We operate our business in accordance with the highest ethical standards and best-in-class corporate governance standards not just because it is the right thing to do, but because it is critical to the long-term success of our shareholders, associates, and community.  The policies listed below apply to all of the operations of NNN REIT, Inc. (“we” or the “Company”).

ESG POLICY

1. Introduction

At NNN REIT, we are committed to operating our business in a responsible and sustainable manner. This ESG policy outlines our dedication as a company to Environmental, Social, and Governance principles, which are fundamental to our long-term success.

2. Environmental Responsibility

Environmental Stewardship

The properties in NNN REIT’s portfolio are generally leased to our tenants under long-term triple net leases which gives our tenants exclusive control over the properties and the ability to institute site-level energy conservation and environmental management programs. NNN REIT’s tenants are overwhelmingly large companies with sophisticated conservation and sustainability programs. These programs limit the use of resources and limits the impact the use of our properties has on the environment; these programs include, but are not limited to, implementing green building and lighting standards, and recycling programs.
Generally our leases also require the tenants to fully comply with all environmental laws, rules and regulations, including any remediation requirements. Our risk management department actively monitors any environmental conditions on our properties to make sure that the tenants are meeting their obligations to remediate or remedy any open environmental matters. On all properties that NNN REIT acquires we obtain an environmental assessment from a licensed environmental consultant to understand any environmental risks and liabilities associated with a property and to ensure that the tenant will address any environmental issues on our properties.

When a new lease is entered into with a tenant we actively engage with them to promote good environmental practices on our properties, including discussions regarding the following:

  • Environmental sustainability and recycling requirements;
  • Energy efficiency requirements, including Energy Star requirements, and EPA Water Sense program requirements;
  • Environmental conservation and green building requirements, in accordance with industry best practices;
  • Energy, Emissions, and Water reporting requirements.

Climate Risk Preparedness

NNN REIT regularly monitors the status of impending natural disasters and the impact of such disasters on our properties. In most leases, NNN REIT’s tenants are required to carry full replacement cost coverage on all improvements located on our properties. For those properties located in a nationally designated flood zone, NNN REIT typically requires tenants to carry flood insurance pursuant to the federal flood insurance program. For those properties located in an area of high earthquake risk, NNN REIT typically requires tenants to carry earthquake insurance above what is typically covered in an extended coverage policy. In addition, NNN REIT also carries a contingent extended coverage policy on all of its properties which also provides coverage for certain casualty events, including fire and windstorm.

3. Social Responsibility

NNN REIT is committed to being a best-in-class employer for our associates, with a work environment that cultivates our associates and helps them grow and reach their potential not only in their chosen professions, but also in their personal lives.

Community Service and Partnerships

Since its founding, NNN REIT has been committed to being an active partner with charitable causes with the goal of helping the community become a better place to live and work for everyone. We encourage our associates to participate in volunteerism and to be actively involved in the betterment of the communities in which we live and work.

We organize and sponsor volunteer opportunities throughout the year and permit all associates to volunteer on work days during work hours at charities throughout our Central Florida Community.

Human Capital Development

NNN REIT’s success is dependent upon the dedication and hard work of our talented associates. NNN REIT encourages continued professional and personal development of all associates by providing hundreds of hours of in-person and online training opportunities that touch all aspects of our business. NNN REIT also has associate mentoring and training programs and formalized talent development programs at all levels of the Company. In addition we have a confidential Employee Engagement Survey administered by a third party, to help NNN REIT build upon strengths and identify opportunities for improvement.

Compensation

In order to support the Company’s mission and objectives, it is important to ensure our compensation plan attracts, retains and motivates the quality associates needed to achieve the goals of our shareholders. We design our compensation plan to attract and retain qualified associates, to motivate and encourage efficient and productive performance, and to recognize each associate’s unique contribution to the Company.

Benefits & Work-Life Balance

NNN REIT offers Healthcare coverage for employees and dependents in the form of two distinct medical plans with an HSA or FSA option, vision and dental.

Company paid benefits include, short and long-term disability, life insurance, long term care, AD&D, and an employee assistance program. Supplemental benefits are also available.

Additional perks include a Paid Time Off benefit of up to 3 weeks in an associate’s first year and 11 paid holidays.

4. Governance Practices

Corporate Governance

To help ensure that we meet our goal of operating at the highest ethical level, NNN REIT has adopted a set of Guiding Policies, which include our Corporate Governance Guidelines, Code of Business Conduct, and Whistleblower Policy; all of which are available on the company website. All associates are required to annually acknowledge that they have read and will comply with these policies, and all associates are trained on the Anti-Corruption Policy, the Code of Business Conduct, and the Human Rights Policy. In addition, NNN REIT annually reviews its policies to make sure the policies continue to effectively manage risks for the Company. The Board of Directors and the NNN REIT management team continually stress the importance of and place an emphasis on operating in accordance with best-in-class corporate governance standards.

5. Accountability and Reporting

We prohibit the use of all forms of forced labor, including, but not limited to prison labor, indentured labor, bonded labor, military labor, modern forms of slavery and any form of human trafficking. We also minimize risks by committing to work with well-established suppliers in our supply chain. We have a no tolerance policy for associates, suppliers and vendors in violation of our company standards regarding slavery and human trafficking and anyone in violation of those standards is subject to termination.

We are committed to reporting our ESG performance regularly to our stakeholders and shareholders. This includes:

  • Regular ESG reports that detail our performance in key ESG metrics;
  • Engaging with stakeholders on ESG matters including materiality and ESG metrics;
  • Reporting the use of frameworks that are recognized as best practices when possible (i.e. GRI and SASB).

6. Review and Updates

This ESG policy will be reviewed periodically to ensure it remains aligned with our values and business practices. We will adapt and enhance our approach as necessary to address emerging ESG issues and stakeholder expectations.

By adopting this ESG policy, NNN REIT is committed to creating long-term value for all of our stakeholders, safeguarding the environment, and contributing positively to the communities in which we operate.

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HUMAN RIGHTS POLICY

Introduction

Respect for human rights is part of our core values. We seek to respect and promote human rights in our relationships with our associates, vendors and tenants. Our aim is to help increase the enjoyment of human rights within the communities in which we operate.
This policy applies to all of the operations of NNN REIT, Inc. (“we” or the “Company”) and its direct and indirect subsidiaries, regardless of geographic location, and covers all of our properties. We expect our vendors to uphold these principles and urge them to adopt similar policies within their own businesses.

Diversity & Inclusion

We value and advance the diversity and inclusion of the people with whom we work. We are committed to equal opportunity in workplaces that are free from discrimination or harassment on the basis of race, sex, color, national or social origin, ethnicity, religion, age, disability, sexual orientation, political opinion, or any other status protected by applicable law. Recruitment, hiring, placement, development, training, compensation, and advancement may not be based on any of these factors, but should instead be based on rational factors such as qualifications, performance, skills, and experience. We do not accept disrespectful or inappropriate behavior, harassment, or retaliation in the workplace or in any work-related circumstance outside the workplace. We provide each of our associates with detailed policies and materials to provide information on equal opportunity, discrimination and harassment.

Safe and Healthy Workplace

The safety and health of our associates, vendors, and tenants is of paramount importance. We must not only comply with applicable safety and health laws and regulations, but also address and remediate identified risks of accidents, injury, and health impacts. Our policies regarding health and safety are provided to our associates, and encompass all our facilities and operations. Each of our associates is entitled to a copy of our Associate Handbook, which sets forth detailed instructions regarding safety issues.

Workplace Security

We are committed to a workplace that is free from violence, harassment, intimidation, and other unsafe or disruptive conditions due to internal and external threats. Each associate is entitled to a copy of our Associate Handbook, which details the standard of conduct regarding workplace security.

Forced Labor and Human Trafficking

We prohibit the use of all forms of forced labor, whether prison labor, indentured labor, bonded labor, military labor, modern forms of slavery and any form of human trafficking. We also minimize risks by committing to work with well-established suppliers in our supply chain. We have a no tolerance policy for associates, suppliers and vendors in violation of our company standards regarding slavery and human trafficking and anyone in violation of those standards is subject to termination.

Child Labor

We comply with all local minimum working age laws and requirements and prohibit the use of child labor.

Work Hours, Wages & Benefits

We compensate our associates competitively relative to the industry and local labor market, and in accordance with applicable legal standards. We work to ensure full compliance with applicable wage, work hours, overtime, and benefits and other labor laws. We are committed to paying living wages under humane conditions in accordance with our Human Capital Policy. Each of our associates is entitled to clear, written information about their employment conditions with respect to wages before they enter employment and as appropriate throughout their term of employment.

Associate Training and Development

The Company encourages professional growth for all of its associates. The general philosophy regarding education and association involvement is that such activities are encouraged when they align with an associate’s current role and goals within the Company and are mutually beneficial to both the associate’s personal growth and their role within the Company.

Right to Water

We recognize the right to water as a fundamental human right. We respect the human need for sustainable water supplies, safe drinking water, and protection of both ecosystems and communities through proper sanitation.

Guidance and Reporting for Associates

Our associates should not accept any direction by their supervisor that is inconsistent with this Policy. If there is ever a concern that anyone connected with the Company may have engaged or is about to engage in any conduct in violation of this Policy, our associates should promptly bring the matter to the attention of our head of Human Resources. If an associate does not believe that talking to our head of Human Resources is appropriate, if they are uncomfortable doing so, or if it does not result in a response with which they are comfortable, then they should contact our General Counsel.

Policy Oversight

This Policy is overseen by the Company’s Governance and Nominating Committee.

We may waive application of the policies set forth in this Policy where circumstances warrant granting a waiver, subject to appropriate terms and conditions. This Policy is not intended to, and does not, grant any rights to any director, officer, associate, tenant, supplier, competitor, stockholder or any other person or entity.

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HUMAN CAPITAL POLICY

Introduction

NNN REIT, Inc. (“we” or the “Company”) is committed to corporate responsibility, operational transparency and fair and ethical business conduct, consistent with our Code of Business Conduct and related policies, which are available on the Company’s website at nnnreit.com. The development and ongoing maintenance of these policies and related programs is a Company-wide effort overseen by the Board of Directors through its Governance and Nominating Committee and management.

Our commitment to our associates and the ethical treatment of others is embedded in everything we do, and this Policy on Human Capital is an integral part of our overall commitment to corporate responsibility.

Scope and Sphere of Influence

The Company’s board, management and associates are committed to honoring the policies and principles set forth herein in our day-to-day business activities. We believe that the creation of an engaging and mutually supportive corporate culture that acknowledges and celebrates the value and contributions of all stakeholders is core to our long-term success.

The principles outlined in this Policy on Human Capital relate to and confirm key commitments and principles contained in our Code of Business Conduct and related policies which, among other things, requires all associates to abide by our policies, including this Policy on Human Capital. Our Code of Business Conduct is updated and provided to all associates annually, and associates acknowledge that they have read and understood the Code of Business Conduct.

A Culture of Mutual Respect

Support & Development of Human Capital

Our associates are the heart of our company. Without their passion, professionalism and hard work, the Company would not be what it is today, nor could it achieve its full potential. The Company’s Policy on Human Capital reflects its commitment to the dignity and rights of all people, especially our associates. It represents a critical commitment to, and investment in, the current and long-term health and well-being of our organization and its people.

Our associates’ commitment to the Company provides better service to our tenants and stakeholders, creates an inclusive and collegial working environment and generates long-term value for our shareholders and the communities we serve. The Company reciprocates with a commitment to its associates and their health, professional development and workplace satisfaction.

Core Philosophies & Policies Regarding Human Capital

In order to continue and enhance this successful relationship, the Company invests significant time and resources in supporting and developing its associates and creating a desirable workplace. Our core philosophies and policies in this regard include:

Diversity: The Company believes that employment should be based on a person’s experience, work ethic and demonstrated ability, and not personal characteristics. We are committed to maintaining a workplace free of unlawful discrimination, which includes race, gender, marital status, age, color, religion, national origin, disability, veteran status, sexual orientation, or any other characteristic or status protected by law.  Associates must not be subjected to verbal, physical, sexual or psychological abuse, harassment, and must be treated with respect and dignity.

Compensation: The Company provides compensation at competitive rates for the markets in which its associates live and work including a commitment to pay a living wage to all of our associates. These programs include opportunities to supplement base income with incentive-based cash bonuses.

Benefits: The Company provides a competitive benefits program consisting of two distinct medical plans: the high deductible health plan offering a health savings account to which the Company contributes on behalf of the associate; and, a flexible savings account for both health and dependent care options with the point of service medical plan. Additional benefits include dental and vision coverage with substantial employer funding and a wide menu of medical options, a 401(k) plan with an employer match, Flexible Spending Accounts (FSAs), employer-funded life insurance, a generous vacation, holiday and personal time off policy, an array of voluntary benefits options and other benefits for associates and their families.

Compliance: The Company is committed to compliance with all applicable wage and compensation requirements under applicable labor laws for regular work, overtime, maximum hours, and other elements of compensation and associate benefits.

Health and Safety: The Company is committed to full compliance with all applicable safety and health laws, including in the areas of occupational safety, emergency preparedness, occupational injury and illness, industrial hygiene, physically demanding work, machine safeguarding, and sanitation. We seek to minimize associate and visitor exposure to potential safety hazards by appropriately identifying, assessing and minimizing health and safety risks in all workplaces that we control.

Retention and Turnover: Recruiting, hiring, training and retaining excellent associates is a high priority for the Company. These activities carry real and substantial costs, which we regard as a meaningful investment in our workforce and the Company. We believe that associate turnover is costly both in direct and indirect ways, and we are committed to associate retention and satisfaction.

Training and Education: The Company’s culture values continuous learning, improvement and professional development. This helps our associates to keep their skills current and to adapt to new responsibilities and emerging market needs. The Company provides financial support for professional association dues and memberships, continuing education credits, and fees and travel expenses to attend relevant conferences and seminars. We encourage associates to work with their managers to identify learning opportunities that will contribute to their career goals and to the Company’s success.

Associate Engagement: We believe all associates have a vested interest in the operation of their workplace, and thus deserve a voice in developing its culture, processes and atmosphere. The Company conducts all-associate meetings, promoting inclusion and allowing associates to ask questions and provide feedback to management and each other. At times we also request written feedback and conduct written surveys of associates. These activities allows us to measure associate engagement and satisfaction and, when necessary, change procedures and implement initiatives to address recurring areas for improvement. We also periodically sponsor offsite activities, including parties, events, and volunteer service opportunities to, among other things, foster camaraderie and associate satisfaction, and to directly acknowledge the valuable contributions our associates make daily to our success.

Volunteerism and Philanthropic Support: The Company routinely contributes to charitable non-profit organizations. We also provide service opportunities, time off with pay for approved volunteer and other charitable endeavors.

Succession Planning: As a relatively small company, we recognize that the unexpected loss of key personnel could pose significant short-term risks to the Company’s health and performance. We accordingly discuss, develop and update, on a regular basis, succession plans for key personnel.

Implementation and Governance

We actively identify, monitor and address opportunities to enhance our human capital policies, programs and initiatives, consistent with our belief in the value of our associates’ contributions to our success.

No Rights Created

This Policy on Human Capital, together with our other policy statements including our Policy on Human Rights & Responsibilities, our Code of Business Conduct and any other Company policy or program in effect from time to time (all of which are incorporated herein by this reference and referred to collectively herein as the “Company Policies”) do not, in any way, constitute an employment contract, an assurance of continued employment or a guarantee of continuing Company policy. We reserve the right to amend, supplement or discontinue this Policy on Human Capital, the matters addressed herein and any or all of the other Company Policies without prior notice at any time. The Company Policies are not intended to and do not create any rights in any associate, director, tenant, customer, supplier, competitor, stockholder or any other person or entity.

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ANTI-CORRUPTION POLICY

I. PURPOSE

NNN REITƒ, Inc. (together with its subsidiaries, the “Company”) is committed to conducting its business with the utmost integrity, whether that business is in the United States or in other countries. It is the policy of the Company to conduct all of its operations and activities in compliance with all applicable laws and regulations in the U.S. and the other countries in which the Company conducts or may conduct business (the “Applicable Laws”), including, but not limited to, the U.S. Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act of 2010 (“Bribery Act”) and the Canadian Corruption of Foreign Public Officials Act (“CFPOA”).

As an employee, officer, or director of the Company, you are expected to make business decisions on the merits, not because someone outside the Company has done personal favors for you or has given you something valuable. Laws in many countries recognize this very basic rule, and its violation can lead to lawsuits and criminal prosecutions. These laws may prohibit gifts of modest value or small payments that are routine in a particular culture. Many things you might not think of as bribery may be illegal under anti-corruption laws. For example, treating an employee of a local governmental agency to an expensive meal in order to obtain an approval of a development entitlement or a zoning change may be viewed as a bribe.

Violations of Applicable Laws by Company employees, officers, or directors – or third parties acting on the Company’s behalf – can expose the Company and you to fines and other penalties, including imprisonment. Accordingly, the Company expects all employees, officers, and directors to comply strictly with this Policy, to avoid even the appearance of improper conduct, and to seek guidance from the Company’s Executive Vice President and General Counsel when questions arise.

II. SCOPE

This Policy applies to all employees and officers of the Company (collectively, “employees”) as well as directors of the Company (“directors”). You and the Company may also be held liable under Applicable Laws for the conduct of third parties acting on the Company’s behalf, including consultants, brokers, and business associates. Accordingly, as described in this Policy, it is imperative that you take steps to inform and monitor third parties who interact with government officials on the Company’s behalf. All words that appear in this Policy in bold are terms defined in the Appendix at the end of this Policy.

This Policy is administered under the supervision of the Company’s Executive Vice President and General Counsel.

III. PROHIBITED CONDUCT

A. BRIBES:

The Company, employees, directors, and third parties acting on the Company’s behalf, are prohibited from giving, promising to give, offering, or authorizing to give anything of value, either directly or indirectly, to a government official, if such conduct could reasonably be construed as being intended to influence any act or decision of the government official, and/or the government entity represented, in order to secure an improper advantage or to otherwise obtain or retain business for the Company. In other words, paying bribes to government officials is strictly prohibited.

B. FACILITATION PAYMENTS:

The Company, employees, directors, and third parties acting on the Company’s behalf, are prohibited from making facilitation payments to government officials under all circumstances.

C. USE OF THIRD PARTIES:

Employees and directors are not permitted to use others, acting on the Company’s behalf, to provide prohibited things of value to government officials. Prohibited payments include any payments, or anything of value, indirectly provided by a third party on the Company’s behalf. The Company and its employees and directors shall not make, offer to make, or authorize payment to a third party (e.g. broker, business associate, consultant or any intermediary) with reason to know or suspect that all or part of the payment will be offered or given to a government official to secure an improper advantage or to obtain or retain business.

There is zero tolerance for violations of the Applicable Laws and this Policy. Employees who commit any such violation will face disciplinary action, up to and including termination of employment. Employees who violate Applicable Laws in the countries in which they do business may face criminal charges, which could lead to sentences of imprisonment, and substantial civil and criminal fines.

IV. SPECIFIC GUIDELINES ON GIVING TO GOVERNMENT OFFICIALS

When considering providing government officials with gifts or entertainment or making travel expenditures on their behalf, you should ask yourself the following questions:

  • Could the intent of the gift, entertainment, or travel expenditures be viewed as attempting to influence objectivity?
  • Would the gift, entertainment, or travel expenditures be considered unique or lavish?
  • Would it be embarrassing if the gift, entertainment, or travel expenditures were publicized within the Company or in the media?
  • Is the gift more valuable than a memento?
  • Is the gift cash or a cash equivalent or something inappropriate for a business to provide?
  • Is the gift-giving occurring on a frequent basis?
  • Has the government official requested the gift, entertainment, or travel expenditure, or directed that it be provided to someone they know?

If you answer “yes” to any of these questions, the proposed giving raises concerns that must be addressed. All employees and directors must adhere to the following specific guidelines to help ensure compliance with Applicable Laws. Except as provided below, all employees and directors must consult with and receive advance approval from the Company’s Executive Vice President and General Counsel before offering or providing government officials with gifts, entertainment, or contributions or paying for their travel expenditures.

A. GIFTS TO GOVERNMENT OFFICIALS:

  1. Before a gift may be provided to a government official, written approval from the Company’s Executive Vice President and General Counsel must be obtained.
  2. For guidance, a gift will generally be approved if all of the following conditions are satisfied: (i) the value of the gift is less than $100; (ii) the gift is imprinted with the Company’s logo; (iii) the gift is given infrequently; and (iv) the gift does not violate local law, the Company’s Code of Ethics and Business Conduct, or other Company policy.
  3. Other proposed gifts may be approved as well but the approval will depend on the particular facts and circumstances relating to the proposed gift.

B. ENTERTAINMENT AND TRAVEL EXPENDITURES FOR GOVERNMENT OFFICIALS:

  1. In general, the Company does not provide entertainment or travel expenditures for government officials.
  2. Accordingly, if an employee or director seeks to provide entertainment to government officials or make travel expenditures on behalf of government officials, the employee or director must obtain advance written approval from the Company’s Executive Vice President and General Counsel.

C. CHARITABLE AND POLITICAL CONTRIBUTIONS TO ENTITIES OUTSIDE THE U.S.:

  1. No contributions may be made by, for, or on behalf of the Company, to any non-U.S. recipient without the advance written approval of the Company’s Executive Vice President and General Counsel. An employee or director seeking approval for a Contribution must provide the Company’s Executive Vice President and General Counsel all relevant information regarding the proposed contribution, including disclosing whether there is any potential conflict of interest in making the contribution.
  2. When the Company’s Executive Vice President and General Counsel considers whether a contribution is appropriate, the following requirements will be taken into account:
  • Contributions should never be in cash or paid to the personal account of a named individual but only directly (i.e., not through third parties) to the account of the recipient entity to which the contribution shall be made;
  • Payments made to the recipient entity through third parties are generally not permitted and will require clear and appropriate justification for review by the Company’s Executive Vice President and General Counsel;
  • Contributions shall not be tied, or give the appearance of being tied, to the execution of a business transaction or governmental action;
  • Contributions must be documented in writing and the Company must receive a receipt or other documentation from the recipient entity reflecting the contribution;
  • If a contribution from the Company is requested by an employee or director in relation to a charitable event, a representative of the Company must be directly participating in the event, unless advance written approval is given by the Company’s Executive Vice President and General Counsel;
  • This Policy does not apply to contributions within the United States or to an employee’s or director’s personal charitable donations or political contributions.

V. THIRD PARTY RISKS AND DUE DILIGENCE REQUIREMENTS

As described above, the Company and its employees and directors can be held liable for the actions of third parties who interact with government officials on the Company’s behalf. Third parties include consultants, brokers, developers, marketing firms, law firms, and any other intermediaries who interact with government officials on behalf of the Company.

Employees and directors should pay particular attention to warning signs or “red flags” of increased corruption risk when dealing with third parties who act on the Company’s behalf. These include the following:

  • The third party conducts business in a country that has a reputation for corruption;
  • The third party provides inadequate documentation to support its work or refuses to provide documentation of its work;
  • The third party requests that the transaction be recorded inaccurately or not at all in the Company’s books and records;
  • The third party requests payments in cash or “off the books;”
  • There is a sudden and significant increase in the amount of fees or commissions the third party charges for services provided to the Company;
  • The third party requests that payments from the Company be sent to an unidentified party acting on the third party’s behalf;
  • The third party requests lump sum payments for services or “success” fees; and,
  • The third party has a personal or business relationship with a government official with whom the third party is interacting on behalf of the Company.

To mitigate against these risks, the Company shall observe the following requirements when using, hiring, or retaining such third parties to interact with government officials:

A. DUE DILIGENCE IN HIRING THIRD PARTIES:

The Company will hire only qualified, reputable third parties to act on its behalf with government officials after they have passed the Company’s due diligence and approval procedures. The Company may require third parties to adhere to this Policy and/or agree to contractual requirements to ensure their compliance with Applicable Laws.

B. DUE DILIGENCE IN MONITORING THIRD PARTY PERFORMANCE:

The Company will monitor its third party relationships according to the risk they present, if any, to ensure compliance with all Applicable Laws.

VI. UNDERSTANDING COMMERCIAL BRIBERY RISKS

Gifts and entertainment are appropriate when they are intended to promote successful working relationships and goodwill with persons or companies with which the Company maintains or may establish a business relationship. Employees and directors should use good judgment and decline to provide or accept anything of value if it is, or could appear to be, lavish, excessive, frequent, or create a conflict of interest or the appearance of a conflict of interest. The following conduct is prohibited:

  • Employees and directors may not directly or indirectly give, offer, or promise money or anything of value to any representative or employee of a private commercial entity in order to obtain improper benefit for the Company or to bring about or reward improper performance by the recipient. In other words, paying bribes to employees of private, commercial entitles while conducting business for the Company is strictly prohibited; and,
  • Employees and directors may not directly or indirectly solicit or accept money or anything of value from any representative or employee of a private commercial entity that does business with the Company or seeks to do business with the Company in return for improper benefit or improper performance. In other words, accepting bribes from employees of private commercial entities while conducting business for the Company is strictly prohibited.

If you are in doubt as to whether giving or accepting anything of value under this Section VI is permitted, you must consult the Company’s Executive Vice President and General Counsel.

VII. FINANCIAL AND ACCOUNTING CONTROLS

The Company requires that all books, records, and accounts be kept in reasonable detail to accurately, fairly, and transparently reflect all transactions and dispositions of assets. Adequate internal controls must be maintained to provide reasonable assurance that management is aware of, and directing, all transactions ethically and in compliance with Company policies. False, misleading, incomplete, inaccurate, or artificial entries in the Company’s books and records are strictly prohibited. As a publicly-traded company, the Company also has an obligation under the FCPA to record transactions involving government officials accurately and transparently in the Company’s books and records.

Employees and directors must adhere to the following specific rules at all times:

  • All accounting records, expenditures, expense reports, invoices, vouchers, gifts, business entertainment, travel expenditures, and any other business records must be accurately and reliably reported and recorded in accordance with generally accepted accounting principles and must accurately and fairly reflect the transactions and the disposition of the Company’s assets.
  • No payment may be made with the intent that the payment be for any purpose other than that described by the documents supporting the payments.
  • No false, artificial, or misleading entries may be made in the books and records of the Company for any reason. This also includes omitting, falsifying, or disguising entries; otherwise creating misleading or incomplete entries in any of the Company’s books, records or accounts; or approving or inducing such acts or entries in any books, records or accounts of any third parties with whom the Company conducts business.
  • Payments by or on behalf of the Company may be made only upon appropriate authorization and with appropriate supporting documentation.
  • No undisclosed or unrecorded funds or assets (e.g., “off-the-books” accounts) may be established or maintained for any purpose.
  • Personal funds must not be used to accomplish what is otherwise prohibited by this Policy.

VIII. REPORTING POTENTIAL VIOLATIONS / QUESTIONS REGARDING POLICY

Employees and directors have an obligation to seek guidance when they have questions under this Policy, as well as an obligation to report suspected violations of misconduct under this Policy. Reports must be made promptly and we encourage you to make them to supervisors in the first instance. However, if for any reason you prefer or feel that it is more appropriate to report directly to the Company’s Executive Vice President and General Counsel, you may do so confidentially in person, by email or telephone.

The Company has a strict policy against retaliation. Employees and directors will suffer no retribution for speaking up and reporting potential violations of this Policy. Employees have the right to report to or cooperate with any governmental, regulatory or self-regulatory agency with jurisdiction over the Company or its assets, and to make disclosures that are protected under provisions of applicable law or regulation, and nothing in this Policy precludes them from making these reports or disclosures.

APPENDIX: DEFINITIONS
TermDefinition

Anything of valueAnything of value” includes, but is not limited to, cash or cash equivalents, gifts or gift certificates, gratuities, goods, services, employment offers, loans, discounts, entertainment or tickets to events, meals or drinks, travel or lodging, political contributions, training, charitable donations, use of corporate assets (such as club memberships, hotel rooms, apartments or condos), subsidies, per diem payments, personal favors, hiring someone‘s friend or relative, sponsorships, honoraria or provision of any other asset that is valuable to the giver or the receiver, even if of modest value

BribeA “bribe” can be in the form of cash, cash equivalents (like gift cards), gifts or gratuities, entertainment, travel expenses, forgiveness of a debt, rebates, excessive commissions, kickbacks, allowances, political or charitable contributions, jobs, sponsorship, lobbying, or anything else of value.

ContributionsCharitable or political
contributions, donations, or sponsorships, whether cash or “in kind”.

EntertainmentEntertainment” includes activities such as meals and tickets to cultural and sporting events. If employees or directors do not attend the meals or events with the recipient, the event is not considered entertainment but rather a gift.

Facilitation PaymentsFacilitation payments,” otherwise known as “grease payments,” are payments to government officials, involving a small amount of money, made to secure or expedite the performance of routine action that the government official ordinarily and commonly performs and to which the payer is entitled. Examples of facilitation payments include payments to government officials to secure or expedite the following: (1) obtaining permits and licenses; (2) processing governmental papers, such as visas and work orders; (3) scheduling inspections associated with contract performance or compliance with regulations; (4) providing general utilities, such as phone service, power and water supply; (5) obtaining customs clearance; and (6) receiving payment of a debt that is owed.

GiftA “gift” may include but is not limited to beverages, packaged food, promotional items, recreation (including golf course and tennis court fees), and tickets to cultural and sporting events that are not attended by an employee or director.

Government EntityThe term “government entity” refers to any local, state, or federal government agency, political party, public international organization (e.g., World Bank, World Health Organization, United Nations, and the International Monetary Fund), or any instrumentality of the government, including any entities owned or controlled in whole or part by a government, such as government-owned or controlled hospitals and assisted living facilities.

Government OfficialThe term “government official” is very broad, and includes the following:

  • any officer or employee of a government, or any department, agency, or instrumentality of a government, regardless of rank or seniority, including elected officials;
  • any private person acting in an official capacity, even temporarily, for or on behalf of a government or any department, agency, or instrumentality of a government (such as a consultant retained by a government entity);
  • any officer or employee of a company or business owned in whole or in part by a government (a state-owned enterprise);
  • any officer or employee of a public international organization such as the World Bank, the United Nations, or the Red Cross;
  • candidates for political office at any level; and,
  • any officer or employee of a political party, or any person acting in an official capacity on behalf of a political party.

Travel ExpendituresTravel Expenditures” refers to the payment or reimbursement of airline and train tickets, rental cars, gas, lodging, meals during the time of travel and any other expenses incurred during the time of travel.

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POLITICAL SPENDING POLICY

NNN REIT, Inc. (the “Company”) is committed to ethical business conduct and expects its directors, officers, associates, and agents to act with integrity and to conduct themselves and the Company’s business in a way that protects its reputation for fairness and honesty in all matters. Consistent with these principles, the Company has established this Policy on Company Political Spending (this “Policy”) to memorialize its policies with respect to political contributions by the Company.

In accordance with the foregoing, the Company shall not:

  • contribute to or make expenditures on behalf of any federal, state or local candidates for election;
  • contribute to or make expenditures on behalf of political parties;
  • contribute to or make expenditures on behalf of political committees or other political entities organized and operating under 26 U.S.C. Sec. 527 of the Internal Revenue Code; or,
  • donate Company time, resources, products or services to any of the foregoing.

For purposes of this Policy, each of the foregoing shall constitute “Company Political Spending”.

The Company and/or its associates may belong to trade associations and similar organizations that are engaged in or that the Company anticipates may engage in lobbying or political spending (e.g. Nareit, ICSC and similar organizations). Any amounts spent by such trade associations or similar groups on lobbying or political spending shall not be attributed to the Company.

The Governance and Nominating Committee of the Board of Directors shall receive an annual confirmation from management confirming the Company’s compliance with this policy.

Personal, non-corporate contributions and expenses are not affected by this Policy. Under no circumstances shall an associate attribute any personal contribution or support to his/her employment with the Company or be reimbursed directly or through compensation increases for personal political contributions or expenses.

The Company will not pressure or coerce associates to make personal political expenditures or take any retaliatory action against associates who do not.

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EQUAL EMPLOYMENT OPPORTUNITY

It is the policy of NNN to grant Equal Employment Opportunities to all qualified persons without regard to race, color, sex, religion, creed, age, national origin, ancestry, citizenship status, marital status, physical or mental disability, sexual orientation, veteran’s status, genetic information, or any other conditions or identifications against which discrimination is prohibited by applicable federal, state, or local laws.  We provide equal opportunities in employment, training, promotions, wages, benefits and all other privileges, terms and conditions of employment.

We will endeavor to make a reasonable accommodation to the known physical or mental limitations of qualified employees with disabilities unless the accommodation would impose an undue hardship on the operation of our business.  Additionally, we respect the sincerely held religious beliefs and practices of all employees and will endeavor to make a reasonable accommodation if those sincerely held religious beliefs or practices conflict with an employee’s job unless the accommodation would impose an undue hardship on the operation of our business.

Employees with questions or concerns about equal employment opportunities in the workplace are encouraged to bring these issues to the attention of Human Resources.  We will not allow any form of retaliation against employees who raise issues of equal employment opportunity in good faith.  To ensure our workplace is free of artificial barriers, violation of this policy may result in disciplinary action, up to and including discharge.

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SEXUAL HARASSMENT

It is the policy of NNN REIT to prohibit sexual harassment of one associate by another associate, supervisor or third party. Unwelcome sexual advances or other instances of verbal or physical conduct of a sexual nature are prohibited under this policy if: (1) if submission to such conduct is either explicitly or implicitly made a term or work condition of employment, or a basis for any employment decision affecting the individual, otherwise known as quid pro quo or (2) if such behavior creates a hostile or offensive environment.

Conduct considered as sexual harassment may include, but is not limited to:

  • Verbal statements or physical conduct of a sexual nature
  • Unwelcome sexual advance or proposition for flirtations
  • Comments about an individual’s body, or language used to describe an individual
  • Sexually-related comments, and depending upon the circumstances, improper conduct also can include sexual joking;
  • Display in the work place of sexual, suggestive or explicit objects or pictures
  • Verbal or physical conduct of a sexual nature, such as uninvited touching of a sexual nature;
  • Vulgar or offensive conversation or jokes;
  • Conversation about an employee’s or someone else’s sex life; or
  • Teasing or other conduct directed toward a person because of his or her sex or gender which is sufficiently severe or pervasive to create an unprofessional and hostile working environment.

The Company considers sexual harassment a serious matter; all reported incidents will be investigated as the Company deems appropriate. Employees are required to cooperate in all investigations.  If the Company finds that an associate has violated this policy, he or she will be subject to discipline up to and including termination. If the Company finds that a third party has violated this policy, appropriate steps will be taken to monitor subsequent compliance with the policy.

Supervisors charged with the responsibility to investigate each alleged instance of sexual harassment shall make every effort to assure that complaints of harassment are resolved promptly and confidentially (though confidentiality cannot be guaranteed). In addition, the Company will not allow any form of retaliation against individuals who report unwelcome conduct to management in good faith or who cooperate in the investigations of such reports in accordance with this policy.  Employees who make complaints in bad faith may be subject to disciplinary action, up to and including discharge.

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PROHIBITION AGAINST ALL OTHER HARASSMENT

Our commitment to Equal Employment Opportunity includes opposition to all forms of intentional and unintentional harassment on the basis of race, color, religion, creed, age, national origin, ancestry, citizenship status, marital status, physical or mental disability, AIDS/HIV, sexual orientation, veteran’s status, genetic information, sickle cell trait, or any other conditions or identifications against which discrimination is prohibited by applicable federal, state, or local laws (“protected characteristics”). As part of this commitment, NNN REIT requires that all associates have a clear understanding of their individual responsibilities in meeting the Company’s standards of professionalism. NNN REIT maintains a zero tolerance policy prohibiting harassment. Everyone is held accountable for the manner in which they communicate. Therefore, it is the responsibility of each associate to ensure that the Company is free of any intentional and unintentional harassment.

Any associate who believes they have been subjected to harassment is encouraged to report such incidents to his or her supervisor, department head or a Human Resource representative.  You can be assured your disclosure will be treated with confidence, though confidentiality cannot be guaranteed, and that all reported incidents will be investigated as the Company deems appropriate. Employees are required to cooperate in all investigations.  If the Company finds that an associate has violated this policy he or she will be subject to discipline up to and including termination.  In addition, the Company will not allow any form of retaliation against individuals who report unwelcome conduct to management in good faith or who cooperate in the investigations of such reports in accordance with this policy.  Employees who make complaints in bad faith may be subject to disciplinary action, up to and including discharge.

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DOMESTIC VIOLENCE LEAVE

Associates may be granted up to 3 days of leave in any 12-month period if the employee or a family or household member of an employee is the victim of domestic violence or sexual assault.  This leave may be used to:

  • Seek an injunction for protection against domestic violence or an injunction for protection in cases of repeat violence, dating violence, or sexual violence;
  • Obtain medical care or mental health counseling, or both, for the employee or a family or household member to address physical or psychological injuries resulting from the act of domestic violence or sexual assault;
  • Obtain services from a victim-services organization, including, but not limited to, a domestic violence shelter or program or a rape crisis center as a result of the act of domestic violence or sexual assault;
  • Make your home secure from the perpetrator of the domestic violence or sexual assault or to seek new housing to escape the perpetrator; or
  • Seek legal assistance in addressing issues arising from the act of domestic violence or sexual assault or to attend and prepare for court related proceedings arising from the act of domestic violence or sexual assault.

Except in cases of imminent danger to the health or safety of you or your family or household member, you must provide appropriate advance notice of the need for leave along with sufficient documentation of the act of domestic violence or sexual assault. This documentation may include copies of restraining orders, police reports, orders to appear in court, etc.

Associates have the option of using accrued days in their Extended Leave Bank (ELB) to cover leave under this policy.

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FAMILY MEDICAL LEAVE

NNN REIT, Inc. offers eligible associates family and medical leaves pursuant to the provisions of the Family Medical Leave Act (FMLA).

General Provisions

Under this policy, NNN REIT, Inc. will grant up to 12 weeks of leave for certain qualifying events described in this policy (or up to 26 weeks of military caregiver leave to care for a covered service member with a serious injury or illness) during a 12-month period to eligible employees. The leave may be paid, unpaid or a combination of paid and unpaid leave, depending on the circumstances of the leave and as specified in this policy.

Eligibility

To qualify to take family or medical leave under this policy, the employee must meet all of the following conditions:

  1. The employee must have worked for the company for 12 months or 52 weeks. The 12 months or 52 weeks need not have been consecutive. Separate periods of employment will be counted, provided that the break in service does not exceed seven years.
  2. The employee must have worked at least 1,250 hours during the 12-month period immediately before the date when the leave is requested to commence. Time spent on paid or unpaid leave is not counted in determining the 1,250 hours eligibility test.
  3. The employee must work in a worksite where 50 or more employees are employed by the company within 75 miles of that office or worksite. The distance is to be calculated by using available transportation by the most direct route.

Type of Leave Covered

To qualify as FMLA leave under this policy, the employee must be taking leave for one of the reasons listed below:

  1. The birth of a child and in order to care for that child.
  2. The placement of a child for adoption or foster care and to care for the newly placed child.
  3. To care for a spouse, child or parent with a serious health condition (described below).
  4. The employee’s own serious health condition (described below).
    1. A serious health condition is an illness, injury, impairment or physical or mental condition that involves either an overnight stay in a medical care facility, or continuing treatment by a health care provider for a condition that either prevents the employee from performing the functions of the employee’s job, or prevents the qualified family member from participating in school or other daily activities.  Subject to certain conditions, the continuing treatment requirement may be met by a period of incapacity of more than 3 consecutive calendar days combined with at least two visits to a health care provider or one visit and a regimen of continuing treatment, or incapacity due to pregnancy, or incapacity due to a chronic condition. Employees with chronic serious health conditions requiring periodic treatment must visit their health care provider at least twice a year.If an FMLA eligible employee takes paid sick leave for a condition that progresses into a serious health condition and the employee requests unpaid leave as provided under this policy, the company may designate all or some portion of the prior related leave as FMLA leave, to the extent that the earlier leave meets the necessary qualifications.Employees with general questions about what illnesses may be covered under this FMLA policy are encouraged to consult with Human Resources.
  5. Qualifying exigency leave for families of members of the Reserves component of the Armed Forces for deployment to a foreign country in support of a contingency operation or Regular Armed Forces for deployment to a foreign country.
    1. An employee whose spouse, son, daughter or parent either has been notified of an impending call or order to active military duty or who is already on active duty may take up to 12 weeks of leave for reasons related to or affected by the family member’s call-up or service. The qualifying exigency must be one of the following: 1) short-notice deployment, 2) military events and activities, 3) child care and school activities, 4) financial and legal arrangements, 5) counseling, 6) rest and recuperation, 7) post-deployment activities and 8) additional activities that arise out of active duty, provided that the employer and employee agree, including agreement on timing and duration of the leave.The leave may commence as soon as the individual receives the call-up notice. This type of leave would be counted toward the employee’s 12-week maximum of FMLA leave in a 12-month period.
  6. Military caregiver leave (also known as covered service member leave) to care for an ill or injured service member.
    1. This leave may extend to up to 26 weeks in a single12-month period for an employee to care for a spouse, son, daughter, parent or next of kin covered service member or covered veteran with a serious illness or injury incurred. Next of kin is defined as the closest blood relative (other than the spouse, son, daughter or parent) of the injured or recovering service member in the following order of priority: a blood relative specifically designated in writing by the service member as next of kin for purposes of FMLA military caregiver leave; blood relatives granted legal custody of the service member; brothers and sisters; grandparents; aunts and uncles; and first cousins.

Amount of Leave

An eligible employee can take up to 12 weeks for the FMLA circumstances identified in (1) through (5) above during a 12-month period. The company will measure the 12-month period as a rolling 12-month period measured backward from the date an employee uses any leave under this policy. Each time an employee takes leave, the company will compute the amount of leave the employee has taken under this policy in the preceding 12 months and subtract it from the 12 weeks of available leave, and the balance remaining is the amount the employee is entitled to take at that time.

An eligible employee can take up to 26 weeks for the FMLA circumstance identified in (6) above (military caregiver leave) during a single 12-month period. For this military caregiver leave, the company will measure the 12-month period as a rolling 12-month period measured forward from the first day an eligible employee takes military caregiver leave. FMLA leave taken for other FMLA circumstances during the 12-month leave period will be deducted from the total of 26 weeks available.

If a husband and wife both work for the company and each wishes to take leave for the birth of a child, adoption or placement of a child in foster care, or to care for a parent (but not a parent “in-law”) with a serious health condition, the husband and wife may only take a combined total of 12 weeks of leave for these reasons. Leave for birth, adoption or foster care of a child must be taken within one year of the birth or placement of the child. If a husband and wife both work for the company and each wishes to take leave to care for a covered service member, the husband and wife may only take a combined total of 26 weeks of military caregiver leave.

Employee Status and Benefits during Leave

While an employee is on FMLA leave, the company will continue the employee’s health benefits during the leave period at the same level and under the same conditions as if the employee had continued to work.

Employee Status after Leave

An employee who takes leave under this policy must provide a fitness for duty (FFD) clearance from the health care provider. This requirement will be included in the employer’s response to the FMLA request. Generally, an employee who takes FMLA leave will be able to return to the same position or a position with equivalent status, pay, benefits and other employment terms. The company may choose to exempt certain key employees from this requirement and not return them to the same or similar position.  The highest paid 10% of employees are not guaranteed reinstatement if reinstatement will cost the company economic injury.  In such cases, the company will notify the associate as soon as the determination is made that the reinstatement is not available.

Intermittent Leave or a Reduced Work Schedule

The employee may take FMLA leave in consecutive days or weeks, may use the leave intermittently (for example, take a day periodically when needed over the 12 month period) or, under certain circumstances, may use the leave to reduce the employee’s workweek or workday, resulting in a reduced hour schedule. In all cases, the leave may not exceed a total of 12 workweeks in a 12-month period (or 26 workweeks to care for an injured or ill service member over a 12-month period.

If you are injured while at work, you may be eligible to receive certain benefits under the Workers’ Compensation policy carried on all associates.  Accidental injuries which occur during working hours or conditions caused by work activities are covered under our Workers’ Compensation policy.  Insurance provides for the payment of medical expenses and weekly compensation payments during the period of an employee’s work-related injury or illness.

If you become injured on the job, you must report it immediately to your supervisor so that we may provide you with the proper medical attention and ensure that your Workers’ Compensation claim is filed properly and timely.

All employees also may be entitled to receive statutory short-term disability payments for non-occupational injuries or illnesses depending on their work location.

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BEREAVEMENT LEAVE

In the event of a death of a relative (spouse, child, mother, father, grandmother, grandfather, sister, brother, father‑in‑law, mother‑in‑law, sister‑in‑law, brother‑in‑law) three days paid bereavement leave will be given to benefit-eligible employees. Bereavement leave is paid at the employee’s base rate of pay at the time of absence for the number of hours the employee otherwise would have worked that day.

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PARENTAL LEAVE

NNN has always nurtured a family culture. As part of our goal to have all associates maintain a healthy work-life balance, we offer a Parental Leave Policy that allows parents with a newly born or adopted child to receive 100% of their regular pay for up to four weeks. Full details of the policy are outlined here.

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BEREAVEMENT LEAVE

In the event of a death of a relative (spouse, child, mother, father, grandmother, grandfather, sister, brother, father‑in‑law, mother‑in‑law, sister‑in‑law, brother‑in‑law) three days paid bereavement leave will be given to benefit-eligible employees. Bereavement leave is paid at the employee’s base rate of pay at the time of absence for the number of hours the employee otherwise would have worked that day.

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MILITARY LEAVE

Employees who are called into active military service or who enlist in the uniformed services are eligible to receive an unpaid military leave of absence in accordance with applicable federal and state laws.  An associate called to active military duty may be eligible for re-employment in his former job or position of like status and pay.

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JURY DUTY

As citizens, we are subject to being called for jury duty at any time.  As soon as you receive a summons to serve on a jury, please inform your supervisor so that they can arrange for your duties to be handled accordingly.  Certification of jury duty service must be presented to Human Resources.  If you report for jury duty and then are excused, you are expected to return to work.  Regular full-time associates will be eligible to be paid during jury duty service for a reasonable length of time (generally up to five days, however jury service of longer durations will be handled on a case-by-case basis).

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EDUCATIONAL ASSISTANCE

We encourage you to become more proficient in our field of business; therefore, on a limited basis NNN may reimburse eligible associates for the cost of tuition for approved courses or schools directly related to their job, provided they successfully complete and make a grade equivalent to a C or above. Regular, full-time associates are eligible after they have completed 6 months of service. Tuition reimbursement (including tuition and books) is limited to a calendar year maximum of $3,000.

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EMPLOYEE ASSISTANCE PROGRAM

All associates may receive confidential professional assistance in resolving personal, financial, legal work related, and family matters.  This service is provided at no charge, and is available to associates 24 hours a day, 7 days a week and may be used by any member of the associate’s household.  This assistance is currently offered through Cigna HealthCare.

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ADOPTION ASSISTANCE PROGRAM

NNN offers eligible associate’s financial assistance with part of the expenses involved in the adoption of a child.  Regular, full-time associates who meet the eligibility criteria below are eligible to receive up to $2,000 for eligible adoption related expenses per child adopted (up to two per year).  The child must be under 18 on the date that custody is effective.

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PTO and ELB DONATION BANK

The PTO & ELB Donation Bank establishes a means for employees to voluntarily transfer earned Paid Time Off (PTO) and/or Extended Leave Bank (ELB) hours to an anonymous qualifying employee(s) who is on an approved Family Medical Leave and unable to work due to a serious health condition as defined under the Family & Medical Leave Act (FMLA), with certain exceptions.

Receipt of donated PTO/ELB hours is intended to provide some level of income protection when an eligible employee will be absent from work for a prolonged period of time. The identity of all recipients will be kept confidential.

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ACCOMMODATION TO EXPRESS BREAST MILK

The Company provides a reasonable amount of break time to accommodate an employee desiring to express breast milk for the employee’s infant child, to the extent required by and in accordance with applicable law. The Company makes reasonable efforts to provide an employee with the use of a room or location other than a bathroom to express milk in private.  This location may be the employee’s private office, if applicable.

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We train our associates annually to ensure an understanding of and compliance with the following policies: (i) Anti-Corruption Policy; (ii) Code of Business Conduct, and (iii) Human Rights Policy.