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EPENSE & TRAVEL REIMBURSEMENT 1. POLICY PROVISIONS 1.1. This policy and procedure statement covers all approved business-related expenditures incurred by employees of Cooper Consulting Company, hereinafter referred to as Cooper Consulting Company, Cooper, or the Company. 1.2. These policies and procedures are not a guarantee of any kind and are subject to change with or without notice by Cooper Consulting Company. 1.3. These policies and procedures are not in conflict with Cooper Consulting Company s At-Will employment relationship with all employees, and at all times, Cooper will maintain its practice of equal employment opportunity. 1.4. Any expenses incurred that violate the guidelines set forth herein will not be reimbursed. Exceptions will be made in writing by the President of the company. 1.5. Additionally, any expense violating these guidelines should not be approved by a Project Manager, or his/her designee without written approval from the President of the company or her designee. 1.6. Generally, to be reimbursed for business expenses at Cooper Consulting Company, written approval should be obtained from your Project Manager or your Account Manager prior to incurring the expense. 2. EPENSE THRESHOLDS 2.1. Expenses in excess of $50.00 must be pre-approved at the project level by a Project Manager, or his/her designee, employed by the company. 2.2. Expenses in excess of $100.00 must always be pre-approved by the Account Manager or his/her designee. 3. PERSONAL COMMUNICATION DEVICES 3.1. Cooper Consulting Company does not provide, nor reimburse employees for the hardware or the everyday use of cell phones, PDA s, or other mobile, personal communication devices. 3.2. Employees who travel or incur significant business-related expenses for the Company, over and above the regular cost of their own subscription rates for such devices, may request a reimbursement. 3.3. The full statement or invoice must be provided as receipt for such expenses, including actual employee cost for all services and the complete call or log detail for the period of expense. 4. RESOURCE MATERIAL & SUPPLIES 4.1. Cooper Consulting Company will pay for or reimburse employees for the purchase of resource materials (i.e. software, handbooks, textbooks, educational/training materials, etc.) only if the materials have been approved by a Project Manager, his/her designee, or your Account Manager. 4.2. These materials belong to Cooper Consulting Company and must be returned to the Project Manager or the Corporate offices, when materials are no longer in use, or upon termination of employment, unless other arrangements have been made in writing. 4.3. Failure to return materials can result in a payroll deduction for the cost of the unreturned items.

4.4. Costs incurred for Cooper business (such as postage, small supplies on an emergency basis, etc.) will be reimbursed. These items should be detailed on the expense report and substantiated by applicable receipts. 4.5. Purchases of necessary supplies, software or computer hardware should be purchased through the corporate office and not included on employee expense reports. Exceptions must be approved by a Project Manager, his/her designee, or your Account Manager. 5. BUSINESS MEALS & ENTERTAINMENT 5.1. General 5.1.1. Cooper Consulting Company will not reimburse for the purchase of alcohol, prescription drugs, or over-the-counter medications, whether obtained locally or on business travel. 5.1.2. Employees are strongly cautioned and directed to follow state of Texas guidelines for entertaining government employees. For reference, please see: http://www.ethics.state.tx.us/guides/g08o&e.htm. 5.1.3. Tips and Gratuities on business meals should not exceed 20% for parties of less than 6, and 15% for parties of 6 or more. 5.1.4. Generally, meals and entertainment should not exceed $100 in any day, unless preapproved by your Account Manager. 5.1.5. Expenditures for business meals and entertainment must be reasonable and necessary to be allowable and must meet Company standards for appropriate business conduct. The person(s) involved must have an influence on Company business or business activities and their entertainment should be direct or associated as defined in the following paragraphs. 5.1.6. When faced with project/duty time constraints, project or corporate management level personnel may claim reimbursement for up to $100 for a business meal with other Company employees to facilitate the conduct of Company business. Exceptions may be approved by the Account Manager. 5.2. Business Meals and Directly Related Entertainment 5.2.1. Reimbursement is allowed for ordinary and necessary business meal and entertainment expenses with person(s) outside the Company who have an influence on Company business. 5.2.2. Business meal expenses must be directly related to business and incurred under circumstances conducive to a business discussion. Generally, a restaurant, hotel dining room or similar place would be considered conducive to a business discussion. 5.2.3. Entertainment expense is directly related to business if the employee is actively engaged in a business meeting, negotiation, discussion or other bona fide business activity, other than the entertainment itself. 5.3. Associated Entertainment 5.3.1. Entertainment directly preceding or following a substantial and bona fide business discussion is reimbursable. 5.3.2. Generally, the entertainment should occur on the same day, the day before or the day after the business discussion. 5.4. Documentation Requirements

When reporting expenditures for meals and/or entertainment, the following should be documented on an amendment to the expense report form: 5.4.1. The date of the expense. 5.4.2. Name and address or location of restaurant or other facility. 5.4.3. Name, title and company of the guests involved. Where expenses are incurred for a large number of people readily identifiable as a particular group or individuals, the group itself may be identified rather than the individual participants. 5.4.4. Business Purpose: The nature of the expected business benefit to be derived. 5.4.5. If associated entertainment, the date, duration and location of the related business discussion or activity. 5.4.6. Amount of each separate expenditure. 6. BUSINESS GIFTS 6.1. Gifts in excess of $50 per year to any individual are not reimbursable unless approved in advance by the Account Manager. It is the responsibility of the employee to supply all required information related to all gifts for which reimbursement is made by the Company. Again, please refer to: http://www.ethics.state.tx.us/guides/g08o&e.htm. 7. EPENSE OF SPOUSE 7.1. While accompaniment of a spouse during business travel and/or local business-related activities is not prohibited, the related expenses of a spouse are not reimbursable. It is the responsibility of the employee to inform the Company of all spousal-related charges and to separate these expenses from all reimbursable business expenses. 8. DUES OF PROFESSIONAL OR TECHNICAL ORGANIZATIONS 8.1. Dues paid by corporate officers and project managers for approved memberships in professional or technical organizations are reimbursable. 8.2. All ongoing memberships with annual dues and meetings that require paid time off (PTO) and expenses, must be pre-approved by your Account Manager. 8.3. All professional organization expenses of $100 or more must be pre-approved by the Account Manager before incurred. 8.4. Amounts claimed for reimbursement should be itemized on the expense report and substantiated by receipts. 9. TRAINING, CONFERENCES AND SEMINARS 9.1. Registration fees or similar expenses for Company-approved training courses, conferences, seminars and conventions are reimbursable. 9.2. Related expenses must be approved in advance and/or in accordance with the Company s Education and Training Policy. 10. DONATIONS OR CONTRIBUTIONS 10.1. Donations or contributions are not reimbursable expense items. 10.2. Employees may not make any political contributions in the name of Cooper Consulting Company or as a representative of Cooper Consulting Company. 11. RELOCATION OF EMPLOYEES

11.1. Reimbursement of expenses incurred in relocating should be approved and processed through the Administrative Department of Cooper Consulting. 11.2. Policies and procedures for relocation will be covered in a separate policy and procedure statement (PPS). 12. GENERAL TRAVEL AND TRAVEL EPENSE GUIDELINES 12.1. Approved Travel: Approved travel is defined as business related travel, requiring the employee to travel a distance greater than her/his commute from home to the Cooper office. Personal expenses incurred in the course of such travel, such as child/pet sitting, car washes, in-room movies, etc. will not be reimbursed. 12.2. Corporate Assistance with Travel Arrangements: Cooper Consulting Company will assist employees in arranging and booking travel, especially for overnight and air travel, as resources and staff are available in the corporate office. Employees should contact the Administrative Assistant or HR Manager to request assistance. 12.3. Travel Agencies & Competitive Pricing. Cooper Consulting Company will not reimburse employees for fees paid to Travel Agencies. Employees should use the most competitively priced services and choose the most economical options to organize and arrange business travel. Evidence of violating this guideline may result in no reimbursement. 12.4. Client Guidelines. Cooper's travel policy is over-ridden by that of our clients for clientreimbursed travel. It is every consultant's responsibility to clarify travel and expense policies of the client prior to starting a new engagement. Consultants are required to follow client policies. Should a consultant incur expenses in excess of that allowed by client policy, he/she may be responsible for any excess amounts. Travel for a state agency that is required and reimbursable to Cooper under the terms of its contract with the agency, must be pre-approved using available forms and processes and copy of appropriate documentation must be sent to Cooper for verification prior to travel. 13. AIRLINE TRAVEL POLICY 13.1. When/if employees are reserving or arranging their own air travel, they should book a ticket fourteen days in advance to get a lower fare 21 days is preferable. Exceptions may be made if the business trip is an emergency. In such a case, approval by the employee s supervisor or a corporate officer must be obtained prior to incurring the expense. 13.2. The authorized class of travel is coach. Any charges for upgrades will be the responsibility of the traveler. 13.3. In general, non-refundable fares should be purchased, to ensure lowest fares. 13.4. Employees are expected to accept connections and/or utilize alternate airports in an effort to obtain the lowest possible fare. 13.5. Credit card receipts alone are not acceptable documentation for airline or rental car expenses the original receipt is required. Used airline tickets and/or boarding pass (for e-ticket users), along with a copy of the itinerary must be attached to the expense report. 13.6. Additional guidance is provided in the following chart:

ARE THESE EPENSES REIMBURSABLE? Expense Type Yes No Airline tickets purchased in advance submitted for reimbursement prior to travel Personal travel attached to business travel Purchase of upgradeable coach fares, when others are available Upgrades of coach fares Unused airline tickets Air Travel Insurance Airport Parking (long term parking)~$6.00 per day Airport Parking (in short term lots) Business Class Air Travel Coach Class Air Travel In-flight alcohol/ movies Lost Baggage Insurance 14. GENERAL GUIDELINES FOR GROUND TRANSPORTATION 14.1. Employees should always consider trade-offs such as the following: 14.1.1. The cost of driving a personal vehicle to the airport (mileage plus airport parking) vs. the cost of taxi or shuttle rides to and from the airport 14.1.2. The cost of car rental (plus miscellaneous parking) vs. the cost of taxi or shuttle 14.1.3. The cost of a hotel shuttle or other shuttle services vs. taxi 14.2. Cooper Consulting Company will reimburse for taxis, shuttles and other ground transportation for business travel. The most economic choice should be made which also allows for on-time arrival and safety. 15. PERSONAL CARS 15.1. Employees may use a personal automobile on business when it is necessary or economical. 15.2. Employees must carry state required automobile insurance. 15.3. Employees will be reimbursed at the current state of Texas mileage rate: https://fmx.cpa.state.tx.us/fm/travel/travelrates.php 15.4. Mileage is calculated on the shortest road distance between two points. 15.5. Accurate mileage should be accompanied by complete documentation including details on the destination, and business purpose of the trip. A Mileage Detail report form will be provided with Cooper expense reports. 15.6. No reimbursement will be made for regular commute costs. 15.7. Toll Road tolls, bridge tolls, parking, etc. will be reimbursed at actual cost. Keep all receipts when possible. Each expense can be broken out on the Mileage Detail report. 16. CAR RENTAL 16.1. Cooper Consulting Company will reimburse travelers for the cost of automobile rental while out of town (i.e. not in their home-based town) on company business, when public transportation is inadequate or unavailable.

16.2. If multiple employees are in the same city for the same business purpose, a rental car should be shared by the employees. 16.3. A "compact/economy" size car should be rented, unless the vehicle is to be shared by more than two employees. 16.4. No additional rental car insurance will be reimbursed. If the traveler has an accident, it should be reported to the corporate office as soon as possible. 16.5. The traveler should purchase fuel before returning the car to avoid high re-fueling charges by the rental company. Charges from Rental Car Companies to fill up gas tanks will not be reimbursed. 17. LODGING 17.1. Business-related lodging expenses including room charges, taxes and gratuities of up to 15% are reimbursable. 17.2. Employees should reserve single rooms at mid-range hotels, which provide adequate access to training and/or client events. Charges for suites, upgrade charges for rooms (with views etc), in-room movies, wet-bar and similar accommodations/charges WILL NOT be reimbursed. 17.3. Employees are expected to keep lodging expenses within the state of Texas Per Diem rates. Please refer to https://fmx.cpa.state.tx.us/fm/travel/travelrates.php. Exceptions will only be made for non-government travel that requires lodging at a hotel adjacent to meeting, conference or training facilities, and in all cases should not exceed 135% of the per diem rate for the destination city. 17.4. If itinerary changes prevent an employee from using a guaranteed reservation, it is the employee s responsibility to cancel that reservation. Charges for reservations that are not used will not be reimbursed. 17.5. Telephone charges on a hotel bill must be separated from room and meal charges on the expense report. Long distance telephone charges billed to the room will not be reimbursed. 17.6. Cooper Consulting Company will reimburse employees for facsimile charges and use of hotel business centers, for business-related activity only. 17.7. Cooper Consulting Company will reimburse employees for appropriate hotel parking charged to the hotel bill. 17.8. Cooper Consulting Company will reimburse for Internet Access where not already provided free of charge, when used and necessary for business purpose, and pertinent to the employee s function and objectives for the related travel. Reasonable limits should be exercised, by monitoring total time online, logging off when not transmitting, and other cost-saving techniques. 18. MEALS DURING TRAVEL 18.1. Employees should exercise good judgment when expensing meals. Any attempt to reduce these expenses whenever possible is encouraged. Cooper Consulting Company will reimburse for meals up to the state of Texas Per Diem rates. Please refer to https://fmx.cpa.state.tx.us/fm/travel/travelrates.php. 19. EPENSE ADVANCES 19.1. Cash advances for employee travel or local business expenses may be provided by Cooper Consulting Company upon request.

19.2. Employees may submit a written request for cash advances for travel with detailed cost estimates. 20. EPENSE REPORTING 20.1. In order to be reimbursed for any business expense, employees MUST complete a standard Cooper expense reimbursement form and submit it to their Project Manager (PM) or Account Manager (AM) for approval. The PM/AM will forward the approved expense reimbursement requests to the corporate office for final approval and payment. 20.2. Should an employee submit incomplete forms, expenses incurred will not be reimbursed until the forms are completed. 20.3. Should an employee fail to submit an expense report within 60 days of incurring such expenses, employee shall waive any right to payment for such expenses and Cooper shall have no liability to pay for those expenses. 20.4. An expense report is considered complete if: 20.4.1. It is accompanied by original receipts for all expenses, where such receipts are provided. 20.4.2. It has been signed by the appropriate project manager, account manager or supervisor. 20.4.3. In the case of travel required by a state agency client, it has been signed by an authorized client representative and it is accompanied by state agency preapproval forms, as provided. 20. EPENSE REIMBURSEMENT 21.1. Expense reimbursements will be issued within 30 calendar days. If the payment day falls on a weekend, reimbursements will be made on the Friday immediately preceding.