Association of Corporate Counsel (ACC)



(“COMPANY NAME”)EXECUTIVE OFFICER EXPENSE REIMBURSEMENT POLICYThis policy applies to (“Company Name”). and all of its affiliates (collectively, “(“Company Name”)”) and sets forth the requirements applicable to reimbursement of business expenses, including expenses incurred by (“Company Name”)’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and Chief Operating Officer, as well as others who were, are, or will be “officers” of (“Company Name”) pursuant to Section 16(a) of the Exchange Act (the “Executive Officers”). This policy also addresses perquisites of the Executive Officers that have been approved by (“Company Name”)’s Board of Directors, or a committee thereof, and that are therefore frequently submitted on expense reports for reimbursement by (“Company Name”).Regardless of whether an expense would be reimbursable under this policy, the Executive Officers should at all times be cost conscious and judicious in connection with incurring expenses.Regardless of whether an expense would be reimbursable under this policy, travel for the benefit of a third party should not be more costly than that permitted by such third party’s travel policy.General Requirements. Expenses will not be reimbursed unless they are incurred in accordance with this policy or otherwise approved (in writing) by the Chair of the Board and/or Compensation Committee of the Board of Directors or the Chief Financial Officer, as the circumstances may dictate. If such expenses would reasonably be expected to exceed $5,000, such approval must be obtained in advance. Business expenses will be reimbursable only to the extent that they are ordinary, reasonable and necessary in the course of the business of (“Company Name”). All expense reimbursements described below are subject to the preceding requirements. The Board and/or Compensation Committee may approve allowances or reimbursements for Executive Officer perquisites in advance as part of Executive Officers’ compensation packages. Such allowances may include stipends, allowances, or reimbursement authorizations for both reimbursable and non-reimbursable expenses identified in this policy.Receipts. Business expenses in excess of $50 will be reimbursed only if original receipts are submitted with the related expense report. All expense reimbursements described below are subject to the preceding requirement unless otherwise provided below.Examples. Subject to the other provisions of this policy, a list of examples of reimbursable and non-reimbursable expenses is set forth below:Reimbursable expenses include:Business-related airfareBusiness-related ground transportationBusiness-related hotel roomBusiness-related mealsBusiness-related phone callsBusiness-related tipsFees for attendance at continuing education courses required to maintain professional licensure (accountant, attorney, health professional, etc.) necessary for position with (“Company Name”)Business-related professional association memberships and dues in the states in which (“Company Name”) maintains physical facilities (bar associations, state licensing authorities, etc.)Books, periodicals, and subscription services (e.g., legal, accounting, or other professional treatises, academic journals, and publications/materials) incident to maintaining business-related certificationsParking and toll feesHigh-speed internet services (when sufficiently functional free services are not available)Overnight delivery postageVisa/passport/consulate fees, inoculations for foreign travel, and hotel laundry or dry cleaning service made necessary by travel circumstancesReasonable personal expenses (approved in writing by the Chief Financial Officer, the Controller, or their designee) made necessary by emergency business travel circumstancesNon-reimbursable expenses (unless approved in writing in advance by the Board and/or Compensation Committee) include:Personal sundries or toiletries (such as magazines, books, newspapers, cocktails, tobacco, shoe shines, toothpaste, etc.)Movies or other personal entertainment (including in-room and airline movies)Airline club membershipsFees for frequent flyer program benefitsParking or traffic tickets or traffic violationsBooks, periodicals, and subscription services not incident to maintaining business-related certifications (e.g., Wall Street Journal, Crain’s, radio/TV/streaming services, etc.)Barber, hairstyling or other personal service charges, except those that are incurred in connection with events at which the Executive Officer’s appearance and grooming are essential to the image and goodwill of (“Company Name”)Lost personal itemsAirline or travel insuranceFees for seminars, clubs or membershipsMini-bar expensesHealth club facility feesTuxedo rentals and clothingBabysitting, kennel or pet care fees, or other personal expenses not made necessary by emergency business travel circumstancesCertain expenses (such as technology equipment and cell phones) may be paid directly by (“Company Name”). These types of expenses are subject to procedures designed to ensure that suchexpenses are effected with approved vendors at negotiated prices. When personnel bypass these procedures and incur expenses through individual purchases, these expenses will not be reimbursed.Air Travel. Air travel may be by coach/economy, business or first class. When making air travel reservations, the Executive Officer should take into account the relative price of different classes of tickets, as well as benefits provided with different classes of travel, including the ability to make changes to travel without incurring additional expense, ability to attend to Company business while traveling, the length of travel and immediacy of business meetings after such air travel. Every effort should be made to secure favorable pricing, which can vary substantially.Personal and vacation travel may be combined with business travel so long as there is no additional cost to (“Company Name”).Unused airline tickets or flight coupons must never be discarded or destroyed; rather, they should be used for business travel or returned to (“Company Name”).Personnel may retain frequent flyer program benefits. Membership fees associated with joining these programs are not reimbursable expenses, unless approved in advance by the Board and/or Compensation Committee or Chief Financial Officer, as the circumstances may dictate. However, participation in these programs must not influence flight selection if it would result in incremental additional cost to (“Company Name”).Rail Travel. Rail travel may be by coach/economy, business or first class. When making rail travel reservations, the Executive Officer should take into account the relative price of different classes of tickets, as well as benefits provided with different classes of travel, including the ability to make changes to travel without incurring additional expense, ability to attend to Company business while traveling, the length of travel and immediacy of business meetings after such travel. Every effort should be made to secure favorable pricing, which can vary substantially.Local Transportation, Rental Cars and Personal Cars. The reasonable cost of taxis/ride sharing services or public transportation (including use of rental and personal cars, gratuities and tips, and transportation to and from airports and train stations) is reimbursable. Commuting expense (travel to and from (“Company Name”) work sites within the normal commuting area) and personal mileage for incidental trips will not, however, be reimbursed. The “commuting area” for purposes of this policy shall be the same as the “commuting area” defined by the federal Office of Personnel Management pursuant to 5 C.F.R. § 550.703.Executive Officers may be provided an allowance for payments related to personal automobiles used for business purposes, as approved by the Board and/or Compensation Committee.Rental cars should be used only when economical in comparison to other available transportation. Actual gasoline costs will be reimbursed. Personal and vacation car rentals may be combined with business car rentals so long as there is no additional cost to (“Company Name”).It is the responsibility of the owner or renter of a car being used for business to carry adequate insurance coverage for his or her protection and that of any passengers. Personnel must check their personal automobile insurance policies for any limitations or prohibitions on the use of personal or rental car for business. Personnel must understand that, by electing to use their personal cars, they accept responsibility for all associated risks (such as costs associated with wear and tear, accidental damage or injuries, and preventative maintenance).For business travel, extra insurance coverage offered by the rental agency should be waived and Executive Officers should rely upon the insurance coverage provided under their credit cards and personal automobile insurance policies.When using rental or personal cars for business, Executive Officers are required to have a valid driver’s license, wear their seatbelts and obey all laws, including insurance and safety requirements.Executive Officers who are involved in an accident are required to obtain a copy of all related documentation, including police reports, accident reports and information from others involved in the incident (including names, addresses and insurance company contracts). An accident report must be given to the Legal Department and to the Chief Financial Officer as soon as possible after the accident.Hotels. Executive Officers are expected to obtain clean and safe accommodations without incurring unnecessary expense. Under no circumstances will an Executive Officer be asked to compromise their health or well being by staying in an unsafe or unsanitary environment. When traveling, personnel should select reasonably-priced hotels and those at which (“Company Name”) has corporate accounts. Suites and other deluxe accommodations will not be reimbursed unless there is a business necessity.Executive Officers may accept room upgrades to suites or executive or club floor rooms, if the upgrade does not result in additional cost to (“Company Name”).Executive Officers may retain frequent user program benefits. Membership fees associated with joining these programs are not reimbursable expenses. However, participation in these programs must not influence hotel selection if it would result in incremental additional cost to (“Company Name”).All travelers are responsible for canceling hotel reservations. When making reservations, be sure to consider the hotel’s cancellation policy. Executive Officers may not be reimbursed for “no show” charges when reservations are cancelled for travel plan changes other than those driven by circumstances beyond their control, by Company business, or other extraordinary circumstances. To ensure that a reservation has been properly cancelled, all Executive Officers should request and record the cancellation number in case of billing disputes.Meals and Entertainment. Generally, (“Company Name”) will reimburse expenses for meals and entertainment, whether or not such expenses are incurred during travel, so long as the primary purpose is business-related, the expenses precede, include, follow or involve a business discussion and a business benefit is derived or expected to be derived therefrom. Permissible expenses include entertainment expenses such as sporting, theater or cultural event tickets, movies, and museum entrance fees not in excess of $5,000. Ticket/event upgrades are not reimbursable. For example, if (“Company Name”) purchases standard entrance passes and the Executive Officer wishes to upgrade to a VIP entrance pass, the difference in cost between the two is not reimbursable. Entertainment events in excess of the limit should be reviewed with and/or approved by the Board and/or Compensation Committee, Chief Executive Officer, or Chief Financial Officer, as circumstances dictate.To request reimbursement for a meal or entertainment, whether while traveling out of town or otherwise, Executive Officers must indicate the other attendees and the business purpose on the expense report. Costs for meals in excess of $200 per Executive Officer in attendance at a meal must be approved (in writing) by the Chief Financial Officer, the Controller, or their designee.Executive Officers will be reimbursed for the cost of reasonable personal meals incurred when dining alone on an out-of-town business trip. Other personal meals will not be reimbursable.Executive Officers must abide by (“Company Name”)’s Code of Conduct and Ethics when entertaining third parties.Personal Expenses. Personal expenses are not reimbursable. If these expenses appear on any bill, they should be deducted (and preferably redacted) before submitting the expense report.Appropriate host and hostess gifts for hospitality to the Executive Officer extended by a third party (such as flowers or other gift for a dinner, or entertainment tickets for a stay as a houseguest) may be reimbursed provided (i) any such costs in excess of $500 are approved (in writing) in advance by the Chief Financial Officer, the Controller, or their designee; (ii) that Executive Officers giving any gifts to any non-employee are required to review their responsibilities and restrictions under (“Company Name”)’s Code of Conduct and anti-corruption or anti- bribery laws such as the Foreign Corrupt Practices Act and consult with (“Company Name”)’s General Counsel as appropriate.Cell Phones. In order to protect executive officers from incurring a tax liability for the personal use of Company equipment, Company-provided cell phones should be used primarily for business purposes. Incidental personal telephone and data is permissible, provided that it does not result in overage charges. Executive Officers should avoid the use of the hotel room phone because excessive charges are incurred.Executive Officers must adhere to all laws regarding the use of cell phone while driving automobiles.Spouse/Companion/Family Member Travel. Except in unusual circumstances when required by the business situation and approved (in writing) by the Board and/or Compensation Committee, the Chief Executive Officer, or Chief Financial Officer, as the circumstances may dictate, travel expenses for a spouse, companion, or family member are not reimbursable. This policy does not restrict or prohibit spouses/companions/family members from traveling with the Executive Officer at no expense to (“Company Name”).Currency Conversions. Reimbursements will be made in U.S. dollars. Expenses incurred in foreign currencies that are charged to a credit card will not be reimbursed until the credit card statement showing the amount charged in U.S. dollars is submitted. Any related currency conversion fee charged by the credit card company will also be reimbursable. Other expenses incurred in foreign currencies will be converted into U.S. dollars at an exchange rate reasonably selected by (“Company Name”) and reimbursed in U.S. dollars.Annual Fees. Annual fees charged by credit card companies will not be reimbursable except with respect to credit cards issued by (“Company Name”) to the Executive Officers.Charitable Giving. Charitable giving by Executive Officers on behalf of (“Company Name”) to qualified charitable organizations is permitted. Donations over $5,000 in the aggregate in any fiscal year must be pre-approved by the Chief Executive Officer or Chief Financial Officer, as the circumstances may dictate.Expense Reports. Expense reports should be submitted promptly, on the form provided by (“Company Name”). If you are traveling for an extended period of time, weekly reports should be submitted. Delinquency fees or interest charges imposed by a charge card or credit card company resulting from late submission of expense reports will not be reimbursed.(“Company Name”) and the IRS both require detailed reporting of expenses. Expense reports should be completed fully and carefully; your physical or electronic signature on the expense report is your verification that the charges are reasonable, necessary, accurate, complete, and in compliance with this policy.All expense reports are subject to internal review and audit.The following original receipts or bills must be attached to your expense report as supporting documentation (credit card statements are not acceptable).Lodging:Itemized hotel billMeals:Original restaurant receipt or credit card slipTravel:Last copy of ticket, itinerary, or the travel service’s bill with sufficient information as to flight or train, destinations, class of service, etc.Rental Car:Itemized rental car billTaxi Cab/Car Service:Original receipt/ Uber account statement or receiptExpense reports must be submitted to and approved by the Chief Financial Officer or his or her designee in accordance with Company policy. Significant non-compliance with this policy will be reported to the Executive Officer and, if not promptly resolved, may be reported to the Board and/or Compensation Committee.Section 409A of the Internal Revenue Code. Notwithstanding anything herein to the contrary, all expenses or other reimbursements paid pursuant to this policy that are taxable income to an employee or other personnel shall in no event be paid later than the end of the calendar year next following the calendar year in which the employee or other personnel incurs such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Internal Revenue Code, and the regulations and rules thereunder, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) such payments shall be made on or before the last day of the taxable year of the employee or other personnel, as applicable, following the taxable year in which the expense was incurred. ................
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