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Excessive Spending Policy 

The purpose of this policy is to establish parameters and internal controls governing the  expenditures of Caldwell Holding Company (together with its subsidiaries and controlled  affiliates, referred to hereafter as the Organization). Expenditures of the Organization should be  customary, prudent, consistent with applicable laws and regulations, and reasonably related to  the Organization’s business objectives and needs. This policy identifies expenditures that are  excessive or luxury expenditures, creates processes that are reasonably designed to eliminate  such expenditures, and establishes accountability for compliance. Routine operating expenses,  capital expenditures, and other reasonable expenses are not prohibited by this policy. 

  • Authority 

The Organization has authority to provide compensation and benefits that are reasonable.  This policy establishes a prohibition on expenditures that are excessive, or luxury  expenditures as required by the Department of the Treasury’s Emergency Capital Investment  Program regulations (31 CFR Part 35).  

  • Responsibility 

This policy is the responsibility of the Organization’s board of directors (board). The board has  approved this policy and will review compliance with this policy no less frequently than  annually, and summary data on excessive or luxury expenditures will be reported to the board  as part of the compliance review. 

  • Scope 

This policy applies to all employees, officers, and directors of the Organization regarding any  expenditure of the Organization. In making any expenditure on behalf of the Organization,  employees, officers, and directors should consider whether the expenditure is an excessive or  luxury expenditure that is prohibited under this policy. 

  • Excessive or Luxury Expenditures 

“Excessive or luxury expenditures” means excessive expenditures on any of the following to the  extent not reasonable or appropriate expenditures for business development, staff development,  reasonable performance incentives, or other similar reasonable measures conducted in the  normal course of the Organization’s business operations:

(1) Entertainment or events. This category includes fees, dues, tickets costs related to  social, athletic, artistic, and dining clubs, activities, celebrations or other events, and similar  expenditures. Expenditures for charitable contributions and charitable events are not prohibited under this policy. Entertainment or events expenditures in an amount less than $15,000.00 per instance, and $30,000.00 on an annual aggregate basis per individual, are exempt from this  policy. 

 (2) Office and facility renovations. This category includes costs and allowances for  office renovation, including expenditures related to furniture, art, office personalization, interior  finishing, design and decoration, and similar expenditures. Office and facility renovations  expenditures in an amount less than $10,000.00 per instance, and $20000.00 on an annual  aggregate basis per individual, are exempt from this policy. 

 (3) Aviation or other transportation services. This category includes charter fees,  tickets, slip or docking fees, vehicle installment payments, reservation and travel agent  expenses, and similar expenditures associated with transportation services (e.g., airline, train,  rental cars, or vans). Mileage reimbursable according to current Internal Revenue Service  mileage rates is exempt from this policy. Transportation services in an amount less than $3000.00 per instance, and $40,000.00 on an annual aggregate basis per individual, are exempt  from this policy. 

The Chief Executive Officer may establish or delegate to an appropriate executive officer the  authority to establish processes for reimbursement of reasonable travel expenditures, which  processes must be reviewed by executive management no less frequently than annually. 

 (4) Tax gross ups. This category includes any reimbursement of taxes owed with  respect to any compensation. This category does not apply to tax equalization agreements for  employees subject to tax from a non-U.S. jurisdiction. 

 (5) Other similar items, activities, or events for which the Organization may  reasonably anticipate incurring expenses or reimbursing an employee for incurring expenses.  Expenditures related to other items not listed in the preceding categories are exempt from this  policy in an amount less than $10,000.00 per instance, and together with all expenditures  permitted under this policy, may not exceed $20,000.00 on an annual aggregate basis per  individual. 

For the avoidance of doubt, reasonable capital investments in technology, equipment, and  similar items that expand the long-term capability of an ECIP recipient to provide products and  services to its customers and community are not excessive or luxury expenditures. 

The Chief Executive Officer may establish or delegate to an appropriate executive officer the  authority to establish processes for the evaluation and approval of expenditures in the  preceding categories that are not luxury or excessive expenditures and that are not otherwise  exempt from this policy. These processes must be reviewed by executive management no less  frequently than annually, as well as any additional threshold expenditure amounts per item,  activity, or event, or a threshold expenditure amount per employee receiving the item or  participating in the activity or event under this policy. Such approvals must be reported to the 

board of directors (which may be in an appropriate summary form) no less frequently than  annually. 

  • Exceptions or Violations 

Any exception or violation of this policy must be promptly reported to the Organization’s (i)Chief Executive Officer, (ii) officer with primary responsibility for the Organization’s  compliance function, or (iii) officer designated with primary responsibility for overseeing the  administration, monitoring, and compliance with this policy. Exceptions and violations must be  reported to the board of directors no less frequently than annually, or more frequently as the  nature and severity of violation may warrant. All employees, officers, and directors of the  Organization must adhere to this policy and will be held accountable for compliance. Any  employee or officer who violates this policy may be subject to disciplinary action up to and  including termination of employment. 

Any employee or officer that is aware of any circumstance that may indicate a violation of this  policy is required to report such circumstance to their supervisor or the Organization’s principal  compliance officer or compliance group. The Organization prohibits retaliation against any  employee or officer for making a good faith report of actual or suspected violations of the  Organization’s code of conduct, laws, regulations, or other Organization policies, including this  policy. A finding of retaliation against any such employee or officer may result in disciplinary  action up to and including termination. Failure to promptly report known violations by others  may also be deemed a violation of the Organization’s code of conduct. 

Employees and officers may ask questions, raise concerns, or report instances of non–  compliance with this policy and/or any of the existing underlying relevant policies by  contacting the following: madams@caldwellholdingco.com. 

  • Certification 

On an annual basis, the ECIP recipient will deliver to the Department of the Treasury a  certification, executed by two senior executive officers (one of which must be either the ECIP  recipient’s Chief Executive Officer or Chief Financial Officer) certifying that (i) the Organization  is in compliance with this policy and (ii) the approval of any expenditure requiring the prior  approval of any senior executive officer, any executive officer of a substantially similar level of  responsibility, or the board of directors (or a committee of such board), was properly obtained  with respect to each such expenditure.