WELCOME TO TIMEWISE FOOD STORES

Congratulations and welcome to Timewise Food Stores. Timewise Food Stores is owned and operated by Landmark Industries. You have joined a company that takes pride in its employees. We are glad to have you on our team. Our commitment to customer satisfaction and quality service is realized through the efforts of hardworking, dedicated employees. Our goal is to provide our customers with a pleasant shopping experience in clean, comfortable stores. We expect you will be an active participant in that process and that you will contribute significantly to the Landmark/Timewise family. Enthusiastic, courteous, friendly employees are the key to our success. You are a very important part of our business. As we prosper and grow together, we will support you in your Timewise Food Stores career with benefits, training and opportunities. Once again, welcome to Timewise Food Stores. Kent Brotherton Robert Duff Marshall Dujka Steve Dujka

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PURPOSE OF EMPLOYEE HANDBOOK

This handbook is intended for use by employees of Timewise Food Stores (“Timewise”.) It provides information on many of the company’s benefits, policies and procedures and is to be used as a helpful guide. Due to limited space, all company benefits, policies and procedures are not included or fully covered. The primary sources of information about existing policies, procedures and benefits are the Timewise Policy and Procedures Manual and the Safety Manual. Each store has copies of these manuals, and you are expected to read them during your training program. If you have any questions, please do not hesitate to contact your supervisor.

Timewise may add new policies and procedures and modify or delete existing ones at any time. You will be notified if a change affects you. It is your responsibility to follow any changes in policy or procedure. Changes to policy may only be made at the corporate level. Neither an oral promise or statement made by a supervisor may be considered a change in policy nor will it be looked upon as an agreement with an employee. All corporate policies or employee directives must be in writing. If any part of this handbook is found to be unenforceable and invalid, the rest of our policies and procedures in the manual will remain valid and in effect. To help you get to know us, it is important that you read this handbook carefully. It will explain how we do things, what you can expect from us and what we expect from you. The information in this handbook is not a promise or contract between Timewise and you, and does not change your status as an at-will employee. At-will employment is explained later in this handbook. Employment with Timewise Food Stores is based on mutual consent. Both you and Timewise have the right to end your employment at will, with or without cause, at any time. If you have any questions after reading the handbook, please immediately contact your supervisor for clarification.

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TABLE OF CONTENTS

WELCOME TO TIMEWISE FOOD STORES ……………………………………………………………….1 PURPOSE OF EMPLOYEE HANDBOOK ……......….………….……….………………………………………....2 ABOUT LANDMARK INDUSTRIES ……...…………………………………………………………………..5 COMPANY STRUCTURE ...………….………...……..…………………………………………………………………5 OUR PLEDGE TO YOU .……………….…………..………………………………………………………………….6 CULTURE AND VALUES ….……….……………….…………………………………………………………………..6 EXPECTATIONS OF YOU ……...…..…..…..……...…………………………………………………………………..6 EMPLOYMENT AND HIRING PRACTICES…………………………………………….……………………………7

Equal Employment Opportunity ………………….………………………………………………………7 Business Ethics ……………………………………….………………………………………………………7 Sexual or Other Unlawful Harassment ………………….………………………………………………………7 Anti-Retaliation ……………………………………….………………………………………………………8 At-Will Employment …………………………….………………………………………………………8 Americans With Disabilities Act ………………….………………………………………………………8 Lactation Breaks …………………………….………………………………………………………8 Employee Information Changes …………………………….……………………………………………8 Hiring of Relatives and Relationships between Employees ……………………….……………………………9 Rehires …………………………………………………………………………………………….……………9 Termination of Employment ……………………………………………………………….……………………9 Transfers ……………………………………………….………………………………………………9 Full-time/Part-time Status ……………………………….……………………………………………………9 Outside Employment …………………….………………………………………………………………9

COMMUNICATIONS ……………………………………………………………………………………………...10

Open Door Policy ……………………………………………………………………………………………...10

JOB PERFORMANCE ……………………………………………………………………………………………...11 Job Functions and Classifications ………………………………………………………………………...11 Employee Training ……………………………………………………………………………………………...12 TABC Certification ……………………………………………………………………………………………...12 Food Handling Certification …………………………………………………………………………………...13 Performance Review ……………..………………..…………………………………………………...13 Progressive Discipline and Standards of Conduct …………………………..………………………………….13 Promotion From Within ………...………………….……………………………………………………...14

PAYROLL PRACTICES ……………………………………………………………………………………………...14 Work Schedules ...……………….………………………………………………………………………………14 Attendance and Absenteeism …………...……………...……………………………………………………….14 Accurate Reporting of Time …………..……………………………………………………………………….14 Break Policy ……………………………………………………………………………………………...14 Work Hours ….………………………………….……………………………………………………….15 Overtime ………………………………………………….……………………………………………………..15 Paydays …...……………………………………………..……………………………………………………...15 Paycheck Deductions ..………………………………………..………………………………………...15 Personal Check Cashing/Use Policy …………….………...………………………………………...………15

WORKPLACE PRACTICE …………………………………………………………………………………...15

Parking ………………………………………………….. ……………………..……………………………..15 Smoking Policy ………………………..…………………………….………………………………………15 Visitors and Telephone Calls ……………...…………………………...……………………………………….16 Cell Phones ……………………………………………………………………………………………...16 Telephone Courtesy ……….…………………………………...……………………...………………16 Personal Appearance ……..……………………………………...……………………...……………...16 Pants/Slacks ………………...…………….……..……………………………………………………….16 Footwear …..….………………………………………………………………………………………16 Caps and Hats …….……...…...…………………..………………………………………………………..16 Jewelry Standards ………..…...……………………..…………………………………………………………17 Tattoos …………….…………………………………………………...……………………...………………17 Uniforms ……………….……...……………………..………………………………………………………….17 Firearms and Weapons …….………………...………………………………………………………...…17

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Emergency Situations and Closings…………………...……………………………………………………….. 17 Social Media ……………………………………………………………………………………………...18 Release of Information …………………….………...………………………………………………………….18 Media ………….……………………………………………………...……………………...………………18 Confidentiality ……………………………………………………….………………………………….18 Solicitation and Distribution ……..………………...…………………………………………………………..19 Substance Abuse: Alcohol and Drugs ……… ………………………………………………………….…19,20 Consumption of Merchandise …………………………….…………………………………………..20 Backdoors ...………….…………….…………….…………………………………………………… 21 Personal Property …….………………………………...……………………………………………………...21 Company Property ………...……………………………..……………………………………………………..21 Customer Satisfaction …...………………………………...…………………………………………… 21 Customer Complaints …...…....…….………………………..………………………………………….21 Sale of Alcoholic Beverages ……………………………………...……………………………………………22 Sale of Tobacco Products …..……………………….…...…….....…………………………………………23 Lotto/Lottery Sales …………………….……………..……………...………………..…………….. 23 Cash and Merchandise Handling ...………….…………….……………...…………………………….. 23 Credit Cards ………………...….………...….…………...……………...……………………………… 23 Inventory Control …….………………………………………………………………………………………..23 Loss Prevention ……….…………………………………….……………………………………….............24 Employee Theft ………...…………………………………………………………………………………... 24 Customer Theft ……….……..…………..…………………...……………………………………………...24 Carelessness and Failure to Follow Company Policies and Procedures …...…………………….. 24,25

Statement of Honesty and Integrity ……….……………..……………………………………………...25,26 BENEFITS ..……………………………………………………………………………………………………….27

Limited Medical Group Health .Plan ……...………………………………..………………………………..27 Flexible Spending Account …...….……..….…………………………………………………………………27 401 (k) ……….…………………………...………………………..………………………………………… 27 Paid Time Off …....……………...………………………........………………………………………...27,28 Holidays ………..………..…………...…………………………..……………………………………………..28 Bereavement Pay …………..……...…………………………………………………………………………..28 Jury Duty ..…………..……………...…………………..……………………………………………. 28 Voting …...…………….……..………………………………..…………………………………………….. 28 Family and Medical Leave Act …..………………….…………………………………………………29 Additional Military Leave ………..….………………………………………………………………………29 Personal Leave ………………..…..…………...…………….…………………………………………….. 29 Workers Compensation …………………………………….……………………………………………..30

SAFETY AND SECURITY ….…………………………………………………………………………………………..31

Safety and Health Policy Statement ..………………………………………………………………………………..31 On the Job Injuries ……………………………………………………………………………………………...32 Timewise Safety Manual ....……………………………………...…………………………………………32 No Heroes Policy ……...…….………………………………….……………………………………………..32 Loitering ……………..…….……………………………………………………………………………………32 Clean and Safe Floors ..….………………………………………………………………………………32 Damage to Store …..………….………………………………………………………………………………33 Incident Camera ……..……..…………………………………………………………..…………………….33 Robbery Prevention …..……………………………………….………………………………………………...33 If a Robbery Occurs .…….……………………………………...…………………………..…………...………34 After a Robbery ……..……...…..…..…………………………………..……………………………………………… 34 If Management is Not Available. …..…………………………….………………………...…………………….34 Emergency Fuel Shut Off …….…………………………………………………………………………......34 Outside Hazards …..………………………………………….………………………………………………34

A GENERAL SAFETY STATEMENT ………………………..……………………………………………….34 A FINAL COMMENT ….……………………………….…………………………………………………………………….34 EMPLOYEE HANDBOOK RECEIPT AND ACKNOWLEDGMENT .....……………………………………..35

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ABOUT LANDMARK INDUSTRIES

Landmark Industries owns and operates Timewise Food Stores (dba Timewise Food Stores, hereinafter referred to as “Timewise” or “Company”.) These convenience stores are located in Houston, San Antonio, Austin and Laredo under all of the major fuel brands. Many locations include full service delis and restaurants such as McDonalds. Landmark Industries’ corporate office is located in Houston, Texas. As a gasoline wholesaler, Landmark Industries sells Shell, Valero, Exxon, Chevron, Mobil, and Texaco branded gasoline to many independent operators. We are an industry-recognized leader in convenience store design and construction. We provide consulting services as well as new store construction for others.

COMPANY STRUCTURE

Chief Executive Officer

Each owner of Landmark Industries oversees the operation of a department within the organization. This hands-on management of the day to day business has fostered a feeling of community throughout the company and reflects a commitment to its business partners, vendors and customers. All owners embrace a team approach to the duties normally assigned to the Chief Executive Officer. Together they are responsible for developing company strategy, including strategic and operational plans, providing overall direction for all functional areas, setting company policy and assuring adherence to management philosophy.

Landmark Industries Management Team

The Landmark Industries Management Team is comprised of five positions:

• Accounting Manager/Assistant Comptroller • Human Resource Manager • Maintenance Manager • Operations Manager • Real Estate Development Manager

These five individuals are responsible for all activities of their assigned departments as well as executing the directives from each of their respective Owners/Directors. The management team works collectively to administer operations consistent with corporate policy and to assure adherence to company philosophy.

Operations Manager

The day-to-day operation of all company-managed stores is directed by the Operations Manager. The District Managers report to the Operations Manager. The Territory Managers, who are responsible for up to 10 locations each, report to the District Managers. Store Managers are responsible for the successful operation of their store and the immediate supervision of store employees. Store Managers report to the Territory Managers. Corporate employees provide support for our stores in accounting, auditing, management, information systems, marketing, merchandising, training and loss prevention, as well as other departments dedicated to making Timewise successful. Everyone on our management team strives to make our stores the best in the business. The success of Landmark Industries and Timewise Food Stores is built around store employees who care and have pride in themselves and their work. Timewise employees are the most important point of contact with our customers. As a member of the Timewise team, you are expected to share your talents, energy and positive attitude to help us as we grow. In return, we will give you training and the opportunity for advancement.

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OUR PLEDGE TO YOU

1. To treat every employee fairly and without discrimination as to race, color, national origin, religion, gender, age, disability, pregnancy, genetic information, veteran status or any other protected class in accordance with all applicable federal, state and local laws governing non-discrimination in employment in every company location.

2. To give employees the opportunity to train and learn job skills, to appraise their job performance in a fair, concise and timely manner, to let them know where they have succeeded and where they must improve, and to administer discipline when warranted.

3. To promote from within the Company, whenever qualified persons are available, and to award excellence with advancement.

4. To provide a clean, safe workplace. 5. To comply with all applicable federal, state and local laws affecting employees.

CULTURE AND VALUES

Landmark and Timewise have certain beliefs and values that create a culture that touches every part of our business. As a member of our team, you need to act in a manner that represents our culture. In doing so, you help build trust and respect between you and your co-workers, our suppliers and the communities we serve. Our values determine our actions and decisions as we work together with others. The following points are values of Landmark Industries and Timewise Food Stores. LEADERSHIP - We want to be a leader in everything we set out to do. We want our team members to feel the same desire. The use of imagination and ingenuity to solve problems or find better ways to do our job is always encouraged and appreciated. We are not afraid of change, as it often keeps us fresh and on our toes! INTEGRITY – “Doing the Right Thing” is integrity, and it should always be the basis for our choices and actions. We should support each other, our vendors and our customers, treating their needs and requests with respect and a sense of urgency. HAVE FUN - To be successful, you must enjoy what you are doing and do what you enjoy. Enthusiasm and a positive attitude are contagious. MAKE A PROFIT - We must never lose sight of the fact that Landmark and Timewise’s growth and ability to make a profit are key measurements of our success.

EXPECTATIONS OF YOU

You represent Landmark and Timewise to the public. To be a successful representative of the Company, there are certain expectations you must fulfill which include the following: ACCOUNTABILITY - Accept responsibility for everything you do and for which you are accountable. DEPENDABILITY - Your fellow employees depend on you to work your assigned hours and to show up on time. When you are absent or late, someone else must do your job. Employees depend on one another to make the store team successful. FLEXIBILITY - Landmark and Timewise are rapidly changing and growing. We need you to be flexible with changes in your schedule or workplace. It is imperative that you be able to adapt to change as the company’s needs change. HONESTY - Working with limited supervision may be a new experience for you. Make sure that everything you consume is paid for and that all merchandise and cash is accounted for. Your honesty in managing the store’s assets is a key element to your success and the success of your store. We will do our best to help you learn all the skills you will need to perform your job.

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EMPLOYMENT and HIRING PRACTICES

EQUAL EMPLOYMENT OPPORTUNITY – The Company provides equal employment opportunities (EEO) to all employees and applicants for employment without regard to race, color, religion, gender, national origin, age, disability, pregnancy, genetic information, veteran status or any other protected class, in accordance with all applicable federal, state and local laws governing non-discrimination in employment in every company location. This policy applies to all terms and conditions of employment, including, but not limited to, hiring, placement, promotion, termination, layoff, recall, transfers, leaves of absence, compensation, and training. The success of our organization requires that we attract and develop all available talent to the fullest possible extent. Every member of management has the responsibility of assuring an equal employment opportunity for everyone, regardless of position, and we ask all employees to support this policy. The Company expressly prohibits any form of unlawful employee harassment based on any protected class, as described above. Improper interference with the ability of our employees to perform their expected job duties is absolutely not tolerated. BUSINESS ETHICS - Timewise is committed to maintaining a high standard of business ethics. Business ethics means that all of the company’s business dealings are conducted with honesty, integrity and fairness to our customers and vendors. As an employee, it is your obligation to safeguard the company’s reputation as an ethical retailer. Business ethics include: ∗ Charging all customers correctly; ∗ Treating customers courteously; ∗ Maintaining a positive environment within the community; ∗ Following the highest ethical and legal standards while operating the business; ∗ Keeping accurate company records using accepted accounting principles, and practices

and other internal controls; ∗ Asking that all employees avoid activities and situations that may create, or even

appear to create, conflict with the interests of the company; ∗ Accepting gifts from customers, vendors, or suppliers is discouraged. Accepting gifts

must never put employees in a compromising or embarrassing position; ∗ Protecting the confidentiality of Timewise, employees, customers, and vendors.

Failure to uphold Timewise business ethics may be grounds for disciplinary action, up to and including termination.

By practicing Timewise business ethics on a daily basis, you help ensure our reputation for fairness and honesty to our customers and the communities we serve.

SEXUAL OR OTHER UNLAWFUL HARASSMENT – Our Company, consistent with its commitment to Equal Employment Opportunity Laws, will not tolerate nor condone in any manner the harassment of any employee. The objective of this policy is to provide a work environment that fosters mutual respect and working relationships free of harassment. The Company specifically prohibits any form of harassment by or toward employees, vendors, contractors or customers.

For purposes of this policy, sexual harassment is defined as unwelcome sexual advances, requests for sexual favors, other verbal or physical conduct of a sexual nature (including jokes), and displaying sexually explicit photographs or objects; and harassment is defined as any inappropriate conduct, which has the purpose or effect of:

• Creating and intimidating, hostile, or offensive work environment; • Unreasonably interfering with an individual’s work performance; or • Affecting an individual’s employment opportunity

Forms of harassment include, but are not limited to, unwelcome verbal or physical advances and sexually, racially, or otherwise derogatory or discriminatory materials, statements, or remarks. It is the company policy that any employee possessing knowledge of harassment to or by an employee(s) of the company shall immediately report this information to your supervisor. If the supervisor is unavailable or you believe it would be inappropriate to contact that person, you should immediately contact the Human Resources Department or a member of Senior Management. Failure to report harassment will result in disciplinary action up to and including the immediate termination of the employee.

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All allegations of harassment will be promptly and thoroughly investigated in a timely and confidential manner. Any employee found to be engaging in sexual or other unlawful harassment will be subject to disciplinary action, up to and including termination of employment. ANTI-RETALIATION - The Company also absolutely prohibits retaliation, which includes: threatening an individual or taking any adverse action against an individual for (1) reporting a possible violation of this policy, or (2) participating in an investigation conducted under this policy. Our supervisors and managers are covered by this policy and are prohibited from engaging in any form of harassing, discriminatory, or retaliatory conduct. No supervisor or other member of management has the authority to suggest to any applicant or employee that employment or advancement will be affected by the individual tolerating (or refusing to tolerate) conduct or communication that might violate this policy. Such conduct is a direct violation of this policy. Any employee who experiences or observes retaliation should report it using the steps listed in this policy.

AT-WILL EMPLOYMENT – The Company is an at-will employer. This means that regardless of any provision in this Handbook, either you or the Company may terminate the employment relationship at any time, for any reason, with or without cause or notice. No employee will be assigned to a permanent position with any store and each employee can be reassigned at any time at the sole discretion of the company. Timewise will have total flexibility to increase or decrease the work force to accommodate business conditions. Employees are not guaranteed specific hours of the day they may work nor the number of hours of work within a week. Employment with Timewise is based on mutual agreement and each party has the right to end employment at-will, with or without cause, at any time. No manager, supervisor or employee has any authority to enter into an agreement for employment for any specified period of time or to make any agreement for employment other than at-will.

AMERICANS WITH DISABILITIES ACT – Our Company is committed to providing equal employment opportunities to qualified individuals with disabilities. This may include providing reasonable accommodation where appropriate in order for an otherwise qualified individual to perform the essential functions of the job. It is your responsibility to notify your supervisor of the need for accommodation. Upon doing so, your supervisor may ask you for your input or the type of accommodation you believe may be necessary or the functions limitations caused by your disability. Also, when appropriate, the company may need your permission to obtain additional information from your physician or other medical or rehabilitation professionals. The company will not seek genetic information in connection with requests for accommodation. All medical information received by the company in connection with a request for accommodation will be treated as confidential. LACTATION BREAKS - The Company will provide a reasonable amount of break time to accommodate a female employee's need to express breast milk for the employee's infant child up to one year of age; unless additional time is required by law. The break time should, if possible, be taken concurrently with other break periods already provided. Non-exempt employees should clock out for any time taken that does not run concurrently with normally scheduled rest periods, and such time generally will be unpaid in accordance with the law. The company will also make a reasonable effort to provide the employee with the use of a room or other location in close proximity to the employee's work area, for the employee to express milk in private. Employees should notify their supervisor to request time to express breast milk under this policy. No provision of this policy applies or is enforced if it conflicts with or is superseded by any requirement or prohibition contained in a state or local law, or regulation. Anyone with knowledge of such a conflict or potential conflict should contact Human Resources.

EMPLOYEE INFORMATION CHANGES - It is extremely important that we keep all of our employee records current. Please inform your manager of any changes that need to be made to any of the following personal information: name, home address, contact phone number, marital status, status affecting your right to work in the United States, emergency contact name and contact information, number of dependents, military status, or beneficiary designee. It is your responsibility to make sure that Human Resources has the most current and reliable information concerning you.

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HIRING OF RELATIVES AND RELATIONSHIPS BETWEEN EMPLOYEES - Our Company goal is to hire the best person for the job and that may be the relative of an employee. If you and members of your immediate family (any person related by blood or marriage) are working for Timewise, you may not supervise one another, nor may you both work in a situation where one of you can affect the employment status of the other.

Employees who are related to each other may not work for the same manager or in the same location. The Operations Manager must approve exceptions due to business needs. Anticipating these types of situations prevents conflicts and problems in areas such as favoritism, employee morale, etc.

Employees must keep their business relationships with co-workers professional so that their ability to do their work will not be compromised. Timewise strongly discourages close personal relationships between employees. If you have, or develop, a familial or intimate personal relationship with another employee who has immediate or higher supervisory authority over you, or whom you have immediate or higher supervisory authority over, you must immediately bring your relationship to the attention of the Human Resource Department. Failure to follow this policy may result in disciplinary action up to and including termination of employment. REHIRES - Some previous employees may be rehired. It is required that all previous employed applicants be approved for employment prior to beginning work. Approval will require verification of prior discharge, reason for discharge and authorization by Operations Manager. Rehires must go through the pre-employment process including criminal background check. TERMINATION OF EMPLOYMENT - Employees who want to resign are asked to give their manager a written, two-week notice of resignation. Your final paycheck will be paid in accordance with state and/or federal laws. The Company is required by law to deduct from your pay your federal withholding tax, social security tax and any amount for which the Company receives a writ of garnishment, which may include child support you owe. Your year-end tax statement (W-2) will be sent to your last known address. Please notify the HR Department of any changes to your address. TRANSFERS – Timewise allows employees to transfer between locations or territories when it benefits both the employee and the company. A transfer is a change from a position in one location to a position of equal value at another location. Transfers may be company or employee requested. Transfer procedures are as follows: ∗ If the company needs you to transfer, your manager or supervisor will talk with you. ∗ If you want to transfer, talk to your manager and supervisor. Staffing in your current area can be reason for denial of

your transfer. ∗ Transfers must be approved by the Operations Manager. ∗ The manager at the location you are leaving will complete all necessary paperwork. All paperwork approving the

transfer must be completed prior to the commencement of the transfer. No transfer will occur during an FMLA or disability leave.

∗ Any employee requesting a transfer must be in good standing.

FULL-TlME/PART-TIME STATUS - Timewise policy defines a full time employee as any individual who works an average of thirty (30) or more hours per week. For policies and benefits requiring full-time employee status, an employee’s weekly average will be computed based on hours worked during the previous 12-month period to determine eligibility.

OUTSIDE EMPLOYMENT - Employees are not permitted to work for any company that is a competitor of Timewise’s convenience stores. Any kind of involvement with a business similar to Timewise must have prior written approval by the Operations Manager. If an employee has other employment, he/she must notify the Company of the other employer, his/her duties with the other employer and the time of his/her employment. Violation of this policy could result in disciplinary action, up to and including termination. Other work that affects your job performance, conflicts with your regular working hours, interferes with your responsibilities at Timewise, or involves the use of the company’s resources is not permitted.

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COMMUNICATIONS At Timewise, we place a great deal of emphasis on open communication. We rely on your close relationship with your supervisor to help us accomplish this. In addition, we recognize the need to keep everyone informed about developments within the company, changes that may affect work requirements and expectations for the future. Our company wants us to stay in touch with each other. The following programs have been developed to help us meet our communication objectives: OPEN DOOR POLICY - We believe Timewise work conditions, benefits and wages are competitive with other employers in our market and industry. If you are ever unhappy about work conditions or pay, you are strongly encouraged to talk about these openly with your supervisor. We truly want our employees to be happy, and will try to solve any problems or answer any questions you may have. Timewise encourages open communication and believes that any issue that arises can best be resolved within the company. Open and direct communication between you and your management will build both trust and respect. To best address your concerns or comments you should meet with your immediate supervisor. In those instances where your supervisor is unable to satisfy your concerns or where the issue involves your supervisor, you should notify the person to whom your supervisor reports. Again, if you are dissatisfied with the outcome of this discussion, you may follow the communication chain as outlined:

1. Store Manager 2. Territory Manager 3. District Manager 4. Operations Manager or Human Resource Manager (depending on situation)

5. Safety Director -- Maintenance -- Food Service Director -- Marketing Director

Although Timewise encourages employees to follow the above communication chain, employees may also discuss issues relating to work conditions with the Human Resources Department at any time. It is recognized that not every problem can be resolved to everyone’s total satisfaction, but through understanding and open discussion, you and your manager can develop trust and confidence in each other.

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JOB PERFORMANCE

JOB FUNCTIONS AND CLASSIFICATIONS

The position of “Store Employee” including Stocker, Sales Associate, Food Service, Maintenance, Assistant Manager and Manager, is a combination of four essential employment functions. They are the cashier, stocking, cleaning, and security functions. The nature of the convenience store business with its limited store-staffing dictates that all employees are flexible in the shifts that they work. In that the evening and midnight shifts may be single person coverage shifts, it is essential that all employees on a store’s staff be able to singly perform all four functions if called upon in the course of scheduling. When performing the duties of this job, the employee is regularly required to stand and walk for the majority of each shift and to remain alert at all times. You must learn to make good, efficient use of your time in between sales and helping customers. THE SALES ASSOCIATE FUNCTION: The Sales Associate function requires that the employee be able to: 1. Read, write, speak, comprehend and communicate English in the course of providing service, handling problems, or

explaining policy. 2. To hear and comprehend what’s being said in the course of providing service, handling problems or explaining

policy. 3. Reach to as high as overhead, to as low as ground level. 4. Stand and step at a checkout counter containing manual and electronic equipment used in conducting sales

transactions. Store Employees will constantly be standing, bending and reaching. 5. Grasp objects such as writing pens, change, paper currency, multiple carbon set receipts, credit cards and items for

sale both behind the counter and while sacking items at the sales counter. 6. See a distance of at least 100 feet, the average distance from the checkout counter to the farthest gasoline island. 7. Understand and operate digital equipment, a cash register, and a gasoline console in the course of conducting

business. 8. Read, speak, and comprehend English when conducting business transactions. Some writing in English may also be

required for this position. 9. Count. You must demonstrate knowledge of basic math principles including but not limited to subtraction, addition,

fractions, and division. You must be able to balance a cash drawer and count the US Dollar currency. THE STOCKING FUNCTION: The stocking function requires that the employee be able to stand, step, bend, lift, pull, reach, and grasp in the process of stocking and or merchandising items for sale in the store. These items may vary in weight from one ounce to forty pounds and from negligible size to boxes up to 30 inches in length, width, and height. At some locations you will be asked to bag ice in 10 lb. bags. From time to time you will be stocking the coolers which are maintained at an average of 38°F. THE CLEANING FUNCTION: The cleaning function requires that the employee be able to: 1. Grasp objects such as a broom, mop, mop bucket handle, toilet brush, dustpan, piece of trash, beverage bottle or can,

and water faucet handle. 2. Squeeze (or pour) from a spray trigger container for purposes of dispensing window cleaner or all-purpose cleaner. 3. Wipe with a paper towel or sponge the windows, gondolas, or counters at heights ranging from overhead to floor

level. 4. Bend or stoop in order to reach objects on the ground or at ground level. 5. See distances of approximately six feet in order to effectively perform general cleaning and dusting function. 6. Move in a sweeping fashion a broom or mop in an effective manner to accomplish the moving or removing of dirt. THE SECURITY FUNCTION: The security function requires that the employee be able to: 1. Read, write, speak, comprehend and communicate English in the event of a need to call for help or assistance. 2. See distances up to 100 feet in order to exercise diligent care of store property. 3. Operate a digital phone for purposes of calling for appropriate assistance in the event of an emergency. 4. Grasp a telephone receiver in the event of a need to call for help or assistance.

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Additional job functions include but are not limited to the following: ∗ Being courteous and professional to customers. ∗ Reminding customers of specials and plus selling. ∗ Immediately ringing all sales on the cash register. ∗ Safeguarding store cash and merchandise. ∗ Being courteous and professional with fellow employees. ∗ Being aware of customer activities inside and outside the store. ∗ Respecting supervisors and following their work directives. ∗ Ensuring customer, vendor and employee safety. ∗ Controlling inventory. ∗ Completing daily paperwork. ∗ Following Timewise policies and procedures. YOU MUST BE ABLE TO READ, WRITE, COMPREHEND AND SPEAK ENGLISH TO PERFORM MANY OF THE CONVENIENCE STORE FUNCTIONS. Timewise remains committed to the expression of its diversity efforts, which include the use of languages other than English, but realizes that specific business operational requirements necessitate that communication be clear, concise and distinct. Thus, in meeting these operational requirements, the use of English will be required. YOU MUST ACKNOWLEDGE THAT YOU CAN PERFORM THE FUNCTIONS AS STATED ABOVE DURING YOUR INITIAL APPLICATION PROCESS. YOU UNDERSTAND THAT IN THE EVENT YOU ARE UNABLE TO PERFORM ANY OF THESE FUNCTIONS, YOU MAY CONTACT YOUR SUPERVISOR TO FURTHER DISCUSS YOUR EMPLOYMENT OPPORTUNITIES. COMPLIANCE WITH TITLE II OF THE AMERICANS WITH DISABILITIES ACT In order to meet the spirit and intent of Title II of the Americans with Disabilities Act, it is necessary that store employees be able to perform general shopping accommodation functions for our disabled patrons whenever possible. These functions could cover a wide range of disabilities, but would generally involve the walking, grasping, seeing, reaching, carrying, and pulling functions.

JOB CLASSIFICATIONS

SALES ASSOCIATE - Entry level position for most hourly employees. MAINTENENCE - Entry level non-cashier position with the main function of performance inside and outside of the building. ASSISISTANT MANAGER - Promotion to Assistant Manager is based on ability and proven performance. Assistant Managers must be able to work evening shifts and Manager’s day off. CERTIFIED ASSISISTANT MANAGER – When an ASM is being considered for promotion to SM, they will enter a training program to become certified to prepare for the Store Manager role. STORE MANAGER - Promotion to Store Manager is a position that requires proven performance and leadership ability. TRAINER/STORE MANGER - The position of a Trainer/Store Manager has the same duties of a Store Manager, but have shown to have the ability to share their knowledge of the Timewise way to those wanting to learn.

EMPLOYEE TRAINING – All Timewise employees will receive detailed and thorough training in order to better perform their job duties and to be successful. The employee training consists of computer based course and on the job training in the store location. The Territory Manager and/or Training Department may verify with employees their complete understanding of any or all items covered in training. TABC CERTIFICATION - All Timewise store employees must obtain and maintain current certification from the Texas Alcoholic Beverage Commission. Certification is mandatory and is to be completed before the first day of employment. Timewise will provide you information for the preferred computer training course, or you may attend or

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access another TABC certified course at your own expense that can be verified with the TABC. Employees are paid for the time taking the class. Failure to receive TABC certification will result in suspension until such time that proof of certification is given to the Store Manager. FOOD HANDLING CERTIFICATIONS – Where required by local government, you must obtain and maintain a current certification in Food Handling. Where required your certification must be obtained within 60 days of your hire date. Timewise will provide you information for the preferred computer training course, or you may be asked to attend class room training. Employees are paid for the time for taking the class (online or class room). PERFORMANCE REVIEW - You will have employee evaluations during which you and your manager can discuss your work performance, job satisfaction and any areas needing improvement. We believe these reviews give you feedback, coaching and clear expectations that will help you be successful. Your performance is evaluated on important factors such as Customer Relations, Cash Handling and Control, Productivity, Quality of Work and Work Habits. You will be provided a copy of your review at your evaluation that will tell you what we expect from you. The performance reviews will be conducted at scheduled intervals during the first year and annually thereafter (or at the convenience of the employee and supervisor) or until pay scale benchmarks are met.

THE EVALUATION PROCESS DOES NOT NECESSARILY ENTITLE AN EMPLOYEE TO A PAY INCREASE. EVALUATIONS ARE MANDATORY. PAY INCREASES ARE DISCRETIONARY AND ARE ADMINISTERED ACCORDING TO THE CURRENT SALARY ADMINISTRATIVE GUIDELINES. SOME EVALUATIONS WILL NOT OCCUR SIMULTANEOUSLY WITH PAY INCREASES.

PROGRESSIVE DISCIPLINE AND STANDARDS OF CONDUCT - The purpose of this policy is to outline what the Company expects from its employees in terms of appropriate behavior and work performance. Employees who violate the work rules are subject to disciplinary action, up to and including termination. Types of behavior and conduct that the Company considers inappropriate include, but are not limited to, the following: • Violating state, federal or local laws and regulations; • Failure to perform your job duties to the best of your ability and to the standards as set forth in the job description,

or as otherwise established • Insubordination and/or refusal to do assigned work • Violating company cell phone policy by using personal cell phone during working hours • Falsifying of Company documents and/or records, or documents required by law • Providing false information to the Company regarding job applications, injuries, accidents or incidents in the

workplace • Being under the influence of alcohol or drugs in violation of Company policy • Negligence, indifference or willful misconduct resulting in loss, damage, or destruction of Company property • Working in an unsafe or dangerous manner, violating security or safety rules, or failing to observe safety rules or the

Company safety practices; • Excessive absenteeism or tardiness • Soliciting gratuities from customers or vendors; • Altering time records, allowing another employee to alter your time record • Engaging in gambling, disorderly, or immoral conduct while on Company premises or business • Verbal or physical altercations, intimidating behavior, or threats of violence • Unauthorized use of Company equipment, supplies, funds, or time • Violating fiduciary duties owed to the Company, misappropriating or disclosing proprietary information/trade

secrets in violation of applicable law, or engaging in unfair competition under applicable law • Theft of Company food, property or funds To help employees improve their performance, a three-step process is typically followed:

1. First Counseling (verbal) 2. Second Counseling (written) 3. Final Action or Resolution

Should an employee’s performance or work habits become unsatisfactory based on violations of the above or for other reasons, the employee will be subject to disciplinary action, up to and including termination. The Company is not obligated to follow the above progressive discipline process. Depending on the nature and the severity of an employee’s offense or violation of Company policy or rule, the Company, in its sole and absolute discretion, may take whatever

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action it may deem appropriate under the circumstances, including immediate suspension or termination and/or bypassing one of the above steps.

Employee understands that if written counseling is required for any reason the employee is required to acknowledge and sign said counseling report; a signature is a representation of your acknowledgement of receipt of the counseling, the time and place of the counseling and the reason for the counseling. Failure to sign the counseling form may result in further disciplinary action up to and including termination of employment.

PROMOTION FROM WITHIN - Timewise believes in promoting from within and provides employees with the opportunity to advance as far as their skills and abilities will take them. Promotions are based upon proven ability, not seniority. Promotions occur at all levels within Timewise operations. Opportunities also exist in other support areas of the company. If you are interested in advancement opportunities please speak to your immediate supervisor. MAKE YOUR INTENTIONS KNOWN.

PAYROLL PRACTICES

WORK SCHEDULES - Your manager will inform you of the schedule you will be expected to work. This schedule will normally be posted on a weekly basis. Instances may occur where you will be expected to work different hours than originally scheduled. Should circumstances arise that make it difficult for you to continue working your scheduled hours, the company will make reasonable effort to be sensitive to your needs provided we are able to adequately staff our stores to maintain high levels of customer service.

ATTENDANCE AND ABSENTEEISM - You need to check the work schedule frequently. Your attendance is important for good customer service. You must arrive at work early enough to begin your shift at the scheduled time and complete your shift. If you are sick and cannot work a scheduled shift, you must call your manager at least 2 hours before your shift. This allows your manager time to get a replacement for you. You may be asked to provide a doctor’s statement for absence.

∗ It is extremely important that you report to work as scheduled. Being on time is mandatory.

∗ Frequent tardiness, leaving work early and/or absences may be grounds for disciplinary action, including termination. Under no circumstance are you allowed to physically leave your store location while you are still clocked in. It is up to the discretion of your manager as to whether your tardiness or absences are frequent or excessive enough to warrant disciplinary action and as to what disciplinary action should be taken.

∗ If you miss work without properly notifying your manager or leave work without permission, it will be understood that you have voluntarily resigned.

ACCURATE REPORTING OF TIME - Reporting of your work time is critical and must be accurate. Your manager will instruct you on the proper way to record your time. Clocking in and out is your responsibility, not that of your manager. If you do not clock in or out, tell your manager immediately so that a change can be made to reflect your actual time worked. However, be sure not to make this a habit, as repeated offenses will lead to disciplinary action or termination. Falsification of work time or clocking in for another employee will be grounds for immediate termination. Off the clock work is not allowed under any circumstance.

BREAKS – The provision of breaks is not mandated by either State or Federal labor laws. Timewise does, however, offer breaks when possible during a shift. Specifically two five minute breaks are provided during an eight hour shift. Only one five minute break may be taken during a four hour time period. Breaks may not be combined into one 10 minute break.

CUSTOMERS COME FIRST. BREAKS MAY ONLY BE TAKEN WITH YOUR SUPERVISOR’S APPROVAL. THE PROVISION OF BREAKS IS COMPLETELY AT THE DISCRETION OF YOUR SUPERVISOR DEPENDING UPON CUSTOMER VOLUME AND STORE ACTIVITY.

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WORK HOURS - Our business requires all employees to be flexible in order to meet the needs of our customers. Whenever possible, we will try to arrange work schedules convenient to both the employee and the Company. The following are guidelines regarding your work schedule:

∗ Customer service comes first in deciding what schedule will be assigned.

∗ Fixed work schedules are not guaranteed.

∗ Both you and your manager need to have a clear understanding of the dates and times you will be expected to work.

∗ You are responsible for checking the schedule to know the days and hours you are scheduled to work.

∗ You are responsible for making arrangements necessary to get to work on time.

∗ Requests for days off or special scheduling requests need to be given to the manager at least 2 weeks before the requested date(s).

OVERTIME - Sometimes we may need you to work overtime. All overtime must be pre-approved for non-exempt employees by the manager on duty. Our overtime pay is time and one-half an employee’s regular rate of pay for hours worked in excess of 40 hours in a workweek, and is paid to all non-exempt employees following federal and state wage and hour restrictions. Overtime pay is based on actual time worked. Personal time off or any leave of absence will not be counted as hours worked when calculating overtime. If you have any questions concerning overtime pay, contact Human Resources.

PAYDAYS - Our payroll week begins with hours worked on Thursday and ends at the close of the business day on Wednesday. Payroll is paid weekly, one week behind. Employees may choose direct deposit or payroll card in order to receive their pay.

∗ Payroll will generally be available on Friday mornings PAYCHECK DEDUCTIONS - The Company is required by law to make certain deductions from your paycheck each pay period. Such deductions typically include federal, state, and local taxes and Social Security (FICA) taxes. Depending on the state in which you are employed and the benefits you choose, there may be additional deductions. All deductions and the amount of the deductions are listed on your pay stub. These deductions are totaled each year for you on your Form W-2, Wage and Tax Statement.

CHECK CASHING/USE POLICY - Employees, as well as managers, are not allowed to cash checks for any reason using the cash register, petty cash or any other available cash on hand at any store. Employees may purchase merchandise and/or gas with cash, credit card or debit card only.

WORKPLACE PRACTICES

PARKING - If you drive to work, please park your car in the employee parking area. We have employee areas to free up parking spaces for our customers. Please check with your manager to learn where you are allowed to park.

SMOKING POLICY – Smoking of any kind is prohibited at any time by employees or customers inside our facilities. E-cigarettes are treated as cigarettes and subject to the same policies.

Designated smoking areas will be assigned to each location by your Territory Manager and Store Manager. Under no circumstance should you smoke near the entrance of your store or close to our customers’ transactions.

Designated smoking areas will be a minimum of 25 feet from entrances to locations and at least 50 feet from fuel dispensers.

Smoking is only allowed during designated break times. Breaks may be taken only with your supervisor’s approval, and should not be taken in conjunction with another employee’s break. See break policy for more details.

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VISITORS AND TELEPHONE CALLS - The telephone is for business and emergency use only. Personal use of the telephone is strictly prohibited. If your schedule changes while on duty, you may use the phone to arrange for transportation. Personal visits by friends or family members are not allowed. If a friend or family member comes in as a customer, treat them as a customer. Only on duty Timewise employees are allowed behind the counter, in backrooms, in coolers or any other areas designated as “Employees Only”. Vendors are allowed into some of these areas with permission of manager or accompanied by manager.

CELL PHONES - Only the District Managers, Territory Managers, and Store Managers are allowed to carry a cell phone into the stores. All other employees are to refrain from bringing a cell phone into the store. The store phone may be used for emergency only. Employees are also prohibited from the use of tablets, Bluetooth devices, MP3 players, IPod or another type of electronic devices. In addition, employees are not allowed to charge personal cellphones and/or any available electronic equipment in the POS area. That includes: the backup battery, USB ports, and all electrical outlets.

TELEPHONE COURTESY - Telephone courtesy is very important and represents part of our commitment to providing the best shopping experience available in the retail industry. The image of Timewise and the franchisers we represent is reflected by the manner in which we conduct our telephone transactions. Here are some tips for answering calls:

1. Answer all calls by the third ring. 2. Calls should be answered, “Thank you for calling Timewise. This is (your name), how may I help you?” 3. If you are working alone and are busy with customers, answer the phone and give the caller the option of holding or

receiving a call back. If they choose to hold, check back with them every 30-60 seconds. 4. If you are taking a business call when a customer comes to the register, acknowledge the customer’s presence and

quickly finish the call, politely interrupt the call or make arrangements to call back. Never allow a paying customer to wait on you.

5. While on the telephone, answer another incoming call on a second line only after explaining the interruption to the first party and placing that person on hold.

6. Always end a telephone conversation with “Thank you for calling Timewise”.

PERSONAL APPEARANCE - One of the first impressions our customers receive when they walk in the door is how you look. A professional look will inspire confidence in our business and in you.

Personal appearance should be free from distractions that may impair health or safety in the workplace.

Proper grooming includes: ∗ Hair - Hair should be neat, clean and professional. No extreme styles or unnatural color.

∗ Nails - Nails should be no longer than 1/4 inch from the finger and should be neatly trimmed, cleaned, manicured

and for safety reasons, free of colored nail polish or false nails.

∗ Beards and mustaches - Facial hair should be shaved daily unless employee is growing a beard or mustache; then mustaches and/or beard must be clean and neatly trimmed.

∗ Teeth - Teeth should be brushed daily. The use of mouthwash is encouraged.

∗ Body - Showers/baths should be taken daily and the use of a deodorant/antiperspirant is encouraged.

∗ Makeup - Light, natural-looking makeup allowed for female employees.

PANTS/SLACKS - Pants that are faded, torn, baggy, saggy or unhemmed are not allowed. Shorts, active wear and stretch pants are not allowed.

FOOTWEAR – Non-slip shoes must be worn. Shoes that are open-toed, open-heeled, platform or sandals are not permitted. Socks or stockings must be worn.

CAPS and HATS - Caps and hats are not allowed unless they are a part of a uniform.

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JEWELRY STANDARDS – The following jewelry policy has been designed to promote a professional appearance and minimize potential safety concerns posed by excessive jewelry.

∗ Rings - One ring per hand is acceptable.

∗ Neck chains - Any necklace or chain should be worn inside the uniform shirt and out of the customer’s view. Only one chain is acceptable.

∗ Earrings - Earrings must be worn in pairs. Only one pair is allowed; one earring per ear, less than one inch in length. Dangling earrings shorter than one inch are allowed. Stud earrings or posts no larger than one inch in diameter are acceptable. No other rings or studs are allowed on any part of the face or visible body. Tongue rings are discouraged.

∗ Bracelets - Bracelets are not permitted.

∗ Watches - One watch may be worn.

TATTOOS – Reasonable efforts should be made to cover tattoos. Visible tattoos should not be excessive or inappropriate in content, and should be consistent with maintaining a professional image. Tattoos that are deemed inappropriate by management must be covered. Human Resources may be contacted if special accommodations are needed in regards to personal appearance. UNIFORMS - Your uniform consists of a shirt and a name badge. The specific uniform style will depend on the location for which you are employed. Convenience store employees may be given a smock to wear until they receive their uniforms. Employees receive their first 3 shirts free from the company. Damaged, torn or worn uniforms will be replaced free of charge by the Company. Additional shirts can be purchased by the employee at any time. Please see your manager for more information. You are required to wear your complete uniform, including name badge, while on duty. All uniforms must be worn properly with shirts tucked in, and a belt worn when pants have belt loops. In colder weather, you are permitted to wear a second layer of clothing under your uniform shirt; you are not allowed to wear a jacket or sweater over the uniform shirt. It is the employees’ responsibility to make sure the uniform is clean and neat when reporting to work. If you report to work out of uniform you may be asked to leave and only return when properly attired, receive written counseling or be given additional consequences as your manager deems appropriate. FIREARMS AND WEAPONS - Timewise wishes to provide a safe workplace. Firearms, weapons, explosives or other dangerous materials (guns, knives, mace, blackjacks, etc.) are not allowed in any Timewise location or on any Timewise property. It is extremely important that you follow this policy. A license to carry the weapon on company property does not supersede the company policy, unless applicable law provides otherwise. Any employee in violation of this policy will be subject to disciplinary action, up to and including termination. Unless applicable law provides otherwise, this policy does not apply to firearms stored in the employee’s locked motor vehicle Timewise reserves the right at any time and at its discretion to search all containers, purses, lockers, desks, enclosures and persons entering its property, for the purpose of determining whether any weapon is being, or has been, brought onto its property or premises in violation of this policy. Employees who fail or refuse to promptly permit a search under this policy will be subject to discipline up to and including termination. EMERGENCY SITUATIONS AND CLOSINGS - At times, emergencies such as severe weather, natural disasters, fires, power failures, bomb threats, robberies or burglaries can interrupt business. These types of situations may call for the temporary closing of the location. Timewise has the sole discretion in determining if its stores will be closed in the event of inclement weather, power or other utility failure, fire, flood, earthquake, or some other emergency. Unless you are notified by management that your worksite will be closed, you are expected to show up for work at your regular scheduled time. If you have problems arriving to work at your regularly scheduled time in the event of an emergency situation, please contact your supervisor as soon as possible. In case of a power outage at night, customers should be asked to exit the building and the doors to the location are to be locked until the power is restored. Each location should have a flashlight conveniently located for such situations as well as the Power Company’s name and phone number.

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No location should ever be closed or left unattended unless a mandatory evacuation is conducted by emergency or law enforcement personnel. In these situations, the building should be made secure and management notified immediately. SOCIAL MEDIA – Our Company has in place policies that govern use of its own electronic communication systems, equipment, and resources which employees must follow. Inappropriate communications, even if made on your own time using your own resources, may be grounds for discipline up to and including immediate termination. We encourage you to use good judgment when communicating via blogs, online chat rooms, networking internet sites, social internet sites, and other electronic and non-electronic forums (collectively “social media”). The following is a general and non-exhaustive list of guidelines you should keep in mind: ∗ Make it clear that the views expressed in social media are yours alone. Do not purport to represent the views of the

company in any fashion.

∗ Do not disclose confidential or proprietary information regarding the company, your co-workers or the company's vendors and suppliers. Use of copyrighted or trademarked company information, trade secrets, or other sensitive information may subject you to legal action. If you have any doubt about whether it is proper to disclose information, please discuss it with your supervisor.

∗ Be respectful of the privacy and dignity of your co-workers. Do not use or post photos of co-workers without their express consent.

∗ Harassing or discriminatory comments, particularly if made on the basis of gender, race, color, religion, age, national origin, pregnancy, sexual orientation, or other protected characteristic, may be deemed inappropriate even if the company name is not mentioned. If social media communications in any way violate company policy, you may be subject to discipline up to and including immediate termination under various company policies.

∗ Ensure that engaging in social media does not interfere with your work commitments.

∗ Social media and similar communications have the potential to reflect on both you and the company. We hope that you will show respect for our employees, customers, affiliates and competitors.

∗ Nothing contained herein shall preclude an employee from engaging in conduct protected by Section 7 of the National Labor Relations Act.

RELEASE OF INFORMATION - There may be times when you are asked for information or to make a statement about another employee. UNDER NO CIRCUMSTANCE SHOULD EMPLOYEE GIVE OUT ANY PERSONAL INFORMATION ABOUT ANY FELLOW OR FORMER EMPLOYEE INCLUDING BUT NOT LIMITED TO WORK SCHEDULE, PHONE NUMBER, MEDICAL CONDITION OR RESIDENTIAL ADDRESS TO ANYONE. Timewise subscribes to both Federal and State privacy laws and will enforce them. A violation of individual privacy may result in immediate termination. MEDIA – All media inquiries regarding the company and its operations must be referred to a Timewise corporate representative. Only a Timewise corporate representative is authorized to make or approve public statements on behalf of the company. No employees, unless specifically designated by Timewise, are authorized to make statements on behalf of or as a representative of the company. Direct all media inquiries about the company to the corporate office or a company representative. CONFIDENTIALITY - During the normal performance of your job, you will be exposed to certain information that is considered by the company to be confidential and/or a trade secret and should not be disclosed. This information includes but is not limited to customer or employee telephone numbers, addresses, medical information or other personal data of employees, company advertising plans, sales information, financial records or productivity records. All employees are responsible for the protection and proper use of confidential material/information or trade secrets of the company in their custody, regardless of how this information is obtained. Employees, who misuse or disclose confidential or trade secret information of the company will be subject to discipline, up to and including termination. Further, employees who alter or misuse the company’s property, such as access devices (keys, passwords, etc.) or information systems, including computer-based systems, will be subject to disciplinary action that may include termination.

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SOLICITATION AND DISTRIBUTION - When we are at work, we are here to do business. Employees may not hand out any non-work-related literature or solicit money for non-work charities or activities at work at any time. Other people may not loiter, solicit or distribute materials on Timewise property for purposes other than Timewise business. This policy does not limit, and is not intended to limit, an employee's rights under Section 7 of the National Labor Relations Act. Please do not wear any badges, buttons, insignias or anything else attached to your uniform except for those items given to you by your manager for Timewise authorized promotions.

SUBSTANCE ABUSE: ALCOHOL AND DRUGS

It is the purpose of LANDMARK INDUSTRIES, dba TIMEWISE FOOD STORES to help provide a safe and drug-free work environment for our employees and our customers. With this goal in mind we are establishing the following policy for existing and future employees of the Company. Landmark Industries dba Timewise Food Stores (herein after referred to as the "Timewise” or “Company") is committed to providing a drug free environment. Not only can the use and/or abuse of drugs and alcohol jeopardize the health, safety and well-being of the individual user and other co-workers, but it also results in absenteeism and productivity concerns, higher health/disability premiums, and endangers the safety of the general public and invitees to our stores. Since our employees are our most valuable resources, and the safety of our employees and the public are important to us, we have developed and published this substance abuse policy to help us contribute to the solution of this very difficult health and social problem. Our policy is intended to accurately detect and deter the use and abuse of drugs and alcohol in our workplace, while respecting the dignity and privacy of all of our employees. Although this Company is not required to comply with the Drug Free Workplace Act of 1988, or the drug testing guidelines published by the U.S. Department of Health and Human Services and/or the U.S. Department of Transportation, our policy takes into account those requirements. The Company explicitly prohibits:

• The use, possession, solicitation for, or sale of narcotics or other illegal drugs, alcohol, or prescription medication without a prescription on Company premises or while in the course and scope of your employment.

• Being impaired or under the influence of legal or illegal drugs or alcohol on company premises or while in the course and scope of your employment.

• The presence of any detectable amount of prohibited substances in the employee's system while at work, or while in the course and scope of your employment. "Prohibited substances" include illegal drugs, alcohol, or prescription drugs not taken in accordance with a prescription given to the employee.

The Company will conduct drug testing under any of the following circumstances:

∗ RANDOM TESTING: Employees may be selected at random for drug testing at any interval determined by the Company.

∗ FOR CAUSE TESTING: The Company may ask an employee to submit to a drug test at any time it feels that the employee may be under the influence of drugs or alcohol, including, but not limited to, the following circumstances: evidence of drugs or alcohol on or about the employee's person or in the employee's vicinity, unusual conduct on the employee's part that suggests impairment or influence of drugs or alcohol, negative performance patterns, or excessive and unexplained absenteeism or tardiness.

∗ POST-ACCIDENT TESTING: Any employee involved in an on-the-job accident or injury will be required to submit to a drug test. "Involved in an on-the-job accident or injury" means not only the one who was injured, but also any employee who potentially contributed to the accident or injury event in any way.

If an employee is tested for drugs or alcohol outside of the employment context and the results indicate a violation of this policy, the employee may be subject to appropriate disciplinary action, up to and possibly including discharge from employment. In such a case, the employee will be given an opportunity to explain the circumstances prior to any final employment action becoming effective. Refusal to submit to drug or alcohol testing, or adulteration of a specimen for testing, shall subject the employee to termination, or in the case of an applicant, the elimination from consideration for the position for which the individual has applied.

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Any employee who is convicted of a crime involving the violation of any Federal or non-federal statute prohibiting the manufacture, sale, distribution, possession or use of any controlled substance in the work place must notify the Company within five (5) days after such conviction. Employees are also prohibited from bringing prescription drugs on Company property, unless they have been prescribed by a licensed physician. Such drugs can only be utilized by employees receiving such prescriptions in the manner, combination and quantity prescribed. In instances where any employee holds a position which this Company considers to be safety sensitive, we must be notified by the employee that the use of prescription drugs on the job will not impair the individual's working abilities by a suitable statement from the prescribing physician. Employees are also prohibited from using alcoholic beverages during working hours and/or being under the influence of alcohol while at work or on Company time. Nor may any employee use or possess alcohol on Company property in any unauthorized manner, or bring alcohol onto the Company's property for the purpose of such use. The elements of this Substance Abuse Policy are intended to achieve the overall goal of fostering a drug-free workplace and a healthy, safe environment for our employees. Although this policy has been carefully written to address all of the concerns in this sensitive area, the Company reserves the right to modify or amend it. Employees will be notified if any changes are made. The Company will not discriminate against any employee who is covered by the Americans with Disabilities Act. A copy of this Substance Abuse Policy will be provided to every person hired by the Company, to any person offered conditional employment, and upon request, to any job applicant. Its receipt and acknowledgment by each employee or conditional employee is required on the Company's Employee Agreement and Consent To Drug And /Or Alcohol Testing. An employee who has questions or concerns about this policy should contact the Human Resource Department. Timewise wants to provide you with a drug-free, healthy and safe workplace. Our employees need to come to work free from alcohol or illegal drugs in order to do their duties well. We are a team, and one member not able to do his or her part will affect the entire business. No employee may use, possess, distribute, sell or be under the influence of alcohol or illegal drugs while on Timewise property or while doing business for Timewise off the property. You may use legally prescribed drugs if they do not hurt your ability to do your job safely or effectively. If your performance or behavior is affected by prescription medication, you may be asked to leave work and not return until you are off the medication. We cannot pay you for this time off, unless you have available accrued time off (PTO). For your safety, please tell the manager if you are taking prescription medication that could affect your work. If you appear to be under the influence of illegal drugs or alcohol, you will not be allowed to work. You may be required to take a drug or alcohol test; failing this test could cause you to face disciplinary action or to lose your job.

CONSUMPTION OF MERCHANDISE - Timewise encourages employee purchases of merchandise. It is important that you fully understand the following policies regarding employee merchandise:

∗ Employees are allowed to purchase any merchandise for sale in our stores unless prohibited by law. ∗ Purchases are to be paid at the current retail price posted in the store price book. ∗ Employees are not exempt from paying sales tax. If an item purchased is a taxable item, sales tax is to be paid on the

merchandise. ∗ No merchandise for sale is free or discounted to employees. ∗ Employees that chose to bring and use their own personal cups will be charged for refills on coffee and fountain

beverages. Free refills are not allowed. ∗ Any merchandise removed from stock because of damage, discontinuation or spoilage is not available for

consumption or purchase by employees. ∗ If you are working with another employee, have him or her ring up your purchase. ∗ If you are working alone, make your purchase before your shift begins or ring your merchandise in clear view of the

camera and save your receipt. ∗ Employees are not allowed to purchase lottery or lotto or play/scratch lottery tickets while on duty. (Violators

will be terminated.) ∗ Employees may purchase merchandise or gas with cash, debit or credit cards. No personal check can be used or

cashed for any reason. Employee violation of this policy, regardless of the dollar value or type of merchandise consumed, will result in termination on the first offense.

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BACK DOORS/BACKROOM DOORS –KEEP THE BACK DOOR CLOSED AND LOCKED AT ALL TIMES. Only the manager in charge is allowed to open the back door. For your safety, the back door should never be left opened after dark or before daylight. This door must be closed and locked at all times. No employee, customer or visitor may use the back door when going out to a smoking area. Breaking any of these rules is serious and could cost you your job. Please be sure to follow our back door policy to keep yourself and the location safe and secure. PERSONAL PROPERTY - In an effort to reduce the risk of tempting a robbery or theft and to protect the safety of all employees and customers, employees should not bring or wear personal valuables to work. Timewise will not reimburse employees for any loss of personal cash, property or vehicles resulting from a store robbery, theft or vandalism. COMPANY PROPERTY OR EQUIPMENT - You are responsible for all of Timewise property, materials and written information given to you as you work with our Company. It is important that you are careful with any equipment you use on the job. We want you to be safe. You will need to follow all operating instructions and safety rules and keep our equipment in good working order as much of the equipment is expensive. If any equipment, machine or tool seems to be broken or damaged, please tell your manager right away so repairs can be made. No employee may remove or use company property or equipment for personal use. You must return all Timewise property if you no longer work for us. We may, where permitted by law, take out of your paycheck any costs for Timewise, property or monies you have not returned. We may also take further action if we feel it necessary to recover or protect our property. CUSTOMER SATISFACTION - Every customer should be treated as the most important asset to the success of our Company. Customers always have the option of shopping elsewhere. What makes them shop with Timewise and return to Timewise is the positive shopping experience offered each time they come in. The most important element of this shopping experience is you, the employee. How you establish a relationship with your customers is the essence of customer satisfaction. Proper interaction with customers must include:

∗ Friendliness: Greet each customer with a smile when they first enter the building. You must always acknowledge a

customer, even if you are busy at the moment.

∗ Personal Contact: Always make eye contact.

∗ Understanding and Empathy: Ask if you can be of any assistance. Show that you understand their shopping needs.

∗ Fairness and Courtesy: Be courteous, sincere, friendly and professional at all times and in every situation.

∗ End every customer transaction by saying, “Thank You”, while smiling and making eye contact.

CUSTOMER COMPLAINTS – When receiving a customer complaint let them know right away that you/we value their concern. You may not agree with the concern or complaint but be sure to empathize, let them know you understand how they feel. After obtaining a clear understanding of the concern, determine what could be done immediately to either solve the problem or get the concern addressed by management. We should let the person know that we appreciate the chance to correct the problem. Please follow these guidelines when handling any customer complaint: ∗ Keep a cheerful, positive attitude at all times. Never argue with a customer.

∗ Find out what the problem is and how the customer thinks we can correct it. Be very clear about the reason why you

are unable to do what the customer wants when the circumstances call for an explanation. ∗ Correct the problem immediately if you are able (for example, replace a poor quality product or a wrong product). ∗ Call your manager on duty to solve any problems beyond your authority.

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SALE OF ALCOHOLIC BEVERAGES - The sale of alcoholic beverages to minors (minimum age in Texas is 21) is absolutely forbidden by state law and Timewise policy. As responsible corporate citizens, it is our duty to prohibit the sale of alcohol to minors. If your position involves the sale of alcoholic beverages, you have the following responsibilities: 1. You must determine that a customer is of legal age to purchase alcoholic beverages. You must ask for proof of age.

Always check the I.D. Check the birth year for alterations. Compare the photo to the customer; there should be a reasonable match. Make sure physical characteristics such as eye color, height and weight on the I.D. match the customer.

2. Only accept a current, valid Driver’s License, or state I.D. issued by the Department of Public Safety. 3. Do not accept identification that appears to be altered or tampered with in any way. 4. Do not sell alcoholic beverages to an obviously intoxicated individual. 5. You cannot knowingly sell alcohol to an adult whose intent is to give or sell the alcoholic beverage to someone

under age. 6. State law prohibits the consumption of alcoholic beverages on the premises of your location. Do not allow them to

be opened or consumed on the property of your store. 7. Only sell alcoholic beverages during legal hours of sale:

Monday - Friday 7:00 am to 12:00 midnight Saturday 7:00 am to 1:00 am Sunday 12:00 noon to 12:00 midnight

8. If the customer cannot or will not provide proper proof of age and identification once you have asked for it or if for

any reason the identification is not satisfactory, DO NOT MAKE THE SALE. Remove the product from the counter and return the I.D.

9. Do not let the customer pressure you into a sale without proper proof of age.

10. If the customer argues with you when asked for identification, simply explain that it is company policy and the law.

Offer to let them speak to your store manager or supervisor as soon as possible.

11. Use the age verification equipment available at your store to verify age. Consequences of not complying with the laws and company policy:

Store - Fine and/or loss of license. Timewise - Possibility of store closure if license is lost. Employee - Fine, criminal charges & criminal record, jail, community service, suspension or termination. Employee may lose ability to obtain TABC licensing. Employee is not eligible for re-hire at any Timewise entity.

Please familiarize yourself with the following Timewise policy which is posted in every store:

TIMEWISE RESPONSIBLE ALCOHOL BEVERAGE SALES POLICY Timewise Food Stores is committed to the responsible service of alcoholic beverages in accordance to this policy; all employees are REQUIRED to follow the procedures listed below: 1. No employee will sell an alcoholic beverage to anyone under the age of 21.

2. All employees will carefully check identification of anyone who appears to be under 30 years of age.

(a) Acceptable documentation is a valid Texas driver’s license with a photo or photo ID issued by the state of

Texas. (b) The employee will carefully check the identification to determine its authenticity.

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(c) In the absence of authentic identification, or in case of doubt, the employee will refuse the sale of alcoholic beverages to the customer.

3. No employee will sell alcoholic beverage to anyone who is intoxicated.

4. No employee will drink alcoholic beverages while working.

5. All employees who sell alcoholic beverages will successfully complete a Texas Alcoholic Beverage Commission

certified Seller/Server training course when beginning employment. THE MANAGEMENT FULLY SUPPORTS THESE POLICIES AND WILL STAND BEHIND OUR

EMPLOYEES IN THEIR DECISIONS TO PROMOTE RESPONSIBLE SERVICE. SALE OF TOBACCO PRODUCTS – State and Federal laws and company policy govern the sale of tobacco products to minors: 1. Persons must be 18 or older to purchase cigarettes and/or tobacco products.

2. You must request proof of age from anyone less than 30 years of age who attempts to purchase tobacco products.

3. Customers cannot have direct access to tobacco products. Counter displays must be non-self-service.

4. Retailers and employees are subject to fines and criminal charges. LOTTO/LOTTERY SALES - Lotto and Lottery ticket purchases have minimum age requirements also. Persons must be 18 or older to purchase Lotto or Lottery tickets. You should request proof of age if you have reason to suspect a customer may not meet minimum age requirement. Parents purchasing tickets for underage children must keep the tickets in their possession until they leave the store. CASH AND MERCHANDISE HANDLING - Careful handling of company cash and merchandise is one of the most important parts of Timewise’s business. You must know the cash handling and security procedures of your location. If you do not understand any of these procedures, ask your manager for an explanation. Some examples of mishandling cash or merchandise are: ∗ Cash shortages (overages)

∗ Cash drawer and safe violations

∗ Giving away or using a product without permission Immediate disciplinary action will be taken, which could include termination and repayment of shortage, in cases of cash or merchandise mishandling. CREDIT CARDS - You will be expected to follow all proper Timewise and/or Oil Company policies and procedures regarding credit card verification and acceptance. INVENTORY CONTROL - In the convenience store industry, inventory control is of major importance. Inventory control involves the minimizing of cash and merchandise loss. During training, you will learn how to help control inventory losses through correct pricing, vendor check-in and awareness. Your ability to correctly record sales, prepare reports and control cash in the stores has a direct bearing on store inventory losses. At least once a month, each location is audited to determine the amount of inventory loss. We strive for an acceptable inventory result. When losses are deemed unacceptable, we know that a serious problem exists in the control of the store’s assets. After an unacceptable inventory loss, store employees are required to attend a security interview. When requested, you are required to attend this interview and meet with the Audit Investigator. Attending the security interview is mandatory, and employees will be subject to termination for failing to attend or cooperate with an investigation. The best policy for you, the employee, in the security interview, is to be honest and share information you know with the investigator.

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LOSS PREVENTION - Inventory loss usually occurs because of a combination of factors. The most common causes of inventory loss and preventative measures are as follows: 1. EMPLOYEE THEFT - All items in the store and facilities belong to Timewise. Employees who steal will lose their

jobs and may be prosecuted. Do not give anyone any reason to suspect you or accuse you of theft. If another employee is stealing, it is unfair to you and the company. Inform your manager or supervisor.

The following are guidelines employees should follow:

∗ Always pay for merchandise.

∗ Have another employee ring up your merchandise when possible. If you must ring up your own purchase(s), do so promptly, in clear view of camera and save your receipt.

∗ Always verify your cash drawer, safe/change fund and security counts at the beginning and the end of your shift.

∗ Do not take the trash to the dumpster without the manager’s knowledge and permission. Your manager can tell you where to leave the trash inside the store until it can be inspected.

∗ Never let anyone pressure you into stealing or letting someone else steal. Always inform your manager or supervisor if you know or even suspect that another employee is stealing.

2. CUSTOMER THEFT - Inventory loss can occur through shoplifting. By promptly greeting and acknowledging customers, offering your assistance and being constantly aware of your customers’ presence in the store, you will not only guarantee good customer service but also prevent theft. Shoplifters often: ∗ Are more concerned with watching you than with shopping;

∗ Dislike attention; do not want help;

∗ Linger in or return to the same spot; and

∗ Conceal merchandise in coats, purses, baby strollers or other containers.

To prevent loss by customer theft, always:

∗ Acknowledge each customer; say hello and smile; let them know you know they are there;

∗ Make eye contact with people entering the building;

∗ Inform management whenever you leave an area unattended; and

∗ Make sure your register is closed if you leave or turn your back on it. Drive-offs result in a cash and inventory loss. The following will help prevent drive-offs:

∗ When you authorize a gas pump, ALWAYS look to get a description of the vehicle and customer…. even when you are busy;

∗ If you are busy or have reason to suspect a customer, get a license plate number. If you are working with

someone else, ask him or her to help you keep an eye on the pumps;

∗ Never leave the front area after authorizing a pump;

∗ After authorizing a pump, be alert and watch your gas pumps; and

∗ Ask each customer “Did you get fuel?” Use the intercom system. 3. CARELESSNESS AND FAILURE TO FOLLOW COMPANY POLICIES AND PROCEDURES - A portion

of inventory losses can be attributed to carelessness, such as giving the wrong change back to customers. Failing to follow company policies and procedures, such as allowing another employee to be on your register, can also contribute to inventory loss. Everything we do, we do for a reason. Every policy and procedure has a purpose. It is

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your responsibility to follow all company policies and procedures carefully and exactly. While your manager will train you thoroughly on all policies and procedures, some are listed below:

∗ Never allow anyone but management personnel to ring on your register or be in your register drawer. You are

accountable for your drawer and sales;

∗ Personally complete all areas of the shift report; sign the shift report;

∗ Initial all transactions you process (credit cards, local charges, etc.);

∗ Personally verify all security counts, safe fund and cash drawer at the beginning and end of your shift;

∗ Do not skip procedures or take short cuts;

∗ Count change back to customers. Be suspicious of customers wanting bills changed more than one time. They may be a quick-change artist;

∗ Always check $20, $50 and $100 bills with the counterfeit pen, before pressing cash tendered key and while

customer is in the store;

∗ Count safe drops twice for accuracy; use pre-numbered drop envelopes where needed, drop immediately, ring into register and document and initial on shift report;

∗ Never leave money or drops on ledges or anywhere else. Money belongs in the register or safe only;

∗ Lotto and Lottery tickets are not winning tickets unless you have validation from the Lotto machine. Lotto and

lottery tickets cannot be paid out as winners or tickets exchanged without validation from the Lotto machine verifying the ticket to be a winner. Remember you cannot have Lottery payouts on third shifts. If you have a validated winning ticket, first pay the customer their winnings. The customer can purchase more tickets after you have completed the pay out;

∗ Always use PLUs (price look-ups) for merchandise assigned a PLU number; and

∗ Scan all items except those requiring PLU’s. If an item does not scan or scans at the wrong price notify your

manager.

STATEMENT OF HONESTY AND INTEGRITY

We strive to ensure our work environment is one of honesty and integrity among all employees. We value our employees as our most important asset. For this reason, it is our responsibility to protect this asset by providing understanding, direction and support of high standards of business conduct. It is the employee’s responsibility to view his or her conduct on the job according to the principles outlined in the following policy:

We represent our Company fairly to our employees and expect them to be honest with us in return. We entrust our employees in their performance of their jobs with valuable assets and require our employees to protect these assets from loss or damage. We accept that mistakes will be made occasionally, but we expect that they will never be ignored or covered up. We believe that our employees want to conduct themselves with honesty and integrity. In this regard, we provide the following information concerning Timewise assets so you can make informed decisions about their use and prevent dishonest acts from occurring:

ALL OF THE COMPANY’S ASSETS (PROPERTY, PRODUCT, EQUIPMENT AND SERVICES) ARE TO BE USED IN A MANNER THAT CONTRIBUTES TO SALES, PROFIT AND CUSTOMER SATISFACTION. USING, DIVERTING, DAMAGING OR TAKING OF A COMPANY ASSET BY AN EMPLOYEE FOR PERSONAL BENEFIT IS MISUSE OF THAT ASSET. ACCURACY OF PAPERWORK IS AN ASSET; THEREFORE, THE INTENTIONAL FALSIFICATION OF PAPERWORK ALSO IS MISUSE OF THAT ASSET.

Violation of this policy will result in appropriate disciplinary action. Specific offenses for which an employee may be terminated (and possibly prosecuted) include, but are not limited to the following:

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1. Theft of asset from Timewise or property from another employee;

2. Committing a dishonest act or complicity in a dishonest act;

3. Willful damage of Timewise property or property of another employee;

4. Falsification of Timewise paperwork;

5. Falsification of time worked or payroll summary;

6. Intentionally overcharging or undercharging a customer or directing a store employee to overcharge or undercharge;

7. Failing to ring up a sale at time of occurrence;

8. Failing to pay for personal purchases or product consumed; and

9. Removal of Timewise records or release of confidential information.

Our employees are proud of their personal integrity and Timewise Food Stores’ reputation for high standards. To maintain these standards for all, we expect and encourage our employees to report dishonest acts, and we will take steps to investigate and administer appropriate disciplinary actions including suspension, dismissal and prosecution to the full extent of the law.

Through the honest efforts and conduct of Timewise employees, we will succeed in our business goals.

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BENEFITS

Timewise provides a competitive package of benefits for all employees. Although benefits are not generally considered part of your income, they bring considerable value to your overall compensation package. The following is a brief overview of the benefits available to you and your family. Specific information is available through your supervisor and the plan administrator. Please note that we constantly strive to improve our benefit offerings and the benefits listed below may change at any time. Updated descriptions of your benefits will be provided to you either at your time of hire or distributed when changes are made during your Timewise career. LIMITED MEDICALGROUP HEALTH PLAN- Following completion of the length of employment requirement, all full time employees and their dependents are eligible to participate in the Company’s limited medical plan. Both the employee and dependent insurance premiums are pretax and payroll deducted. Insurance enrollment and information packets are delivered to eligible employees prior to their eligibility date by the plan administrator. Instructions for enrollment will be included in the packet you receive. If you choose not to enroll at the time of your eligibility, the policy has an annual enrollment period and under some “life events” you may qualify for early enrollment. Your supervisor can tell you when your annual enrollment period is available. FLEXIBLE SPENDING ACCOUNT - Timewise is pleased to sponsor an employee benefit program known as a “Flexible Benefits Plan”. Under federal tax laws, it is also known as a 125 Cafeteria Plan. This plan lets you choose from several different insurance and fringe benefit programs according to your individual needs. The Company provides you with the opportunity to use pretax dollars to pay for them by using a salary redirection arrangement. Employees and their qualified dependents will be eligible to participate, following completion of the employment guidelines described above, for the company sponsored limited medical plan. An insurance representative will contact each employee prior to their eligibility date to fill out enrollment forms. The following insurance policies offered are life, dental, accident, cancer and critical illness. There is also a “Flexible Spending Account” which designates pretax dollars to be reimbursed to participating employees for qualified childcare and medical expenses. The details of these plans will be provided to you by the plan administrator at the time of enrollment. 401(K) – Timewise is pleased to offer a 401(k) plan for all qualified employees aged 21 years and continuously employed by Timewise for one full year. You will be sent an enrollment and information packet prior to your eligibility date. Employee matched funds are available. See plan for details. PAID TIME OFF – Paid time off is earned by full time employees who have completed 12 months of continuous employment. Paid time off may be used for sick leave, holidays (except as limited by the Holiday policy below), or for other purposes. Those eligible may earn PTO as follows: CLASSIFICATION YEARS OF SERVICE FROM DATE OF HIRE DAYS OFF Store Managers 1-5 13 6-10 18 11 or more 20 All Other Store Personnel 1-2 8 3-5 10

6 or more 15 Employee requests for paid time off must be submitted to your supervisor at least 30 days in advance. The request must be approved by your supervisor prior to the time off requested. Every effort will be made to honor your PTO request. All employees are encouraged to take their accrued PTO. In the event of a scheduling conflict which cannot be resolved the request must be submitted to the Operations Manager for final resolution. PTO requests may be denied at the discretion of the manager.

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Timewise paid time off is administered under the following guidelines: ∗ An employee will become eligible for PTO pay upon completion of 12 months of continued employment

(Employment Anniversary Date). PTO will continue to accrue thereafter, beginning on January 1st of each calendar year.

∗ Earned PTO can be taken any time prior to the next calendar year; however, no PTO may be taken during the month

of December although exceptions to this policy may be considered based on emergency circumstances.

∗ PTO time not used prior to December 31st will be forfeited. There will be no carry over on accrued PTO into the next calendar year.

∗ Eligible employees must actually take time off during their time off and will not be paid to work during this time.

∗ Any employee who is discharged for cause, voluntarily quits or separates from employment with Timewise for any

reason prior to receiving accrued PTO will not be eligible to receive PTO pay. It is the responsibility of the Store Managers/Territory Managers to schedule all paid time off within the guidelines. In the event of a scheduling conflict, which cannot be resolved, the employee must submit written notice to the Operations Manager requesting final resolution. HOLIDAYS - Our business operates 24 hours a day (some 18 or 19 hour stores), 7 days a week, 365 days per year. You can expect to work all holidays, as will most of your fellow employees. Since the holidays are the busiest days for Timewise Food Stores, they require extra help and an all-out effort by every member of the team. Timewise has premium pay for Christmas Day, from 12:00 a.m. until 12:00 a.m. on December 26th. Only non-exempt employees working Christmas Day will receive holiday compensation pay, which amounts to one and a half (1 1/2) times their regular rate of pay. If the hours a non-exempt employee works on Christmas represent overtime hours, the employee is entitled to double time for any overtime hours worked. BEREAVEMENT PAY - Timewise provides bereavement pay for eligible full time employees who have worked at least 1 year of continuous employment in the event of a death in their immediate family. One paid day for funerals in town and 2 paid days for funerals requiring overnight travel out of town will be given. Absences without pay will be allowed in the event of a death of an immediate family member for an employee not otherwise eligible under this policy. Immediate family, for the purpose of this policy is defined as:

Spouse * Grandparent * Brother * Sister

Parent * Sister-in-law * Brother-in-law * Father-in-law

Child * Mother-in-law * Grandchild * Any relative residing with the employee

Additional time off without pay will be at the discretion of your supervisor. Your supervisor will take into consideration necessary travel time, etc. You must provide notice of bereavement leave under this policy to your supervisor as soon as reasonably possible, and failure to do so may result in denial of time off or other benefits under this policy. JURY DUTY - It is your civic duty as a United States citizen to report for jury duty whenever called. Timewise will pay to you your regular earnings based on the total regularly scheduled hours for the workdays involved. A copy of the Jury Notice must be given to your direct manager when asking for this time off. You will not be paid for time off for court appearances as a party to any civil or criminal litigation. You must arrange for time off without pay or use accrued vacation for these types of appearances. VOTING - We encourage you to vote during our local, state and federal elections. You should try to vote either before or after your scheduled work shift. Employees whose work schedules do not allow them to vote while polls are open on Election Day will be granted two consecutive hours of paid time off in order to vote. Notify Human Resources of the need for voting leave as soon as possible. We reserve the right to select the hours you are excused to vote. When you return from voting leave, you must present a voter’s receipt to Human Resources as soon as possible.

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FAMILY AND MEDICAL LEAVE ACT – Pursuant to the Family Medical Leave Act (“FMLA”), employees may be eligible for an unpaid leave of absence. This policy is intended to briefly summarize the provisions of the FMLA. Employees who have been employed with the company for at least 12 months and have worked a total of at least 1,250 hours in the preceding year are eligible for up to 12 weeks of unpaid leave within a 12-month period for the following purposes: ∗ Because of a serious health condition; or

∗ Because of the birth of a child of the employee and in order to care for the child; or

∗ Because of the placement of a child with the employee for adoption or foster care; or

∗ In order to care for a family member of the employee (such as a child, parent or spouse), if the family member has a

serious health condition; or

∗ Because of any qualifying exigency (i.e. attending military events) arising out of the fact that an employee’s spouse, son, daughter or parent is a covered military member on active duty or called to active duty status.

The 12-month period in which 12 weeks of leave may be taken is a rolling backward 12-month period from the date an employee uses any FMLA leave. Eligible employees may take FMLA leave in a single block of time, intermittently (in separate blocks of time), or by reducing the normal work schedule. Employees who require intermittent or reduced-schedule leave must try to schedule their leave so that it will not unduly disrupt the company's operations. Depending on the purpose of your leave request, you may choose to use, or the company may require you to use, accrued paid leave (such as Paid Time Off), concurrently with some or all of your FMLA leave. If your need for Family and Medical Leave is foreseeable, you must give 30 days’ prior written notice. If this is not possible, you must give notice to Human Resources as soon as practical, but at least within one working day of the event. Employees must provide a medical certification from a health care provider to support a request for leave because of a serious health condition. If you fail to provide certification as required, you may lose your right to take leave under this policy. For the duration of FMLA leave, Timewise will maintain the employee’s health coverage under any “group health plan” at the same level and under the same financial arrangement just as if the employee was still working full time. The employee is responsible to pay any of the employee’s share of the cost of the plan. Furthermore, the employee must continue pay for any elected benefit or they will lose the benefit. Failure to maintain the employee’s portion of elected benefits, if chosen, could result in the immediate termination of those benefits. Prior to your return to work, you must notify your supervisor that the need for leave has ended and provide a medical certification from your treating physician that you are released to return to work, with or without restrictions. Failure to notify your supervisor in advance may delay your return to work. Upon return from FMLA leave, most employees can be restored to their original or equivalent positions with equivalent pay, benefits, and other employment terms provided there are no restrictions upon their ability to perform their original job duties. Employees must return to their original place of employment upon return from FMLA leave. If returning from FMLA leave with medical or other restrictions you may be asked to complete a “Fitness for Duty” report and be asked to participate in company sponsored independent medical evaluation. Employees must return to their original place of employment upon return from FMLA leave. Certain highly compensated employees or “key employees” may be denied restoration to their prior or equivalent position. Key employees are those employees who are among the highest paid 10% of employees or up to 10% of the workforce designated as key personnel. Any additional questions regarding taking leave under this policy can be answered by the Human Resource Department. ADDITIONAL MILITARY LEAVE – In addition to the basic Family Medical Leave Act benefits described in the policy above, an eligible employee who is the spouse, domestic partner, son, daughter, parent or next of kin of a covered service member is eligible to take up to 26 weeks of leave during a 12-month period to care for the service member with a serious injury or illness. Leave to care for a service member may not exceed 26 weeks during a single 12-month period. PERSONAL LEAVE – Landmark Industries dba Timewise Food Stores (“Company”) complies with all federal and state leave laws. However, when these laws do not apply or an employee does not meet the eligibility requirements, the company will consider an employee’s request for a personal leave. This leave may provide up to 3 weeks unpaid in a 12-month period.

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Each leave request will be considered on an individual basis. An eligible employee who has completed at least 6 months of service and who is in good standing may request personal leave. (See Personal Leave Request Form for more detail).

WORKERS’ COMPENSATION - Landmark Industries dba Timewise Food Stores (“Company”) has elected not to obtain workers’ compensation insurance coverage. As an employee of a non-subscribing employer, you are not eligible to receive workers compensation benefits under the Texas Workers’ Compensation Act. However, the Company has established and adopted an employee welfare benefit plan, (the “Plan”) as defined under the Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan is designed to provide benefits for eligible employees who sustain certain accidental injuries in connection with their employment.

Some of the more important provisions of the Plan are: • Reporting Injuries/Accidents: Any injury you sustain while directly performing your job duties must be reported

immediately to your supervisor or manager, not simply to another employee. Do not wait until the end of your shift, the end of the day, or tomorrow to report the incident. Immediately means directly following the incident.

• Drug Testing: The Company will require you to take a drug test after any injury covered under the Plan.

• Release of Medical Information: The Company will require you to release all medical information to review any claim for benefits.

• Approved Physicians: You may only receive medical care from a doctor or hospital that has been approved by the company. The approved physician will assume control of medical care and management of your injury problems. He/she may refer you to a specialist, if deemed advisable. Medical care and treatment by doctors not approved is only acceptable under the Company injury benefit plan for emergency treatment immediately following an injury. Check with your Plan Administrator for a list of Company approved providers.

• Amount of Benefits Available: The Company will only pay certain amounts for injured. Please see the Plan for details.

• Injuries that are NOT Covered: Certain injuries are not covered by the Plan, and Plan benefits may be denied if your injury is the result of misconduct or failure to follow Company rules.

• Arbitration and Mediation: Any dispute over the Plan or any injury will be resolved through mediation or binding arbitration.

• A copy of the Summary Plan Description (the “SPD”) is included in your New Hire Packet. The SPD contains a description of your rights and duties under the Plan. Please read the SPD carefully. You may also have a copy of the entire Plan upon request. You may also examine the Plan documents, without charge, at our corporate office with advance request.

Additional Notice to New Employees; You may elect to retain your common law right of action if, no later than five days after you begin employment or within five days after receiving written notice from the employer that the employer has obtained coverage, you notify your employer in writing that you wish to retain your common law right to recover damages for personal injury. If you elect to retain your common law right of action, you cannot obtain workers’ compensation income or medical benefits if you are injured.

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SAFETY And

SECURITY

SAFETY AND HEALTH POLICY STATEMENT

Timewise Food Stores recognizes its responsibility to manage the business in a manner which conserves and effectively utilizes human, physical and financial resources. Accordingly, it is the policy of Timewise to:

• Provide working conditions and workplaces which are protected against recognized hazards which may cause injury, illness or death;

• Recognize that employee safety and health are primary factors to consider in the workplace;

• Hold supervision and management accountable for safety performance of employees and maintenance of a safe work environment;

• Evaluate safety programs and management/supervisor performance in controlling accidents, injuries, and losses;

• Complete employee training required by standards and regulations;

• Train employees in regard to safe work procedures;

• Require compliance with safety rules and procedures by employees, supervision and management;

• Fully comply with safety and health laws and regulations; and

• Monitor the effectiveness of all safety programs.

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ON THE JOB INJURIES

REPORT ALL ON THE JOB INJURIES IMMEDIATELY

IF YOU HAVE ANY TYPE OF INCIDENT WHILE YOU ARE ON THE JOB, IT MUST BE DOCUMENTED WITH YOUR MANAGER IMMEDIATELY. THIS MEANS YOU MUST CONTACT YOUR MANAGER, TERRITORY MANAGER, DISTRICT MANAGER OR THE TIMEWISE SAFETY OFFICER, BOB DUFF, IMMEDIATELY AFTER THE INCIDENT AND BEFORE YOU LEAVE THE STORE. All injuries must be reported, even if you do not believe the injury is of any significance at the time. If you fail to report an incident immediately, you may be subject to discipline, up to and including termination of your employment.

You signed and acknowledged the following statement contained in your employment package. Please take time to review this statement again: “I have been informed and fully understand that any injury claimed by me while working must be documented in an Incident Report, signed and filed IMMEDIATELY by me after my injury. I must sign a medical records release for my employer to obtain medical reports to determine any benefits for which I might be eligible. I understand that unless an Incident Report is completed immediately, and signed by me, the Company may not consider a voluntary payment of any medical bills or other benefits to which I may be entitled.” Fraud Warning: You will be terminated for providing false or misleading information regarding an on the job injury. Any eligible benefits will also be suspended. Furthermore you could incur legal consequences. “It is a crime to provide false or misleading information to an insurer for the purpose of defrauding the insurer or any other person. Penalties include imprisonment and/or fines. In addition, an insurer may deny an insurance benefit if false information materially related to a claim was provided by the applicant.” TIMEWISE SAFETY MANUAL - It is the responsibility of every employee to READ THE SAFETY MANUAL. A Safety Manual is maintained at every store. The Safety Manual provides more detail on safe work practices that may not be covered in as much detail in the Employee Handbook. Please notify the Timewise Safety Officer if you are not able to locate the Safety Manual at your store. NO HEROES POLICY- The Company strictly endorses a NO HEROES POLICY as it relates to any form of theft or violence. This means do not take any voluntary aggressive action toward anyone which places you, other employees, or customers in a potentially dangerous situation. Co-operate fully and make no attempt to restrain or subdue the robber. Any employees leaving the interior of the location to pursue a thief will be immediately terminated regardless of their good intentions. You are expected to make your safety and that of your co-workers and our customers your primary consideration at all times. LOITERING - No person who is not transacting business and not an employee of the Company, such as customers, friends or family members of employees, or third parties, will be allowed to remain on the premises for any unreasonable length of time. Politely ask the person(s) to leave the premises if you feel it is safe and prudent to do so. If you do not feel a verbal request is safe then contact your Manager or Territory Manager immediately. If you feel the actions of the unwelcome person(s) are or could be dangerous to our customers and employees call 911 immediately. CLEAN AND SAFE FLOORS - Clean floors are always important. Floors are an indication of how clean a facility is. People want to know that the places they frequent are clean and safe. Keeping our floors clean and safe will keep our customers coming back and make for a safer workplace. Floors are important because a wet floor is always an accident waiting to happen. Slip-and-fall accidents, whether they involve employees or customers, are very serious matters that are carefully scrutinized to insure that safety policies were followed. Dry wet floors as quickly as possible and post the proper signs immediately when floors are wet. Any tripping hazard must be similarly dealt with. ALWAYS: • Stay alert for spills, wet floors or tripping hazards and clean all spills immediately. Remove tripping hazards

immediately. • Place “wet floor” signs in any area where there is a spill. • Post caution signs when you mop and leave the signs in place until the floor is dry. • As you mop, keep an eye out for others and warn them about the wet floor.

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• If you must leave a wet floor without a sign for even a short time, make sure someone stays at the site to warn others about the potential hazard.

• As an employee, follow these guidelines to avoid slipping and falling and insist others to do the same:

∗ Watch where you’re going ∗ Wear slip-resistant shoes. ∗ Walk, don’t run. EVER. ∗ Don’t engage in horseplay. ∗ Don’t carry loads that block your vision. ∗ Take deliberate steps that are always sure-footed.

DAMAGE TO STORE - Customers and Vendors may, unfortunately cause accidental damage to the store or property.

Should this occur, you are expected to obtain as much information as possible from the responsible party.

Accurately obtain the following:

(1) Name, address, telephone numbers (Copy of Drivers License) (2) License plate number (3) Copy of vehicle proof of insurance card. (4) Description of vehicle (5) Truck or trailer number (6) Take photos of vehicle or person involved with your incident camera (7) Damage to the building, signage, gasoline dispensers or canopy should result in your calling the

police and causing a report to be filed on the incident. (8) Take photos of the actual damaged area with your incident camera.

INCIDENT CAMERA - A 35mm disposable camera is provided to each store for the purpose of documenting any form of accident or incident. After using the camera for this purpose, write the store #, date of incident, and name of party involved, if known, on the camera. Send the camera to the Safety Officer, Bob Duff, for developing along with the incident report. Replacement cameras are available through your grocery order book. A CAMERA MAY BE TAKEN FROM THE STORE SHELF IF NECESSARY. ***********SOME IDEAS FOR GOOD CAMERA DOCUMENTATION*********

(1) Multiple shots of damage or person involved; (2) A picture(s) of ground or area where an incident is said to have occurred; (3) A picture of the shoes being worn if a slip/fall; (4) Picture of vehicle/license tag/vehicle # if a commercial vehicle; (5) Picture of witnesses if possible; and (6) A picture of the store showing the prevailing weather at the time;

(Example: heavy rain) (7) A picture of your wet floor signs in use; and (8) Picture of everyone with person involved in incident.

Use the entire roll of film if possible because it won’t be used for anything else. The value of an incident camera is very important in determining what really happened. ROBBERY PREVENTION – To help prevent robberies: ∗ Greet or acknowledge every person entering the store. ∗ Always be aware of customers’ movements and location within the store. ∗ Keep the amount of cash in the register low at all times. ∗ Make safe drops as needed, following policy and procedures. ∗ Be alert to any suspicious activity outside the building (in the parking lot or loiterers). ∗ Windows should be kept clear with an open view from inside or outside. Windows should not be blocked by

merchandise displays or signs. ∗ The back door is to be locked at all times. ∗ Always close the register between transactions. Certain stores utilize pay windows during certain hours. Customers are not to be allowed inside the store FOR ANY REASON after store hours or when utilizing the pay window.

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Do not wear excessive or expensive jewelry at work. Safeguard your purse or wallet as you deem appropriate. TIMEWISE IS NOT RESPONSIBLE FOR PERSONAL ITEMS YOU BRING TO WORK. If a robbery occurs: ∗ Remain calm. Try to make unobserved mental notes. ∗ Cooperate with the robbers. Because of the building’s open glass fronts, robbers will be in a big hurry. Give them

what they want to get them out of the store faster. ∗ Do not be a HERO. Employee and customer safety are the number one concern during a robbery. Cooperating will

help prevent someone from getting hurt. ∗ Do not make any sudden moves. Do not attempt to approach or chase after the robber. ∗ Do not do anything that will create a tense, nervous situation. Speak only if spoken to.

After a robbery:

∗ Attempt to remain calm. ∗ As soon as safely possible, get out a piece of paper and write down all the facts you can remember about the hold-up

and the robber(s). This includes dress, facial features (scars, hair, etc.), height, weight, distinguishing marks (tattoos), a description of vehicles involved, any weapon used, etc.

∗ Do not discuss details of the robbery with any other employee. ∗ Fill out an Incident Report Form. To estimate the robber’s height, use the height of the door hinges as an aid. In

some cases, height indicators are already on the doorframe. If someone from management is not on duty or you are working alone: As soon as you feel it is safe to do so call 911. Give the police the following information:

---- “There has been a robbery.” ---- The address of the store. ---- Description of how the robber(s) got away (on foot, in a vehicle, etc.) and the direction they went. A

description of any vehicles involved would be helpful. A license number would be extremely helpful.

∗ The Store Manager and Territory Manager should be notified of the robbery immediately after talking with the police. Continue calling until you reach at least one of them.

∗ When the authorities arrive, they will ask for details to fill out their reports. Only management is authorized to

coordinate the giving of information. However, give any information concerning descriptions, sequence of events, get-away methods and direction to the authorities.

EMERGENCY FUEL SHUT OFF - Each store has an emergency fuel shut off in the event fuel is free flowing. Determine the location of the Emergency Fuel Shut Off device in order that you may operate it quickly in the event of such an occurrence.

OUTSIDE HAZARDS - Outside hazards represent an added challenge at our stores because we have fuel dispensers and customers fueling at those dispensers. Spills, overfills, and leaks can occur with fuel, oil and transmission fluid at any place on the store parking lot. Any spill, overfill or leak must be dealt with immediately upon discovery. Know where the oil dry absorbent is kept and familiarize yourself with the procedure for its proper use. You are expected to use the absorbent immediately on all spills, overfills or leaks of any kind. Notify your Manager of any outside hazard. A GENERAL SAFETY STATEMENT- Safety must always involve a degree of common sense. Do not do or attempt to do any job that you believe is unsafe. Similarly, always exercise special caution when working with a box cutter, ladder, lifting an object or emptying trash. Do not run or do any job so hurriedly that an accident is likely to occur. Always take sure footed steps, especially around corners. Please read the Safety Manual for more detailed information regarding safety procedures, policies and practices. If you will conduct yourself in a safe manner at all times you will help ensure the safety of your co-workers and our valued customers. A FINAL COMMENT - Now that you have read your Handbook, we hope that you feel more a part of our Timewise Food Stores family of employees. Our purpose was to familiarize you with Timewise Food Stores and answer many of the questions that arise when entering a new work environment. We hope that we have accomplished this goal. However, if you have not been able to find an answer to a question or wish to obtain a more detailed explanation then please do not hesitate to contact your supervisor. We hope that you find your job interesting and rewarding throughout your time of service.

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EMPLOYEE HANDBOOK RECEIPT EMPLOYEE HANDBOOK RECEIPT and

ACKNOWLEDGMENT

Please read the following statements and sign below to record that you have received Timewise Food Stores Employee Handbook. This original receipt and acknowledgment must be given to your manager for placement in your employee personnel file.

“I know that it is my responsibility to read the Employee Handbook and to ask questions if I need further explanation. I understand that the policies, procedures, rules and benefits described in the Handbook may change at the sole discretion of Timewise Food Stores at any time. I understand my employment is at-will and no contractual representations have been made to me either in the Employee Handbook or elsewhere. I understand I must follow all Timewise policies and procedures as well as those prescribed by the TABC and other state and federal laws governing my employment activities. I have read and understand the Timewise Food Stores Responsible Alcohol Beverage Service Policy.”

“I understand that my signature below indicates that I have received a copy of the Timewise Food Stores Employee Handbook and that I have read and understood its contents.”

__________________________ _____________________________ Employee’s Printed Name Position __________________________ ______________________________ Employees Signature Date _________________________ ______________________________ Manager’s Printed Name Position ___________________________ ______________________________ Manager’s Signature Date

Notice: See reverse side of this handbook receipt for the Timewise Food Stores Responsible Alcohol Beverage Service Policy.

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TIMEWISE RESPONSIBLE ALCOHOL BEVERAGE SALES POLICY

Timewise Food Store is committed to the responsible service of alcoholic beverages in accordance to this policy; all employees are REQUIRED to follow the procedures listed below: (1) No employee will sell an alcoholic beverage to anyone under the age of 21. (2) All employees will carefully check identification of anyone who appears to be under 30 years of age.

(a) Acceptable documentation is a valid Texas drivers license with a photo or photo ID issued by the state of Texas.

(b) The employee will carefully check the identification to determine its authenticity.

(c) In the absence of authentic identification, or in case of doubt, the employee will refuse the sale of

alcoholic beverages to the customer. (3) No employee will sell alcoholic beverage to anyone who is intoxicated. (4) No employee will drink alcoholic beverages while working. (5) All employees who sell alcoholic beverages will successfully complete a Texas Alcoholic Beverage

Commission certified Seller/Server training course when beginning employment. THE MANAGEMENT FULLY SUPPORTS THESE POLICIES AND WILL STAND BEHIND OUR

EMPLOYEES IN THEIR DECISIONS TO PROMOTE RESPONSIBLE SERVICE.