY CHANGES TO YOUR PAYROLL AND INSURANCE RECORDS MAY BE MADE.

2. Section 125 Plan

Our Company offers a pre-tax benefits contribution option for employees. This new concept in employee benefit coverage is known as a Section 125 Plan. A Section 125 Plan is a benefit plan that allows you to make contributions toward premiums for medical insurance on a before-tax, rather than an after-tax basis. This means your premium contributions are deducted from your gross pay before income tax and Social Security are calculated.

To participate in this plan, you simply need to complete the election form and return it to your supervisor. By doing so, you elect to have your gross pay reduced by an amount equal to your cost of medical insurance. Once you have signed the Section 125 card, you may not make any changes to your medical insurance coverage until August 1, unless the change which you elect is a result of a change in family status (such as marriage, divorce, death of a spouse or child, birth or adoption of a child or termination of employment of your spouse). A change in election due to a change in family status will be effective the next pay period.

3. Scheduled Paid Leave

Every full-time employee is entitled to scheduled paid leave after one (1) year of employment. Scheduled paid leave is taken on an anniversary year basis and DOES NOTcarry over from one anniversary year to another. New employees will be eligible once they have achieved their one (1) year anniversary. Specific scheduled paid leave dates must be submitted on our scheduled paid leave form and approved by your department manager thirty (30) days in advance. If two employees request the same date, preference will be given based on seniority.

Scheduled Paid Leave Benefit is as follows:

Benefit	When
56 Hours	Upon completion of 1 year of full-time continuous employment from your starting date.
80 Hours	Upon completion of 2 years of full-time continuous employment from your starting date.
120 Hours	Upon completion of 10 years or more of full-time continuous employment from your starting date

To avoid misunderstandings, please keep in mind that:

• Scheduled Paid Leave may not be carried forward from one anniversary year to another anniversary year.

• Termination of employment (voluntary or involuntary) during any year does not entitle the employee to any vScheduled Paid Leave.

If an observed holiday falls within your Scheduled Paid Leave period, you will not be entitled to an additional day of Scheduled Paid Leave.

Salaried and Hourly employees.Salaried employees, including managers and service advisors, will be paid scheduled paid leave for their eligible scheduled paid leave hours at their current weekly salary for a normal forty-hour work period (does not include or affect any commission or bonuses). Clock hour personnel will be compensated for eligible scheduled paid leave time at their hourly rate. Scheduled paid leave hours will not be included in calculating overtime.

Technicians (Mechanical, Body Shop, Paint):

Scheduled paid leave will be calculated based on the most recent W-2 wages.

Salespersons>
Scheduled paid leave will be calculated based on the most recent W-2 wages not to exceed $1,750.00 per week.

EMPLOYEES THAT ARE ELIGIBLE FOR 80 HOURS AND WISH TO USE THEM CONSECUTIVELY MUST HAVE PRIOR APPROVAL FROM MANAGEMENT. EMPLOYEES THAT ARE ELIGIBLE FOR 120 HOURS ARE NOT PERMITTED TO TAKE THEM CONSEUTIVELY. EXCESSIVE UNSCHEDULED LEAVE COULD RESULT IN THE REDUCTION OF PAID LEAVE BENEFITS. MANAGERS ARE DISCOURAGED FROM TAKING SCHEDULED PAID LEAVE DURING THE LAST WEEK OF THE MONTH IN ORDER FOR MONTH-END BUSINESS ACTIVITIES TO BE HANDLED IN A TIMELY MANNER.

4. Holidays

The following paid legal holidays are observed by the Company:

VEHICLE SALES DEPARTMENTS
New Year's Day (January 1)
Thanksgiving Day
Christmas Day (December 25)

ALL OTHER DEPARTMENTS
New Year's Day (January 1)
Memorial Day
Independence Day (July 4)
Labor Day
Thanksgiving Day
Christmas Day (December 25)

Since some holidays promote additional sales volume, management reserves the right to stay open on these holidays. Certain personnel may be required to assist on these days.

Should a Company observed legal holiday fall on a Saturday or Sunday, the employee will be paid for the holiday without additional time off. Should any of these holidays occur during your approved vacation period, they will be charged as part of your vacation. To be entitled to pay for any holiday, an employee is expected to work the day before and the day following the holiday.

Holiday pay for salaried employees is the individual's regular salary or draw.

Clock hour employees will receive holiday pay at your hourly rate times 8 hours. Holiday hours will not be included in calculating overtime.

5. Medical Statements

A physician's statement (doctor's certificate) is required when absence occurs for a continuous period of more than three (3) working days, after surgery, or after an accident regardless of the length of absence. At management's discretion, a medical statement may also be required for absences of less than three days.

6. Special Leaves

Special leaves of absence may be granted for compelling personal reasons. Consult your supervisor if you are in need of such leave prior to the time that you are eligible for that leave.

7. Family and Medical Leave of Absence (FMLA)

Part 1. Employees Who Qualify for a Leave Under The Family and Medical Leave Act of 1993.

CRISWELL AUTOMOTIVE will grant an unpaid leave of absence to regular full-time and regular part-time employees (who meet the requirements described below) for the care of a child after birth or adoption or placement with the employee for foster care, the care of a family member (spouse, child or parent) with a serious health condition, or in the event of an employee's own serious health condition. Leaves will be granted for a period of up to twelve (12) weeks in any twelve (12) month period. The twelve month period from which the period of leave will be calculated in a "rolling" twelve month period measured backward from the date an employee begins Family and Medical Leave Act leave.

An employee must have completed at least twelve (12) months of continuous employment with the Company and have worked a minimum of 1,250 hours in the 12 months prior to the leave to be eligible for such leave. Employees who do not meet these requirements may apply for a leave of absence subject to the conditions described in Part 2.

Child/Family Care Leave

If you request a leave of absence to care for a child after birth, adoption or placement in your home for foster care or to care for a covered family member with a serious health condition, you will be granted unpaid leave under the following conditions:

1. If the leave is planned in advance, you must provide us with at least thirty (30) days' notice prior to the anticipated leave date, using our official Leave-of-Absence Request Form.

2. If the leave is unexpected, you should notify your supervisor by filing the Leave-of-Absence Request Form as far in advance of the anticipated leave date as is possible. (Normally, this should be within two (2) business days of when you become aware of your need for the leave.)

All group health benefits (e.g., major medical and hospitalization, etc.) will continue during the leave provided you continue regular employee contributions to these plans. (Other benefits will be governed in accordance with the terms of each benefit plan.)

Employees requesting a leave to care for a covered family member with a serious health condition may be required to provide certification from the family member's physician attesting to the nature of the serious health condition. Also provide the probable length of time treatment will be required and the reasons that the employee is required to care for this family member. Employees may also be required to provide additional physician's statements at our request. Further, the family member may be required to submit to medical examinations by physicians designated by us at our discretion and at our expense.

Description of a Qualifying Serious Health Condition

"Serious health condition" means an illness, injury, impairment or physical or mental condition that involves either:

1. Any period of incapacity or treatment connected with inpatient care (i.e. an overnight stay) in a hospital, hospice or residential medical-care facility and any period of incapacity or subsequent treatment in connection with such inpatient care or;

2. Continuing treatment by a health care provider which includes any period of incapacity (i.e. inability to work, attend school or perform other regular daily activities) due to:

A. A health condition (including treatment for or recovery from) lasting more than three (3) consecutive days and any subsequent treatment or period of incapacity relating to the same condition that also includes; treatment two or more times by a health care provider; or one treatment by a health care provider with a continuing regimen of treatment or

B. Pregnancy or prenatal care; certain chronic serious health conditions; certain permanent of long-term conditions; or absences for a condition which would likely result in a period of incapacity of more than three (3) days if not treated (e.g. chemotherapy treatments for cancer).

Leaves for Employee's Serious Health Condition

If you request a leave of absence for your own serious health condition, you will be granted leave under the following conditions:

1. If the leave is planned in advance, you must provide us with at least thirty (30) days' notice prior to the anticipated leave date, using our official Leave-of-Absence Request Form.

2. If the leave is unexpected, you should notify your supervisor and Personnel Department by filing the Leave-of-Absence Request Form as far in advance of the anticipated leave date as is possible. (Normally, this should be within two (2) business days of when you become aware of your need for the leave.)

3. Any time that you expect to be or are absent for more than five (5) consecutive work days as a result of your own serious health condition (including pregnancy and injuries covered by Workers' Compensation), you will be required to submit appropriate medical certification from your physician. Such certification must include at a minimum, the date the disability began, a diagnosis and probable date of your return to work. Any health related absence of longer than five (5) consecutive days will be deemed by the Company as you being on FMLA leave unless you are otherwise advised.

If you are eligible for short-term disability benefits or Workers' Compensation benefits, your twelve (12) week FMLA leave entitlement will run concurrently with your Workers' Compensation or disability leave.

All group health benefits will continue during the leave provided you continue regular employee contributions to these plans. (Other benefits will be governed in accordance with the terms of each benefit plan.)

During your leave, you may also be required to provide us with additional physician's statements on request attesting to your continued disability and inability to work. You may also be required to submit to medical examinations by physicians designated by us at our discretion and at our expense, at the beginning of, during, or at the end of your leave period and to provide us with access to your medical records as required.

Before you will be permitted to return from medical leave, you will be required to submit a note from your physician indicating that you are capable of returning to work and performing the essential functions of your position with or without reasonable accommodation. Where required, we will consider making reasonable accommodation for any disability you may have in accordance with applicable laws.

Employee Benefits During Leave

All our benefits that operate on an accrual basis (e.g. vacation and sick days) will cease to accrue during the leave period.

If you are eligible for short-term disability benefits or Workers' Compensation benefits, your twelve (12) week FMLA leave entitlement will run concurrently with your Workers' Compensation or disability leave.

All group health benefits will continue during the leave provided you continue regular employee contributions to these plans, if any. Other benefits will be governed in accordance with the terms of each benefit plan. In the event that an employee elects not to return to work upon completion of the approved unpaid leave of absence, we may recover from the employee the cost of any payments made by us to maintain the employee's coverage unless the failure to return to work was for reasons beyond the employee's control. Benefit entitlements based upon length of service will be calculated as of the last paid work day prior to the start of the unpaid leave of absence.

Leave Entitlement

Eligible employees are entitled to leave for up to twelve (12) weeks during any twelve (12) month period (or in the case of a leave for an employee's own serious health condition, where a leave extension is requested and approved).

Leave taken for the care for a child after birth, adoption or placement in your home for foster care must be taken in consecutive work weeks. Leave taken for the employee's or a covered family member's serious health condition may be taken consecutively, intermittently or on a reduced work/leave schedule based on certified medical necessity. In such instances, we will follow applicable federal and state laws in reviewing and approving such leave requests.

Reinstatement Rights

Eligible employees are entitled, on return from leave within twelve (12) week period, to be reinstated to their former position or an equivalent position with equivalent employment benefits, pay and other terms and conditions of employment. Exceptions to this provision may apply if business circumstances have changed (e.g., if the employee's position is no longer available due to a job elimination). Exceptions may also apply for certain highly compensated employees under certain conditions. In addition, employees on a leave extension are not guaranteed reinstatement. These employees will be handled in accordance with the reinstatement provisions in Part 2.

Part 2. Medical Leaves for Employees Who Do Not Qualify for Leave Under The Family and Medical Leave Act.

Full-time regular and part-time regular employees who have less than twelve (12) months of continuous employment with the Company and/or who have not worked a minimum of 1,250 hours in the 12 months prior to their leave and who are suffering from a serious health condition may request an unpaid medical leave of absence, subject to the following terms and conditions:

1. Leave requests must be made at least thirty (30) days in advance of the date the employee would like the leave to begin or, in emergency situations, with as much advance notice as is practical, using our official Leave-of-Absence Request Form. (Normally, this should be within two (2) business days of when the need for the leave becomes known to the employee.)

2. The certification requirements and the conditions for required use of accrued time off, benefits accrual and continuation of group health insurance during leave set forth in Part 1 apply to all leave requests.

3. Leaves will be limited to a six (6) week maximum duration.

4. Reinstatement will not be guaranteed to any employee requesting a leave under this Part 2. However, we will endeavor to place employees returning from leave in their former position or a position comparable in status and pay, subject to budgetary restrictions, our need to fill vacancies and our ability to find qualified temporary replacements.

All questions regarding leaves of absence should be directed to, and Leave-of-Absence Request Forms are available from our Human Resources Department.

8. Flexible Leave Act

Effective October 1, 2008 the Flexible Leave Act, Chapter 644 of the Laws of Maryland 2008, authorizes employees of employers with 15 or more individuals to use "leave with pay" for an illness in the employee's immediate family which includes a child, spouse or parent. Leave with pay is considered time away from work for which an employee is paid and includes sick leave, vacation time, and compensatory time. An employee may only use leave with pay that has been earned. Employees who earn more than one type of leave with pay may elect the type and amount of leave with pay to be used. An employee who uses leave with pay under this law is required to comply with the terms of any collective bargaining agreement or employment policy. The Flexible Leave Act prohibits an employer from discharging, demoting, suspending, disciplining or otherwise discriminating against an employee or threatening to take any of these actions against an employee who exercises rights under this law. This law does not affect leave granted under the Federal Family and Medical Leave Act of 1993 (FMLA).

9. Time To Vote

The Company recognizes the importance and privilege of the American right to vote under our democratic system, therefore the Company urges all employees to vote.

10. Employee Savings 401(k) Plan

The Company has established an employee pre-tax 401(k) plan to encourage savings and provide income after employee retirement. The Company does make regular contributions to the Social Security fund based on your earnings and these contributions do provide you with some retirement income. However, the Company adopted this plan to provide employees with an incentive to supplement the retirement benefits provided by Social Security, for you and your family. Employee contributions are made automatically by payroll deduction after six (6) months of continuous employment.

11. Uniforms

The Company requires uniforms for some job positions as a means of protection, identification, professionalism, and to preserve the employee's personal wardrobe. Uniforms are to be maintained and worn at all times. The cost of purchasing and or leasing, cleaning and maintenance is shared by the Company.

12. Salesperson Certification

The Company encourages and endorses vehicle salesperson certification by the manufacturer and National Automobile Dealers Association (NADA). Certification recognizes professional salesperson selling skills, competence, product knowledge, business law and ethics in dealing with today's knowledgeable and demanding consumers. In recognition of a salesperson's certification achievement, exam cost (including registration fee) will be paid by the Company IF THE TEST IS PASSED. All salespersons must achieve and maintain manufacturer sales certification.

13. Technician Certification

The Company encourages and endorses mechanical, body and paint technician certification by the National Institute For Automotive Service Excellence (A.S.E.). Certification recognizes technician skills and competence to diagnose and repair today's sophisticated and highly technical vehicles. In recognition of a technician's certification achievement, exam cost (including registration fee) will be paid by the Company IF THE TEST IS PASSED. All technicians must achieve and maintain manufacturer technical certification.

14. Educational Expenses

To encourage self-development, the Company will assist financially in the payment of tuition for approved outside educational courses which:

• Are industry related
• Will serve to improve the quality of the employee's job performance
• Enhances the employee's future career opportunities at this dealership.

To qualify for educational assistance, the following conditions must be met:

a. Request for benefits must be made and approved by Company management prior to enrollment in the course.
b. Course(s) must have a direct bearing on the employee's work for the Company and serve to improve the quality of your job performance.
c. The school must be an educational institution accredited by nationally recognized agencies.
d. The employee must complete the course with a passing grade, equivalent to a "C" or better, a transcript from the school is required, prior to reimbursement from the Company.
e. The employee has completed one (1) years' service with the Company after completing the course. (The employee may apply for the benefit, take an approved course any time after hire, but no refund will be made until the service requirement is met).

Sales, office automation, technical courses and related training are mandatory when required by the supervisor. These courses will improve your job performance and your potential. Refusal to attend continuing educational opportunities reflects on your professionalism and could result in termination of employment.

The Company may decide to compensate employees while attending Company required education and training courses. However, in the event an employee leaves the Company within one (1) year after completion of the course, the employee will be responsible for reimbursing the Company 100% of any expenses paid while attending such education or training course (See pro-rated reimbursements below) Consult your supervisor for details. Leaving the Company within two (2) years, employee owes 80% reimbursement, withing three (3) years, employee owes 60% reimbursement, within four (4) years, employee owes 40% reimbursement, within five (5) years employee owes 20% reimbursement.

15.Travel Expense Reimbursement

It may be necessary for you to travel, on management approved Company business or for training. Paid travel expenses will only be eligible for reimbursement in connection with your trip for: transportation (i.e. airfare, rental car, gas, taxi and bus), room and meals ($30.00 per day meal allowance). Personal expenses such as phone calls, entertainment and side trips will not be subject to Company reimbursement. PAID RECEIPTS MUST BE FURNISHED WITH A DETAILED EXPENSE REPORT.

16.Purchase of Vehicles from the Company

While management will not attempt to dictate to employees what make of vehicle you buy or from whom you buy it, it should be obvious that a loyal employee would wish to buy and drive one of the products sold by this Company.

New Vehicles -- Employees may purchase new vehicles at invoice cost for domestic vehicles Vehicles and at invoice cost plus pack on import vehicles, less any applicable factory incentives at the time of delivery, will be extended to all employees on purchases of new vehicles. This includes all optional equipment installed at the factory (EXCEPT IN TIMES OF STRIKE, SHORT SUPPLY OR PURCHASE OF A SPECIALTY VEHICLE). When a used vehicle trade-in is involved, the employee will have the option of disposing of it himself or accepting the dealership appraised value at the time of purchase. Employee vehicle purchases will be handled by management and considered a "house deal" with no salesperson commission or bonus paid.

Used Vehicles -- Because of the difficulty in setting a sale price formula, all used vehicle Vehicles sales to employees will be handled on an individual basis by the General Sales Manager.

Management reserves the right to restrict this policy to employees who have been employed not less than one (1) year, one (1) vehicle per year, and only to the employee himself, not to members of his family.

17. After Hours

An employee wishing to use the premises after normal working hours, must obtain permission in advance from the Department Manager.

Employees may work on their personal vehicles (owned by and registered to the employee or spouse), or use Company equipment after regular business hours, provided that a supervisor is present and that such work will in no way hinder the normal Company business operation. Such work MUST be cleared by the supervisor. The dealership may provide access to the shop area, subject to the requirements that any use be approved by shop management and that the work area is thoroughly cleaned after use by the employee. Using the facilities/equipment is a privilege. Don't endanger your job by failing to observe these reasonable rules. NO VEHICLES WILL BE REPAIRED WITHOUT HAVING A REPAIR ORDER SIGNED BY THE MANAGER. The Company accepts no liability for damages or injuries incurred while operating during this "after hours" period. Remember that "after hours" work times are outside the scope of worker compensation insurance coverage and no claims can be filed for injuries or other loss.

18. Parts & Service Discounts

Employees have the privilege of purchasing parts for their own personal vehicle (owned by and registered to the employee) normally stocked and sold at cost plus 15 percent. All parts must be purchased over the retail parts counter.

An employee who engages in a personal parts supply business in competition with the dealership parts department will be discharged. Special order parts, racing parts, or other parts, at the Parts Manager's option, may not carry any discount but will be sold at the normal selling price.

There is a 10% labor discount for employee owned vehicles who have them serviced at the dealership.

19. Business Cards

The Company will furnish business cards to employees.

20. Bonus Plan

Employees may receive bonuses from time to time. These are based on individual merit, the Company's profitability and other factors deemed significant by the Company. Whether or not bonuses are granted and the amount of any bonuses granted are determined by the Dealer at his sole discretion. Receipt of a bonus in a given year is not an indication that similar performance will result in a bonus in the future. A bonus is completely discretionary and there is never any entitlement to it. The bonus is something that is earned and only loyal employees who will remain with the Company for the foreseeable future may receive a bonus.

21. Free Passes or Discounts on Attractions

Since the Company does business with many merchants in the area, we may, on occasion, receive free or discounted passes to professional athletic events, motor sports activities, theme parks, plays, concerts, etc. When received, they will be made available to employees as an appreciation for your positive efforts and continued concern for Company success.

22. Medical / Dental Appointments

Whenever possible, employees should schedule medical or dental appointments before or after work or, if necessary, at the beginning or end of the business day. If you must take time off from work for such appointments, you may take earned vacation, earned sick leave or personal leave.

23. Salesperson's Sales License

The Company will not pay for the state sales license application fee for vehicle sales employees. The employee will be responsible for out-of-state consumer reports (police record, etc.) checking fees if applicable.

IV. COMPENSATION

1. Pay Scales

The Company seeks to maintain pay scales and fringe benefits which are competitive with similar positions at other companies in the area. Your compensation is determined by your supervisor in conjunction with the total management team. The level of your compensation is confidential and reflects the Company's regard for you as an essential member of the staff. Every effort is made to pay employees fairly in accordance with job responsibilities and the employee's experience, skills and productivity.

2. Pay Increases and Transfers

Your pay can increase (subject to favorable economic business conditions) as your skills, experience, education and value to the Company increase. The Company utilizes performance pay plans based on the employee's position and performance.

The Company reserves the right to transfer employees to whatever job, department or location may be necessary to accomplish the objectives of the Company.

3. Bonus Plan

Employees may receive bonuses from time to time. These are based on individual merit, the Company's profitability and other factors deemed significant by the Company. Whether or not bonuses are granted and the amount of any bonuses granted are determined by senior management.

4. Part-time, Temporary and Exempt Employees

Part-time employees work less than 40 hours per week. Temporary employees are those employees who work less than 120 days in one year.

Part-time and temporary employees are not covered by any fringe benefits offered by the Company.

Exempt employees are defined as employees engaged as salespersons, technicians, parts counter personnel and management. Exempt employees, in accordance with the Fair Labor Standards Act who meet the test for each job category, are exempt from overtime requirements. All other employees are non-exempt and are eligible for pre-approved overtime when requested and authorized, with advance Company notice whenever possible.

5. Re-Hire

An employee re-hired after a break in service shall in every respect be treated as a new employee.

6.Jury Duty

If you are called for Jury duty and required to serve, time off will be granted as dictated by the schedule of the court. Employees must GIVE ADVANCE NOTICE and furnish to your supervisor a time verification document from the clerk of the court showing the days you served as a juror or subpoenaed witness.

7.Military Leave

If you are called to active military duty or to Reserve or National Guard training, or if you volunteer for the same, you should submit copies of your military orders to your supervisor as soon as possible. You will be granted a military leave of absence without pay for the period of military service or training, in accordance with applicable federal and state laws. Your eligibility for reinstatement after your military duty or training is completed is determined in accordance with applicable federal and state laws.

8. Inclement Weather

In the event of inclement weather such as heavy snow, hurricane, tornado, etc. and the dealership would be closed, employee early departure or absence from work would be without pay. Employees will be required to telephone the dealership to determine the status of operations.

9. Termination of Employment

Since employment with the Company is "at-will", either the employee or the Company is privileged to terminate employment at any time with or without cause. It is important for the employee's personnel record that termination be brought about properly. There are five main types of termination procedures:

1. Resignation — An employee who terminates service with the Company is requested to give written notice to the immediate supervisor. Employees should give at least a 2 week notice. An employee submitting a resignation must give the minimum notice, which may be waived at management's option. This will allow the department manager ample time to arrange for a replacement.

2. Quitting — This is the term applied when an employee leaves without notice or with less than the requested notice.

3. Layoff — This term refers to a termination of employment by the Company because of reorganization or lack of work. If you are laid off and then are recalled and re-employed by the Company within 90 days, your prior service will be credited for vacation purposes only. Time spent on layoff will not, however, be used to accrue vacation time. If you are recalled from layoff and do not return when called, you will be considered a terminated employee and treated as a new employee if ever re-employed by the Company.

4. Discharge — An involuntary termination initiated by the Company.

5. Job Abandonment — Absence from work for 3 consecutive days without reporting the reason within 24 hours of first day of absence.

Benefits at Termination — When employment is terminated, regardless of the circumstances, the employee will not be paid for any unused vacation entitlement or sick leave. Insurance programs will end on the last day of employment. (However, see your group insurance benefits handbook for an explanation of continuation coverage and conversion rights.)

All employees are considered "at will" employees unless they have a WRITTEN contract to the contrary. "At will" means employment may be terminated with or without reason by either the employee or the Company.

Seniority will be broken and employment terminated for any one of the following reasons determined by management. Below is a partial list of some of those reasons:

• Termination for any reason.
• Resignation.
• Lay-off for a period of one (1) year.
• Violation of Company policy stated in this Employee Handbook, verbal directives or other posted rules.
• Substandard job performance.

If at the time of discharge or resignation the employee is indebted to the Company for any sum of money, including but not limited to, advancements, service or parts costs, damage to Company property, loss of Company property, the employee by accepting employment, hereby irrevocably authorizes the Company to withhold those funds that are due from the employee, from salary, bonuses, commissions, etc. In addition, a departing employee must return to your supervisor all Company property including but not limited to: Company vehicle(s), uniforms, tools, equipment, dealer keys, Employee Handbook, salesperson's license, dealer tag, etc.

No severance pay will be issued by the Company to any employee who is terminated, voluntarily or involuntarily.

10. Lay-Off

Changes in economic or business conditions can create a difficult situation which makes it necessary to cut back our work force. In the event that a need for a lay-off should arise, the discretion of management will determine which employees shall be retained. If a new employee is playing a vital role in the dealership, additional criteria may be used. The Company has found that teamwork, reliability, productivity, and aggressive selling almost always prevent layoffs, regardless of economic conditions. Let's work together to keep it that way.

11. References

In the event of termination of employment (voluntary or involuntary), no references good or bad will be given by the Company. The Company will verify the position, compensation and dates of employment only. While an employee may request a reference from any supervisor, no supervisor is authorized to give references from the Company. Any reference which may be given by a supervisor represents solely the personal view of the supervisor and the Company disclaims any responsibility for the reference.

V. GENERAL EMPLOYMENT RESPONSIBILITIES

Failure to adhere to the following Company policies and guidelines could result in disciplinary action up to andincluding dismissal.

1. Management Responsibilities

Management responsibilities to employees include:

1. Provide equal employment opportunity.

2. Offer appropriate training, educational and other opportunities within the Company and encourage each employee to develop his capacities and potential.

3. Make demonstrated ability and qualifications the primary basis of selection and promotion.

4. Consider employee satisfaction and morale as well as Company productivity, efficiency and cost.

5. Maintain open channels of communication; create an atmosphere of understanding, cooperation and mutual trust.

6. Promote Customer Satisfaction and Owner Loyalty to CRISWELL AUTOMOTIVE.

7. Review performance periodically.

8. Set and maintain a professional example.

9. Abide by performance standards as determined by upper management.

2. Employee Responsibilities

The job performance and personal conduct of each employee reflects directly upon the image and reputation of the Company. It is expected that each employee will conform to the established Company policies and that dealings with customers and fellow employees will at all times reflect honesty and the highest ethical standards. Employees will observe the following guidelines to maintain the ethical standards of CRISWELL AUTOMOTIVE:

1. Promote Customer Satisfaction and Owner Loyalty to CRISWELL AUTOMOTIVE.

2. Outside activities must be acceptable and compatible with an employee's identity with the Company. This includes the prohibition of business ventures, business and personal investments, and outside employment, any of which would create a conflict of interest.

3. Employees must not accept from, or give to, customers and suppliers gifts which exceed a value of $25.00; or accept commissions or fees of any nature from customers; or borrow from customers or suppliers (see Gratuities & Gifts for clarification).

4. Personal money management is a reflection of the individual capabilities of an employee. Therefore, each employee is expected to AVOID OVERDRAFTING OF CHECKING ACCOUNTS, to avoid delinquent indebtedness and to handle personal finances in a businesslike manner.

5. Integrity is a "must" for continued employment. Theft, embezzlement, misappropriation of funds, false entries in any book, report or statement with intent to defraud, and falsification of expense accounts is cause for immediate dismissal and possible prosecution.

6. IT IS THE RESPONSIBILITY OF EACH EMPLOYEE TO REPORT TO MANAGEMENT ANY KNOWLEDGE THAT A CRIME HAS BEEN OR WILL BE COMMITTED. NOT REPORTING COULD PLACE THE EMPLOYEE IN THE POSITION AS AN ACCESSORY.

7. Strict compliance with laws and regulations is necessary. Noncompliance could result in adversity both for the employee and the Company.

8. A CUSTOMER'S CONFIDENTIAL INFORMATION MUST NOT BE DIVULGED TO THIRD PARTIES EXCEPT WITH PROPER AUTHORITY FROM THE CUSTOMER, OR AFTER PROPER LEGAL PROCESS.

9. An employee will not discuss nor enter into agreements with competitors concerning Company prices of automobiles or services, computer generated information, other competitive policies or business practices.

10. Disclosure of Company financial information and policies will be made only upon authorization of the Dealer or General Manager or other officers of the Company.

11. The Company's physical properties, information and influence will not be used for the private advantage of any employee or other person.

VI. EMPLOYEE CONDUCT AND RESPONSIBILITIES

Failure to adhere to the following Company policies and guidelinescould result in disciplinary action up to and including dismissal.

1. Standards of Professionalism

We often hear the term "professional" used to describe someone who conforms to the technical or ethical standards of a profession. But what are the characteristics of a professional? We encourage all employees working for this Company to adopt the following characteristics of an "automotive professional":

Be aware of your personal appearance and grooming. WEAR DEALER PROVIDED COMPANY UNIFORMS (and name badges) or conform to departmental dress codes described in this handbook.

Be conscious of your language, courtesy, manners and conduct with other employees as well as customers.

• A professional exhibits a noticeable sense of commitment to quality and customer satisfaction.

• Absorb every available source of product knowledge on and off the job.

Demonstrate a sense of "professional pride" in your work habits, be an ambassador of our products and your Company.

2. Professional Conduct

Employees shall conduct themselves in a courteous and professional manner at all times. Negative, abusive, profane or obscene language will not be tolerated on Company premises. Employees violating this policy will be subject to disciplinary action or termination of employment.

Verbal and/or physical threats against management, the Company, customers or fellow employees, while on the premises, could subject the offending employee to termination as well as law enforcement charges by the Company. Assault on a fellow employee or customer, possession of firearms or other weapons on Company property, will all be grounds for immediate dismissal.

Consideration for the rights of one another requires that an employee conduct himself in a respectable and orderly manner. Personal conduct outside the dealership which is damaging to the reputation of the employee would also be considered damaging to the reputation of the Company and could be cause for dismissal. This would include any conduct which is in violation of the law.

Rules of Conduct

An employee may be disciplined or discharged for "just cause," which includes, but is not limited to, the following breaches of Rules of Conduct and as a private employer, the Company has the prerogative to dismiss an employee for any reason or for no reason ("at-will"). Offenses subject to immediate dismissal:

1. Insubordination — refusal to comply with the instructions of a supervisor.

2. Refusal to accept a proper job assignment.

3. Refusal to work overtime when a reasonable request is made.

4. Gambling or conducting unlawful games of chance on the premises.

5. Leaving your station during regular working hours without permission is subject to disciplinary action and, if repeated after warnings, dismissal.

6. Violation of Company policies.

3. Productivity

We ask each employee to take personal pride in his Company and in his work. We expect each employee to put in a full day's work so that maximum productivity is achieved. By productivity we mean high quality work in sufficient quantity with minimum errors and lost time. Productivity is directly related to Company profitability and to employee job security, pay increases and advancement.

4. Personal Appearance

Each employee maintaining a professional image is vital to the success of the Company in our transactions with customers and the public. Employees must attire themselves in a neat, clean, and businesslike manner.

Acceptable attire for men in management, sales, and office positions includes Criswell attire, trousers, dress shirts, ties and leather shoes. For women, acceptable attire includes dresses, suits, non-revealing blouses and sweaters, skirts, dressy slacks and leather shoes. SHORT TOPS, TEE SHIRTS, JEANS AND OVERLY CASUAL CLOTHES OR FOOTWEAR ARE NOT ACCEPTABLE.

IDENTIFICATION NAME BADGES SHALL BE WORN AT ALL TIMES.

WHERE REQUIRED, UNIFORMS WILL BE WORN AND PROPERLY MAINTAINED AT ALL TIMES.

An employee who arrives for work in unacceptable attire or who is improperly groomed will be sent home to correct his appearance. Your supervisor will establish the dress code applicable to your department.

5. Housekeeping

One indication of a good employee is the condition and appearance of his work area. Orderliness in your work area reduces accidents, improves health conditions, reduces fire hazards, adds to the efficiency of your work, improves the quality of our service, and portrays a favorable image to our customers. Employees are required to maintain individual work areas, including desks and files, in an uncluttered clean, neat, and tidy condition in accordance with departmental housekeeping policies and procedures.

In order to maintain a safe, professional and attractive environment for our customers and other employees, all productive employees working in the mechanical, body and paint areas are to sweep their work areas and stalls daily. Each Friday afternoon after the close of business, productive employees will scrub the shop floor in their respective work area. Help us keep the shop clean and safe.

Employees will not remove any new or used parts, materials, discarded equipment or parts, or any discarded replacement items without the express consent of the department manager.

6. Telephone Courtesy.

Telephone courtesy is of prime importance in establishing the dealership's professional image with customers and other callers. Standards of telephone courtesy at CRISWELL AUTOMOTIVE are as follows:

• ANSWER ALL CALLS WITHIN 3 RINGS. Be ready to talk as soon as you pick up the receiver.

• ANSWER CALLS ON ANOTHER EMPLOYEE'S DESK OR AREA WHEN UNOCCUPIED.

• Answer all calls with "Thank you for holding" or "Good morning/afternoon/evening," your department name, and your full name. Examples: "Good Evening, Sales, Jim Jones"; "Good Afternoon, Cashier, Mary Johnson"; "Thank you for calling CRISWELL Service, this is Ben Smith."

• ALWAYS GO BACK TO ACKNOWLEDGE A WAITING PARTY EVERY 30-45 SECONDS; OFFER YOUR HELP OR TAKE A MESSAGE.

When putting someone on hold to answer another line, always give the second caller an explanation that you are on another call and allow the second caller time to acknowledge and agree to hold before doing so.

Return all phone messages promptly (within 1 hour if possible) upon return to your work area.

PUT A SMILE IN YOUR VOICE, use the caller's name frequently, be helpful and pleasant.

To be of maximum help to our customers, speak distinctly and directly into the receiver. Always keep writing material near the telephone and take careful notes, in particular, the caller's name, telephone number and the nature of his call.

7. Employee Property & Technician Tools

Technicians and other trades people will secure their personal tools and keep their tool boxes locked when not in use. The Company will provide Technician personal tool insurance if a detailed list of all tools maintained at the dealership is furnished annually by interested Technicians.

The Company will not be responsible for any employee personal tools, tool boxes, personal computers, portable and cellular phones, etc. damaged, lost or stolen from the premises.

8. Personnel Records

Accurate personnel records are required for the benefit of both the employee and the Company. It is the employee's responsibility to keep the Company informed of your current address, marital status, telephone number, insurance beneficiaries, change in name, number of dependents and individuals to notify in case of an emergency. The Company will rely on the employee's address for communications by mail, the telephone number in case of an emergency, and marital status changes for income tax and Company benefits.

9.Telephone Calls

Employees will avoid placing or receiving personal phone calls during working hours. It is recognized that family needs sometimes require such calls. Employees may therefore use Company phones for short local calls on a limited basis. Excessive personal telephone use will not be permitted and constitutes a basis for disciplinary action. All employee telephone call expense abuse will be charged to the employee.

COMPANY TELEPHONES WILL NOT BE USED FOR LONG DISTANCE CALLS WITHOUT PERMISSION OF YOUR DEPARTMENT SUPERVISOR. Should a customer wish to use the phone for local calls, please direct him or her to the most convenient location and assist them in obtaining an outside line. This procedure would include the phones on the Service Advisor's desk. Only when phones are not readily available should a customer be directed to the most convenient dealership pay phone.

10. Misrepresentation

CRISWELL AUTOMOTIVE is proud of its reputation for integrity and for the good business ethics of its employees. Any employee who deliberately performs unauthorized work on a vehicle, claims that work has been done or parts replaced when such is not the case, or performs any other act of fraud or deceit which can jeopardize the dealership's public image or legal position, may be subject to discharge. Any employee who deliberately makes any untruthful or misleading statement, omission, or falsification so as to jeopardize the reputation or legal position of the Company, may be subject to dismissal. Company stationery is to be used for authorized business only. It may not be used for personal letters or other non-company use because it may give the wrong impression to someone who sees it used this way.

11. Loitering

Loitering in offices or work areas of other employees, or interfering with the work of other employees hinders customer service and constitutes unacceptable behavior.

12. Children and Visitors

Employees will not bring their children into the dealership during working hours. Children are easily injured and may readily become a nuisance to other employees, customers, or property. If a child is brought to the dealership contrary to this policy, the employee must hold the Company harmless in the event of a child's injury or accident while on the premises. Likewise, friends and family members visiting employees during working hours is discouraged. Their access to employee working areas is not permitted unless approved by management.

13. Smoking in the Workplace

The Company recognizes the need of many of its employees to work in an environment free of tobacco smoke. The Company also respects the rights of employees who choose to smoke to make personal decisions without interference, as long as these decisions do not interfere with the rights of other workers.

No smoking will be allowed at public entrances or in any area where the practice would create a recognized hazard under the Occupational Safety and Health Act (OSHA) or where, in the department manager's judgment, smoking would be unsafe. For instance, OSHA has banned smoking in service repair areas where workers are exposed to asbestos due to the increased risk of lung cancer/disease. No smoking is allowed where such vehicle asbestos parts as brake and clutch linings are being handled, installed or repaired. No smoking signs will be posted accordingly, and especially near flammable or hazardous materials.

In addition to the posted "no smoking" areas at this dealership, smoking will not be allowed in any area inside the dealership in accordance with city and county regulations.

The use of chewable tobacco products are also prohibited as they can create a safety hazard. Smoking and/or chewable tobacco products in the presence of a customer or fellow employee may be offensive. The rights of others must be considered at all times.

14. Horseplay/Practical Jokes/Vandalism

Employees will refrain from engaging in conduct which could lead to the injury of others or the destruction of property. Such conduct is grounds for disciplinary action or dismissal of the employee.

15. Drinking and Drugs

Congress has recognized the problem of drug abuse by enacting the Drug-Free Workplace Act of 1988. In compliance with the Act, drugs or alcoholic beverages are not permitted on Company premises. For your own safety, you are prohibited from working under the influence of alcohol or drugs. Impaired conduct endangers yourself, your co-workers,. and our customers, and it damages the reputation of the dealership. Employees using prescription drugs as prescribed by a physician, must immediately report the usage to your supervisor. Management may require an employee to submit to a random drug or alcohol test, where there is probable suspicion of drug or alcohol use, or in the event of an accident while on Company premises.

To control the possession, distribution and use of illegal drugs and alcohol, management may, with or without announcement or probable cause, conduct a comprehensive search and/or inspection of the premises. All lockers, desks and other containers on the premises are for employee use, but are Company property and remain Company property even though they are being used by an employee. The Company maintains the absolute right to enter lockers, desks and other containers of any employee at any time, locked or unlocked, and without prior notice to the employee. The employee, by accepting employment with the Company, consents to such searches by the Company and/or appropriate law enforcement officials. The employee further waives any claim against the Company for any reason as a result of these searches. Items found in such a search may be taken into custody and turned over to the appropriate law enforcement authorities.

Employees who report to work under the influence of alcohol or drugs will not be permitted to work. Consuming, selling, transferring, distributing illegal drugs on or off the job or any violation of the above Company policy can result in immediate dismissal.

16. Theft

Unauthorized possession or use of any Company, customer or employee property constitutes grounds for immediate dismissal and the filing of criminal charges.

17. Fighting

Fighting constitutes grounds for immediate dismissal.

18. Moonlighting and Work Privileges

Work will be assigned to technicians by the service department manager, service advisor or dispatcher. TECHNICIANS WILL NOT PERFORM WORK ON VEHICLES THEY DO NOT PERSONALLY OWN, UNLESS SUCH WORK IS DONE THROUGH THE SERVICE DEPARTMENT AT NORMAL PRICES.

An employee will not engage in any commercial activities which are in direct competition with this dealership unless he first terminates his employment with the dealership. This restriction includes the provision of parts and service-related activities to or on behalf of customers of the Company. Any of the above activities can lead to disciplinary action or dismissal.

19. Wall Displays

No decorations, pictures or wall hangings will be hung on walls or displayed elsewhere on the premises without prior approval of management. We must avoid any inappropriate material which may not project a favorable image or be offensive to others.

20. Building Security

The building is equipped with an electronic security system. Those employees who are entrusted with building keys and alarm codes must follow the operating instructions for the alarm system, and are responsible for the security of your respective department.

Security codes, keys, safe combinations, etc. are given to certain employees and are of a confidential nature and should not, without the express written consent of an officer of the Company, be given to any other employee or an individual outside the Company. Any violation or deviation from this policy may result in termination of employment.

VII. COMPANY OPERATING PROCEDURES

1. Relations With Customers

We have a keen appreciation of our responsibility to our customers. The Company guarantees its work and employees, of course, share this responsibility. Each of us must do his part. We must:

• Remember that the customer furnishes the money for our pay checks.

• Show a sincere interest in the customer. The promptness with which customers are waited upon, the courtesy and concern displayed, the care, skill and pride in your work, neatness, and the appearance of premises, all influence the customer to return to CRISWELL AUTOMOTIVE.

Here are some tips to remember:

• Greet customers promptly and politely; do not keep customers waiting.

• Smile and say WELCOME TO CRISWELL AUTOMOTIVE.

• Call customers by their name (i.e., Mr. or Mrs. Jones, Dr. Brown).

• Return telephone calls promptly. APPRISE SERVICE CUSTOMERS OF THE STATUS OF THEIR VEHICLES, SO THEY DO NOT HAVE TO CALL THE DEALERSHIP.

• Be frank and honest.

• Be friendly but not familiar. SHOW SINCERE CONCERN.

• Don't argue or lose your temper with either the customer or your fellow employees.

• Show your appreciation. Thank customers for their business and for coming to CRISWELL AUTOMOTIVE.

• Keep Promises

• Follow-up with customers who have purchased new or used vehicles to confirm their satisfaction.

• LOOK AND ACT THE PART OF THE PROFESSIONAL PERSON YOU ARE.

• Be tactful.

• Be proactive -take ownership -find someone who can help.

The success, continuation of our business, and the security of our jobs, depend upon the number of satisfied customers we create and keep. None of us should ever forget that the person we all work for is the CUSTOMER.

2. Company and Employee Property

The primary purpose of all Company property and equipment is to support us in doing our jobs, to generate business for the Company, and thereby to generate income for all employees. Company property and equipment, therefore, must not be neglected or abused but maintained and cared for. Any misappropriation, neglect or deliberate damage of Company property is grounds for disciplinary action or dismissal.

An employee destroying, breaking, defacing or otherwise disturbing the property of another employee will be required to replace or repair the property at his expense. If the employee refuses to replace or repair the item to its original quality, the employee will be suspended or dismissed.

3. New and Used Vehicle Inventory

Unauthorized use of customer or Company vehicles is a breach of trust and is the basis for dismissal. The driving of new or used vehicles from dealership stock during or after business hours is prohibited unless approved by a sales manager.

4. FTC Buyer's Guide

The Federal Trade Commission (FTC) Buyer's Guide gummed label must be affixed to all new demonstrators and used vehicles and must not be removed under any circumstances. Violations of this policy will subject the employee to disciplinary action, dismissal and/or the $10,000 federal fine.

5. Demonstration Drives

Every customer must be encouraged to take a demonstration drive.

A salesperson must obtain a copy of each customer's driver's license and note the year, make, model and license plate number of the customer's vehicle prior to a demonstration drive.

Sales personnel will always accompany customers on a demonstration drive. UNDER NO CIRCUMSTANCES will a salesperson permit a customer to drive a new or used vehicle unaccompanied by a salesperson unless pre-approved by a sales manager.

6. Sales Deliveries

A salesperson will ensure that he has checked each new and used vehicle at least one (1) hour prior to delivery. Checks will include that the vehicle runs properly; that it is washed and serviced; that lights, wipers, and other accessories are working; that it has a jack, tools, spare wheel and tire; and that the dealership pre-delivery inspection has been completed. The salesperson must make certain that the key numbers are properly recorded and that the warranty book information has been completed. All documents must be prepared in advance. Last minute checking of a delivery will NOT be tolerated.

Upon the customer's arrival, the salesperson will explain the vehicle operating procedures, the owner's manual, and warranty coverage. The salesperson will introduce the customer to a service representative and explain the service appointment/night drop procedures. Each new vehicle delivery will be performed in accordance with procedures prescribed by the manufacturer and this Company.

Commissions will not be paid to salespersons on incomplete deals; missing deposit or payment, missing titles, missing registration card or insurance information, unauthorized or unpaid trade-in vehicle repairs, unless specifically authorized by management.

If a trade-in is involved, the salesperson will inspect the vehicle with a sales manager before the customer leaves. Make sure that the equipment is intact; that it has tools, jack, a spare tire; and that is in the same condition as it was when appraised, in particular, it has no odometer alteration.

When a customer approaches an employee of the Company for the purpose of selling his vehicle, he will be directed to the Used Vehicle Manager. Under no circumstances will an employee buy or attempt to buy such a vehicle, or engage in discussions of its value.

7. Finance & Insurance and Aftermarket Sales

CRISWELL AUTOMOTIVE strives to fill the total transportation needs of our customers in order to retain their continued loyalty to this dealership and our products. To accomplish this, all sales customers will be introduced to the Finance & Insurance/Aftermarket Sales staff to acquaint them with these valuable consumer services/products. Likewise, service customers interested in purchasing extended warranties and other vehicle protection products are to be turned over to F&I/Aftermarket personnel.

License tags and registrations will be locked up in the finance office.

8. Large Cash Transactions

Internal Revenue Service (IRS) regulations require that any transaction involving more than $10,000 in cash or cash equivalents must be reported to the IRS on Form 8300. "Cash" under the IRS reporting rules includes any kind of currency (U.S. or foreign), cashier's checks from banks, bank drafts, travelers checks, and money orders which have a face value of $10,000 or less. Combinations of these kinds of instruments are considered "cash" for reporting purposes when they total $10,000 or more. Goods and services should be denied to people with cash who are known (actual knowledge) to be engaged in criminal activity. Selling goods and services to one who is known to be a drug dealer or engaged in some other illegal activity is contrary to Company policy. The following information must be obtained from the purchaser: name, address, social security number, and if an alien, passport number, country of origin and alien registration number. This information, along with a description of the sale, must be immediately filed with the IRS on Form 8300 within 15 days of the cash transaction. The federal Money Laundering Control Act is a criminal law with criminal penalties directed at people who would deliberately conspire with those engaged in enterprises to "launder" money generated from criminal activity. Don't be a criminal. "Structuring" a transaction to evade the cash reporting requirements carry penalties ranging from $25,000 to $100,000, and failure to comply with this government regulation is a felony with up to five (5) years in jail.

Effective January 1, 2002 the USA PATRIOT Act was instituted by the Department of the Treasury and enforced by their special bureau, Financial Crimes Enforcement Network (FinCEN). The Act requires financial institutions (including automobile dealers) to respond to information requests from FinCEN regarding anti-money laundering or terrorist activity. Dealers must develop internal policies, procedures and controls, designate a compliance officer, provide on-going employee training and audit functions. Reports will be submitted on a new combined form "IRS Form 8300/FinCEN Form 8300".

Failure to comply with federal regulations will subject an employee to disciplinary action or termination of employment.

9. Detail Cleaned Vehicles

Once a used vehicle or out-of-service demonstrator has been detailed (serviced, reconditioned, and polished) the detailed vehicle will not be driven except in the normal sales cycle. An employee who disregards this policy will be charged for the cost of re-cleaning as may be necessary.

10. Dealer License Plates

Dealer license plates, once issued to an employee, are the sole responsibility of the person to whom they are issued. In accordance with Company policy the employee will:

Produce them for spot checks. Pay any parking tickets booked to the assigned tag number. In the event of loss, report the plate number, time, date of loss, and circumstances in writing to the General Sales Manager or Service and Parts Director and to the police within 24 hours. Reimburse the Dealership for the loss of dealer plates at a cost of $250.00 and lost Dealer tag keys at a cost of $250.00. Not lend dealer plates to anyone. Not use dealer plates for any reason other than Company business. Not use dealer plates for any reason on any privately owned vehicle. The Service Department will use dealer tags for State Inspection and for road testing new and used vehicles in preparation for delivery.

11. Used Vehicle Warranty

Customer claims, applicable to the used vehicle limited warranty, will be brought to the attention of the Used Vehicle Manager, who has sole authority to determine if, when, and where repair work, if any, will be done. No repair work will be paid for by the dealership unless authorized by the Used Vehicle Manager. The Used Vehicle Manager is responsible for the interpretation of used vehicle limited warranty questions, and resolving disputes. The Business Manager and Service Manager may also be able to answer any questions concerning the used vehicle limited warranty.

12. Vehicle Keys

Once a vehicle is in the showroom the keys will be removed and safely secured. New and used stock units on the lot will be locked, with keys stored in a secured area. The spare keys and all relevant books and papers on new vehicles will be secured in a locked file. Keys of all vehicles left in the service or body departments will be removed from the vehicle and retained in the locked service office.

13. Company Vehicles

Vehicles may be provided to sales and management personnel for demonstration purposes. These vehicles must be washed regularly, kept clean inside and out, and the gas tank kept at least half full. They must be properly maintained, serviced, and cared for so as not to diminish their value. Accessories will not be added or alterations made, without the permission of sales management.

An employee, who incurs an accident with a company or customer vehicle, will pay the deductible portion of any damage (up to maximum of $1000.00 per accident). The employee will pay for all parking and traffic violations incurred while the vehicle is entrusted to him. Accidents, regardless of how minor, must be immediately reported to the employee's supervisor to assure insurance coverage and to enable the Company to accurately disclose the damage to our customers. Damage disclosure to the ultimate consumer will be the joint responsibility of the sales representative and sales management. Failure to do so constitutes a breach of trust and may result in dismissal.

Demonstrators will be used only by personnel to whom they are assigned. They are not to be driven by members of an employee's family or friends. In those cases involving customer use of a demonstrator or loan vehicle, with management approval, an Assumption of Liability Form will be executed by management.

The employee to whom a demonstrator is assigned is responsible for paying all income taxes resulting from his use of the vehicle. In addition, evaluation reports on these demonstration vehicles may be periodically required. All demonstrator vehicles must be available for demonstration purposes during regular business hours and are subject to sale at any time.

Those assigned a company vehicle will operate the vehicle in accordance with the terms set forth in the company written "Demonstrator Agreement".

After one (1) accident or incident of driver neglect, the employee assigned a company vehicle may lose the privilege of the company vehicle.

Employees' driving record from the Department of Motor Vehicles will be reviewed annually.

Employees operating company vehicles out of state must have prior management approval.

14. Parts Vehicles

The parts vehicles will be secured outside the building at night and on weekends. In the event that the parts vehicles are used to carry any hazardous or toxic materials, there shall be no smoking while in the parts vehicles. The designated driver and the Parts Manager are responsible for servicing, maintaining and washing the parts vehicles. Keys are to be returned to the Parts Manager when not in business use.

15. Rental Vehicles and/or Service Loaners

Rental cars are provided locally by Enterprise Rental Car and Not CRISWELL AUTOMOTIVE to: Provide a convenience for our service customers Generate additional service business Company vehicles are not to be provided as a Sales or Service Loaner to customers.

16. Personal Belongings

Customers and employees will be cautioned against leaving personal belongings in their vehicles when on Company premises. In the event of loss, no dealership insurance coverage is available and the dealership cannot assume responsibility for such losses.

17. Repair Work on Older Vehicles

Before major work (over $1000.00) is undertaken on a six (6) year or older vehicle, the customer will pay, in advance, fifty percent (50%) of the estimated repair bill. Exceptions will be authorized by service management.

18. Repair Work Authorization

The customer's signature is required on all repair orders (exception: vehicles towed in/night dropped) prior to commencing any work on the vehicle. Where there is no customer signature, the service advisor will secure a telephone approval from the customer. This telephone "OK" is acceptable for work to be performed, however the service department will do the following:

1. Record on the shop copy of the repair order the date, time, repair amount, nature of the repair, technician and Service Advisor name or number, return of used parts and the name of person authorizing the repair.

2. The cashier will obtain a customer signature on the repair order/invoice at the time of vehicle recovery. All repair orders will be signed by the customer. If an employee fails to obtain the required written or telephone authorization, the employee's commission is subject to cancellation or charge back.

19. Releasing Service Customer Vehicles

Employees delivering service customer vehicles to the customer will be held responsible for collection of the repair order charges.

Employees releasing service vehicles to customers prior to paying repair order charges will also be held responsible for any unpaid bill. These uncollected customer charges will be deducted from the employee's compensation.

20. Special Order Parts

When a part is not available, the part will be recorded on the repair order, and the customer will pay in advance if non-warranty. The part will be ordered immediately. When it is received, the customer will be notified by mail and telephone. The customer will only be responsible for labor charges to install the special order part. Fast freight charges must be authorized by management or paid by the customer.

21. Retention of Warranty or Transportation Claim Material

Manufacturer procedures dictate that we retain defective warranty and damaged transportation material in support of factory claims. Failure to do so will cause the claim to be disallowed with all the corresponding labor and parts charged back to the company. Service technicians therefore have the responsibility to turn in to the parts department all defective parts and transportation damaged material when the repair is completed. If these items are not requested to be shipped back to the manufacturer, they will be retained then scrapped in accordance with factory procedures and not be resold or issued back to employees. Failure of service technicians to turn in parts or material in support of factory claims will subject the technician to chargeback of labor and parts costs.

22. Deposits and Payments

All customer deposits or payments will be received and receipted by the Accounting Office or department manager. A Company computer-generated receipt will be given to the customer. If a receipt is given on a vehicle purchase or repairs, the receipt number will be noted on the buyer's order or repair order.

All checks and cash will be receipted and deposited the same or next working day. There shall be NO Hold Checks without prior written approval by management.

23. Petty Cash

Petty cash will be used only in an emergency. A petty cash slip will be signed by the recipient, approved and counter signed by management. Cash will not be removed from the Company by any employee without the prior consent of management.

24. Fixed Assets

Department managers will obtain approval from the Dealer or General Manager for any expenditures or purchase order commitments exceeding $500.00.

25. Purchases and Purchase Orders

All purchase order receipt books are subject to audit by the Office Manager. The Office Manager and Parts Manager are responsible for the proper execution of purchase orders to be issued to approved outside vendors. All purchase orders must reflect detailed, specific information as well as purchase quantity, amount, stock number, account to be charged, customer and salesperson name, etc.

26. Company Files and Records

All company files and records are the property of the Company and are confidential. These confidential records include, but are not limited to, information concerning all sales and service transactions with customers, personnel and payroll records of present and former employees, and financial records of the Company. Also included are: computer security codes, vendor and supplier purchase records, pending or potential legal actions, and all other information pertaining to the business affairs or operating practices and procedures of the Company. Company files and records will neither be copied nor disclosed to any party except as authorized by Company management. Disclosure of company records may be cause for disciplinary action.

27. Confidential Information

All inside information that is not common knowledge is considered privileged and is not to be disclosed under any circumstances. This includes vendor or customer lists, company records, memoranda and any other written material, as well as Company plans and strategies for the future. Improper disclosure of confidential information will result in the immediate termination of the employee and expose current and former employees to criminal and civil prosecution, where applicable.

28. Safeguarding Customer Information

In 1999 Congress passed Section 501(a) of the Gramm-Leach-Bliley Act and the Federal Trade Commission Privacy Rule obligating dealers to disclose to finance, lease and insurance customers how they use and share consumer information. Now the Federal Trade Commission has published a new rule "Standards for Safeguarding Customer Information". The Safeguards Rule requires dealers to develop, implement and maintain a comprehensive written information security program. It also requires dealers to ensure their affiliates maintain appropriate safeguards and dealers must select and retain service providers that are capable of maintaining appropriate safeguards for the customer information dealers share with them. The final compliance date for the Privacy Rule was July 1, 2001 and the final compliance date for the Safeguards Rule was May 23, 2003.

You can distinguish the Privacy Rule from the Safeguards Rule as follows:

The Privacy Rule deals with how dealers share information about consumers who obtain, apply for, credit or lease products.

The Safeguards Rule deals with how dealers protect information about finance and lease customers, regardless of whether dealers sell the obligation to a third party finance company or lessor.

• The Privacy and Safeguards Rule require that a dealer Information Security Program meet three objectives:

• Insure the security and confidentiality of Customer Information.

• Protect against any anticipated threats or hazards to the security and/or integrity of Customer Information.

• Protect against unauthorized access to or use of Customer Information that could result in substantial harm or inconvenience to any customer.

Penalties for non compliance for both the Privacy and Safeguards Rule may include monetary fines, injunctive relief and long-term consent decrees. These laws typically permit actual and punitive damages, as well as attorneys' fees and costs. In addition, a state Attorney General could bring action against dealers under the same type state laws.

In keeping with the objectives of the Safeguards Rule, CRISWELL AUTOMOTIVE will implement, maintain and enforce the following employee management and training safeguards:

1. All employees and independent contractors are responsible for complying with our dealership's Program.

2. This dealership will check references of each potential employee prior to the commencement of an applicant's employment.

3. This dealership may obtain a consumer report and criminal background check of each applicant prior to the commencement of an applicant's employment.

4. All offers of employment shall be subject to satisfactory references and consumer/criminal report investigations.

5. All new employees and independent contractors who perform services for our dealership that have access to customer information will participate in our dealership's information security training. Each person shall sign and acknowledge his or her agreement to abide by our Program. Training will recur at least once each year, or sooner, as determined by dealership management and as required by changes to the Program.

6. Such training program shall include, at a minimum, basic steps to maintain the security, confidentiality and integrity of customer information, such as:

• Identifying for employees and independent contractors the types of customer information subject to protection under the Information Security Program.

• Locking rooms and file cabinets where paper records are kept.

• Using password-activated computer software, systems, applications or terminals or an automatic log-off function that terminates access after a short period of inactivity.

• Using strong passwords (at least 8 characters long and alpha-numeric).

• Changing passwords periodically and maintaining the security of passwords.

• Sending electronic information over secure channels only.

• Appropriately disposing of paper and electronic records. Other training as determined appropriate by management from time to time.

7. Our dealership will take appropriate steps to encourage awareness of and compliance with the Program.

8. All employees and independent contractors will be permitted to access customer information on a "need-to-know" basis as determined by dealership management.

9. Personnel shall not be permitted to access, use or reproduce customer information, whether electronic or non-electronic, for their own use or for any use not authorized by this dealership.

All persons who fail to comply with this dealership's Program shall be subject to disciplinary measures up to and including termination of employment for employees or contract termination for independent contractors that perform services in our dealership. This remedy shall have expressly provided for in our dealership's agreements with such independent contractors.

Specific details for the compliance of securing and protecting customer information will be provided to employees by our Program Coordinator who will design, implement and maintain all safeguards and will report directly to the CRISWELL AUTOMOTIVE Dealer Principal. Your full cooperation for compliance is expected.

29. Employee Charges

CRISWELL AUTOMOTIVE is not in a position to handle cash advances or loans to employees. Although we do not have a charge account system on a formal basis, employees may charge their purchases of small items (vehicle purchases and major repair bills excluded). These charges will be payroll deducted. Any abuse of this privilege results in the privileges being revoked. Charges of more than $100.00 in any one week must be approved by the Department Manager.

30. Wage Garnishment

The garnishment of an employee's wages by a creditor is a serious matter. Therefore employees should make satisfactory arrangements with creditors so that your wages will not be attached. The Company must honor wage garnishments, as they represent a court order to withhold a portion of your pay.

31. Gratuities and Gifts

Employees are not to accept gratuities or gifts from customers, suppliers, or other parties who conduct business with the Company if the gratuity or gift may be reasonably assumed to have sufficient value to influence a business decision. Where there is doubt on the appropriateness of such an offering, the employee will either decline it or discuss the matter with the Dealer or General Manager.

32. Legal Notices and Inquiries

The Dealer, General Manager and Comptroller are the only employees authorized to accept service of process or any other legal notices on behalf of the Company. This includes lawsuit complaints, subpoenas, petitions and citations, etc.

Whenever public officials, attorneys, news media employees or public interest groups visit, call or write the dealership, employees must immediately advise the Dealer, General Manager or Comptroller. Employees are not authorized to comment on behalf of the Company.

33. Authority to Enter Into Contracts

No employee has the authority to enter into contracts on behalf of the Company other than an officer duly appointed by the owner. Employees should therefore incur no unauthorized expense on the part of the Company.

34. Paging System Usage

The Company paging system is for locating guests, customers and employees when other reasonable efforts have failed. The paging system is not to be used for giving instructions to guests, customers or employees. The use of the paging system for horseplay, vulgar language is strictly forbidden. If the person being paged is unavailable, please answer the page and take a message. Always be courteous and professional when using the paging system.

35. Computer Resources, Internet and Electronic Communications

CRISWELL AUTOMOTIVE policy on Computer Resources, Internet and Electronic Communications is designed to help you understand our expectations and to help you use the Company's resources wisely. For the purposes of this policy, references to the Internet should be understood to apply to the use of both Internet and Internet E-mail. References to electronic communications include messages that are transmitted and stored via computer, E-mail, facsimile, voice mail or other similar devices provides by the Company.

Your conduct while using these Company resources continues to be governed by the Company's other existing policies, especially but not exclusively, those that deal with intellectual property protection, privacy, misuse of Company resources, sexual harassment, equal employment opportunity, data security and confidentiality.

Please understand that although our connection to the Internet and the availability of E-mail offers many benefits, both Company and individual employees can be at risk if the Company's resources are used inappropriately or in a way that breaches security or confidentiality. The following guidelines have been established for using these resources. Any improper use of the Internet or other electronic communication resources is not acceptable and will be subject to disciplinary action.

Policy Guidelines:

1. All employees should understand that they have no right or expectation of privacy in their use of the Internet or the Company's other electronic communications resources, including E-mail and voice mail. Although the Company does not expect to engage in frequent monitoring of electronic communications by employees, the Company reserves the right to monitor and review any employee's access and use of the Internet for the Company's other electronic communications resources at any time. All electronic messages and other files created on or transmitted through CRISWELL AUTOMOTIVE computer network are the property of the Company.

2. Employees are individually responsible for the content of all text, audio or images that they distribute using the Internet or the Company's other electronic communications resources including facsimile, E-mail and voice mail.

3. Sending, knowingly receiving, viewing, downloading or displaying material that might reasonably be determined unlawful or inappropriate, including obscene or pornographic material, is not permitted. The Internet and the Company's other electronic communications resources may not be used to make or disseminate hate mail, threats, personal attacks, defamatory statements or discriminatory remarks; to engage in harassment; to violate any person's rights of privacy or publicity; or to engage in any similar behaviors. Employees should take particular caution to carefully screen any personal E-mail received from other sources before deciding to forward such messages within or outside the Company. Although the Company does not become a staple of the Internet communications, each employee assumes personal responsibility for the content of any message he or she chooses to send, regardless of who originally created the content. Jokes and other messages that contain content that might reasonably be viewed by another person as offensive or discriminatory may not be circulated using the Company's resources. Employees should promptly disclose to an appropriate supervisor any message they receive that they believe contains inappropriate content.

4. Sexually explicit material may not be displayed, archived, stored, distributed, edited or recorded using the Company's resources.

5. Any improper use of the Internet or the Company's other computer resources to threaten or harass others, intercept E-mail, infiltrate a computer or computing system (e.g. hacking), interfere, clog or damage the performance, files, data or software components of a computer or computer system (e.g. by spamming or introducing a computer virus) or to attempt any of the foregoing, is prohibited. Employees may not use the Internet to disrupt any discussion group, mailing list or news group with frivolous, vulgar or repetitious posting; by posting a binary or excessively large unrelated text file; or by posting articles that are off-topic according to the charter or the public statement of the forum.

6. The Internet and the Company's other electronic communications resources may not be used to send unsolicited bulk E-mail, or otherwise unsolicited messages where the recipient objects to the content of the message or to the receipt of the message in general. No E-mail or other communications may be sent that hides the identity of the sender or that represents the sender as anyone other then the actual sender.

7. No employee may use the Company's computer resources knowingly to download, distribute, use software or other information in violation of any intellectual property or other proprietary right. Also, the introduction of additional software without consideration of the impact on an employee's workstation or the network as a whole, could compromise the integrity of the Company's system or waste system resources. Therefore employees may download only software with direct business use and must arrange to have such software properly licensed, registered, scanned for viruses and authorized by the employee's department head prior to it being downloaded. Downloaded software must be used only in accordance with the terms of its license. Employees may not send or otherwise provide to any other person any software licensed to the Company or data owned or licensed by the Company without explicit authorization from the Company's Information System Director.

8. Employees may not use the Internet to download entertainment software, games or to play games against opponents over the Internet.

9. Employees disclosing confidential information via a news group, discussion list or chat forum, even if the disclosure is inadvertent, will be subject to all penalties under the Company's other policies and procedures.

10. Employees may use the Internet for non-business research or browsing during meal time or other breaks or outside of work hours, provided that all other usage policies are adhered to and that their use does not interfere with the conduct of business or distract from the employee's work duties. Although the Company acknowledges that personal E-mail will be received during the work day, personal use of the Internet to respond to such communications should be limited to appropriate times.

11. The Company has installed an Internet firewall to assure the safety and security of the Company's network. An employee shall not attempt to disable, defeat or circumvent any Company security facility.

12. Employees also may not use any encryption device or other security protection device on Company resources without the express written authorization from the Company's Information System Director. Employee passwords shall be used as instructed and new passwords must be disclosed to the Information System Director as directed.

13. Employees should understand that violations of certain of these policies may not only subject them to disciplinary action within the Company, but may expose them to civil and/or criminal action. The Company will cooperate with the inquiries of any legitimate law enforcement authority relating to employee use of the Internet or the Company's other computer resources.

14. The Company reserves the right to use appropriate software or monitor the Internet access it provides to employees.

36. Recording Policy

It is a violation of our policy to record conversations with a tape recorder or other recording devise unless all parties to the conversation give their consent or is done for Company telephone training and development purposes only.

The purpose of this policy is to eliminate a potentially chilling effect on the expression of views that may exist if one person is concerned that his/her conversation with another is being secretly recorded. This concern may inhibit spontaneous and honest dialogue especially when sensitive or confidential matters are being discussed. In addition, conversations may contain discussion or disclosure of proprietary business information and may involve communication of trade secrets or other confidential business information.

Violation of this policy will result in discipline and could lead to discharge.

37. New and Used Parts

All parts removed from either customer vehicles or Company vehicles are the property of the Company. Employees will not remove from the premises any new or used parts, materials, discarded equipment or parts, scrap, waste or any discarded replacement items without the express consent of the department manager. Such items as used containers, oil drums, batteries, radiators, bumpers, brake shoes and other salvageable items are Company property. Pilfering of new or used parts is a serious offense and will not be tolerated.

38. Unauthorized Discounting

Employees giving discounts to friends is one of the most common abuses any company can face, we understand that it can be tempting to give friends a "good deal". Yet for every free or reduced price of an item a customer receives, there is yet another dent in the company's profitability.

Remember, the smaller the company profitability becomes:

• the less merchandise the company can afford to buy
• the higher the prices we have to charge
• the less likely we can afford to increase your wages
• the fewer employees we can afford to retain the lower
• the chances we can hire much needed help

Under no circumstances should any company products be removed from the premises unless accompanied by a receipt from CRISWELL AUTOMOTIVE. Full-time employees are eligible for discounts on company products as determined from time to time by senior management. It is an abuse of the discount privilege to buy company products from CRISWELL AUTOMOTIVE on behalf of other people. CRISWELL AUTOMOTIVE considers such behavior a form of theft and violators will be treated accordingly.

If you are being pressured to issue discounts to friends or others, explain that you could lose your job for doing so.

If witnessing a fellow employee about to issue an unauthorized discount, remind him of the company policy and that discounts are for employees only. Alert your department manager of any known discounts or items given away by other employees in the past. We must work together to remove the threats posed by unauthorized discounts.

39. Emergency Closings

Keeping our facility open and operating is one of our prime concerns. However, under extreme inclement conditions, consideration is given to closing the facility. Any official decision regarding closing will come from the Dealer Principal or his designee.

In the event of severe weather (heavy snow, hurricane, tornado, etc.), we will be in contact with local police, the National Weather Service and other companies in an effort to make sound decisions regarding the restriction of work activity for the safety of all employees. In the event of a snowstorm, it is assumed that we are open and every effort should be made to be at work on time.

You will not be indiscriminately sent home during bad weather or in other emergency situations. We will announce any closings by informing Supervisors of an exact closing time. Employees are to remain at work until a dismissal announcement is made.

40. Use of Equipment

Equipment essential in accomplishing job duties is often expensive and may be difficult to replace. When using Company property, employees are expected to exercise care, perform required maintenance and follow all operating instructions, safety standards and guidelines.

Please notify your supervisor if any equipment, machines or tools appear to be damaged, defective or in need of repair. Prompt reporting of damages, defects and the need for repairs could prevent deterioration of equipment and possible injury to employees and others. Your supervisor can answer any questions about an employee's responsibility for maintenance and care of equipment used on the job.

The improper, careless, negligent, destructive or unsafe use or operation of equipment can result in disciplinary action, up to and including termination of employment.

Company equipment and Company vehicles are not to be removed from Company property or loaned out to outside organizations without the express permission of your Department Manager.

41. Business Ethics

You are expected to observe the highest standards of ethics and integrity in your conduct. This means following a basic code of ethical business behavior, which includes:

1. Complying with the letter and spirit of all applicable laws.

2. Faithfully carrying out our policies, rules, regulations and contracts.

3. Dealing honestly and fairly with customers, co-workers, management and the general public.

4. Respecting our ownership of all equipment, supplies, books, records and proprietary information.

5. Preserving the confidentiality of our trade secrets, customer lists, plans and decisions, customer trade secrets, confidential information about employees, your pay plan and any other information that is not public knowledge.

6. Understanding that books and records are our property and it is illegal to remove them. This includes manuals, lists and other information that employees use in their daily work.

7. Declining any gifts, gratuities or payments offered by any person or organization having current or possible future dealings with CRISWELL AUTOMOTIVE as a supplier, customer or contractor. This restriction includes offers of free service, travel or merchandise. Borrowing from such services is absolutely prohibited. Only token gifts, including imprinted pens or calendars and unsolicited gifts worth less than twenty-five dollars ($25.00) may be accepted. If an employee receives a gift in excess of this amount, the gift should be returned with an appropriate explanation. If a return is not practical, the employee receiving the gift must send a thank you explaining our policy and request that further gifts not be given. Meals are not included within the definition of the term "gift". Money, in any amount, is not to be accepted, under any circumstances.

8. Disclosing any outside financial interests that might influence an employee's decisions or actions on the job, including interests in suppliers, customers or competitors. Employees should not acquire such interests except for publicly traded securities in which the employee owns less than a one percent (1%) interest.

9. Not accepting any outside employment with a supplier or competitor or any other employment that could interfere with your responsibilities to us. Employment with any person or business that deals with us or competes with us must be approved in writing, including the acceptance of directorships, honoraria for speeches or consulting fees.

10. Not using information or authority derived from your employment for personal gain.

A breach of this confidentiality may cause the Company to lose a customer's business. Discussing confidential matters may cause us to lose our competitive advantage. Therefore, any breach of confidentiality may result in severe punishment up to and including immediate termination.

If you have questions about this code of business ethics or how it applies in particular situations, you should discuss the exact circumstances with the Dealer or General Manager. Each situation disclosed will be considered on its merits.

42. Outside Employment

Employees may hold outside jobs as long as they meet the performance standards of their job with the Company. All employees will be judged by the same performance standards and will be subject to the Company's scheduling demands, regardless of any existing outside work requirements.

If we determine an employee's outside work interferes with performance or the ability to meet the requirements of the Company as they are modified from time to time, the employee may be asked to terminate the outside employment if he or she wishes to remain with CRISWELL AUTOMOTIVE.

Outside employment that constitutes a conflict of interest is prohibited. Employees may not receive any income or material gain from individuals outside our Company for materials produced or services rendered while performing their jobs.

43. Your Employment Record

When you filled out your employment application, you provided a great deal of information about yourself.

You must keep your employment record up to date by notifying our Human Resources Department of any change in your name, home address, telephone number, person to call in an emergency, dependents, insurance beneficiaries and your medical condition. We need this information to alert you in case of an emergency and to update employment records and benefit policies.

All employee personnel records are the property of the Company and will be used by the Company only, no copies will be given to the employee. An employee may review their personnel file with the Human Resources Department at any time, make notes but no copies will be allowed.

44. Evaluations

Our intention is to hire the most qualified people available and to provide the maximum opportunity for advancement. Promotions are not based on seniority alone, but on ability, performance, positive results, leadership and willingness to accept responsibility. All staff members are expected to demonstrate progressive expertise in job performance and knowledge. One mark of a mature employee is an enthusiastic approach to work; you should consider no assignment unimportant or unworthy of your best efforts. Our continuing progress depends on the ongoing development of each of us. You will be given assistance and guidance on a regular basis. Towards the end of your Introductory Period of employment and, as appropriate, you will have a performance review. Performance reviews provide an opportunity for you and management to discuss subjects such as training needs or the desire for increased job responsibility, your technical progress, accomplishments, strengths and weaknesses and goals for the coming year. Performance reviews are considered in making compensation decisions, but the results of the performance review will not necessarily result in a merit increase.

45. Work Performance Evaluation

It is expected that you will carry out your responsibilities fully and to the best of your abilities and conduct yourself so as to best serve our interests. When informing you that work performance does not meet satisfactory standards, we may take any action appropriate in the circumstances including:

1. Providing counsel to point out areas of weakness and recommend ways to overcome areas of concern;

2. Warning you orally, then if the problems continue, we will prepare a written statement for the personnel file;

3. Releasing you either permanently or temporarily based on the severity of the case.

The aforementioned steps are not to be interpreted as progressive in nature (i.e., step 2 can occur before step 1).

Notwithstanding any provision in this Company Policy and Employee Handbook to the contrary, we reserve the right to discipline any employee by any lawful means including immediate discharge, demotion, suspension or other action for any misconduct or for any failure to comply with the rules, policies or goals set forth in this Employee Handbook or for failure to act in the best interest of the Company. Nothing in this Employee Handbook is intended to grant contract rights to any employee nor to subject us to any liability for any claim or failure to comply with any of the rules, policies or goals set forth in this Employee Handbook.

46. Mail

All mail delivered to the Company will be opened by the Dealer or General Manager. Employee personal mail should not be addressed to the employee in care of the dealership.

All priority and overnight mail will be delivered immediately to the General Manager, regardless of the recipient.

CONCLUSION

This Handbook has been prepared with the intent of anticipating many questions which you, the individual employee, may have wanted to be answered. If, after reading the Handbook, you have unanswered questions, you are encouraged to discuss them with your department manager. The manager will either answer the question or get the answer for you.

We have mentioned benefits, responsibilities, and operations. But the most important subject is the customer --the very reason we have a job, and the need for our very best effort to "IMPRESS AND DELIGHT THE CUSTOMER" everyday.

CRISWELL AUTOMOTIVE exists because each year a great many people have invested their money, time, and faith in us all. Our customers determine how fast our Company will grow, how many people we will employ, how many vehicles we sell, how much service we will render, how many parts we will market, and how much profit we will make.

In order to retain these customers, we want to ensure that our good service never fails. We must always give our customers the best possible value and quality for the money they spend with us. Working well together will provide each of us with a bright, secure future, and provide all of us in the dealership with the most important commodity --a good reputation.

The Company has the right, from time to time, to make and enforce new rules and to enforce, change, abolish or modify existing rules, Company policies, procedures or benefits applicable to employees as it may deem necessary or advisable.

Thank you for taking time to read and study this Handbook. Please protect the security and proprietorship of this Handbook keeping it in a convenient place for future reference and updating. Should you have any questions or suggestions, please let us hear from you.

"ABOVE ALL"

The greatest asset our Company will ever have is satisfied customers. If we are to receive "high grades" on the customer's "report card", each of us must appreciate the fact that satisfying the customer is our number one priority. It sits at the very core of our Company's ability to thrive and prosper.

A significant factor in delivering customer satisfaction evolves around the quality of the service we offer. In our organization, service is a "product". It is a product that each of us must deliver day-in and day-out. Even if we do not deal directly with the customer on a regular basis, our efforts do make a difference --it is a part of everyone's job to deliver a quality service product --whether it be face-to-face or behind the scenes.

The quality of the service we offer "cannot be separated from the quality of the provider". What this means is that each of us individually holds the key to our Company reaching the pinnacle of customer satisfaction; if we possess positive, progressive attitudes toward our customers, if we develop a sense of pride and commitment to service excellence, and if we try our very best to provide better service today than we did yesterday, we will have made great strides in ensuring a future for our Company and for ourselves.

Our Company spends thousands of dollars every month to attract customers through our doors. Each of us must play our part to keep them coming back. We must be driven by a desire to make quality service our top goal. We must never lose sight of the fact that the impression we leave on our customers is an advertisement, good or bad. Every time we provide a service to the customer we either improve the customer's perception of our Company -or diminish it.

As we proceed each day to provide quality service for our customers, it will serve each of us well to keep in mind these words:

Customer satisfaction is an all-of-the-time thing, not a some-of-the-time thing. It is something we do with a customer, not something we do for a customer. It is based on meeting the needs and wants of customers as they see them, not as we see them. It is treating each individual customer as if that individual were our only customer.


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