Code of Ethics & Business Conduct Purpose The principles of fair dealing and ethical conduct of our employees serve as the foundation for the successful business operation and reputation of Ideal Aerosmith. Our reputation for integrity and excellence requires careful observance of the spirit and letter of all applicable laws and regulations, as well as a scrupulous regard for the highest standards of conduct and personal integrity. Every employee must comply with this Code of Ethics and Business Conduct. Set Tone at the Top Management has the added responsibility for demonstrating, through their actions, the importance of this Code. In any business, ethical behavior does not simply happen; it is the product of clear and direct communication of behavioral expectations, modeled from the top and demonstrated by example. Again, our actions are what ultimately matters. Build Trust and Credibility The success of our business is dependent on the trust and confidence we earn from our employees, customers and shareholders. We gain credibility by adhering to our commitments, displaying honesty and integrity, and reaching company goals solely through honorable conduct. It is easy to say what we must do, but the proof is in our actions. Ultimately, we will be judged on what we do. When considering any action, it is wise to ask: Will this build trust and credibility for Ideal Aerosmith? Will it help create a working environment in which Ideal Aerosmith can succeed over the long term? Is the commitment I am making one I can follow through with? The only way we will maximize trust and credibility is by answering “yes” to those questions and by working every day to build our trust and credibility with our employees, customers and the community. Although Ideal’s guiding principles cannot address every issue or provide answers to every dilemma, they can define the spirit in which we intend to do business and should guide us in our daily conduct. Respect for the Individual We all deserve to work in an environment where we are treated with dignity and respect. Ideal Aerosmith is committed to creating such an environment because it brings out the full potential in each of us, which, in turn, contributes directly to our business success. We cannot afford to let anyone’s talents go to waste. Ideal Aerosmith is an equal employment/affirmative action employer and is committed to providing a workplace that is free of discriminatory abusive, offensive or harassing behavior. Any employee who feels harassed or discriminated against should report the incident to his or her manager or to human resources. Culture of Open and Honest Communication At Ideal everyone should feel comfortable to speak his or her mind, particularly with respect to ethics concerns. Managers have a responsibility to create an open and supportive environment where employees feel comfortable raising such questions. We all benefit tremendously when employees exercise their power to prevent mistakes or wrongdoing by asking the right questions at the right times. Ideal Aerosmith will investigate all reported instances of questionable or unethical behavior. In every instance where improper behavior is found to have occurred, the company will take appropriate action. We will not tolerate retaliation against employees who in good faith raise ethics concerns based upon a reasonable belief of violations or wrongdoing. Protection of Whistleblowers The whistleblower protection laws protect federal employees and employees of a contractor, subcontractor, grantee, subgrantee or personal services contractor from reprisal from their employer for disclosing information that the employee reasonably believes is evidence of: Gross mismanagement of a Federal contract or grant, Gross waste of Federal Funds An abuse of authority relating to a Federal contract or grant A substantial and specific danger to public health or safety, or A violation of law, rule, or regulation related to a Federal contract or grant It is the policy of Ideal Aerosmith to specifically prohibit retaliation, discrimination or harassment against any of its employees who disclose or report wrongdoing based upon their reasonable beliefs. This prohibition of retaliation, discrimination and harassment also extends to employees of Ideal Aerosmith’s subcontractors, subgrantees and personal services contractors. Furthermore, Ideal Aerosmith prohibits any requirement for employees, subcontractors, subgrantees and personal services contractors to sign non-disclosure or confidentiality agreements which would prohibit them in any way from reporting waste, fraud, or abuse related to the performance of a government contract. A “whistleblower” is a person, usually an employee, who exposes information or activity within a private, public, or government organization that is deemed illegal, illicit, unsafe, or a waste, fraud, or abuse of taxpayer funds. A “reasonable belief ” generally means that a disinterested observer with knowledge of the essential facts known to and readily ascertainable by the employee or applicant can reasonably conclude that the actions of the agency official evidenced such violation, mismanagement, waste, abuse, or danger. This standard excludes rumors, speculation, and nonspecific allegations (e.g., harassment). Whistleblower statutes contain strong protections against retaliation and punishing of whistleblowers by suspension, firing, demoting, or taking adverse actions against them. If an employee has knowledge or a concern that illegal or dishonest fraudulent activity, gross waste or mismanagement of funds or abuse of authority have occurred or of the existence of a substantial and specific danger to public safety or health, the employee should immediately contact the Ideal Aerosmith Compliance Officer. Disclosures may also be made to a person or entity that is authorized to receive them, such as: A management official or other employee of the contractor, subcontractor, or grantee who has the responsibility to investigate, discover, or address misconduct. A federal employee responsible for contract or grant oversight or management at the relevant agency, An Inspector General An authorized official of the Department of Justice or other Law enforcement agency, A court or grand jury, A member of Congress or a representative of a committee of Congress The Government Accountability Office Uphold the Law Ideal’s commitment to integrity begins with complying with laws, rules and regulations where we do business. Further, each of us must have an understanding of the company policies, laws, rules and regulations that apply to our specific roles. If we are unsure of whether a contemplated action is permitted by law or Ideal Aerosmith policy, we should seek the advice from the resource expert. We are responsible for preventing violations of law and for speaking up if we see possible violations. Competition We are dedicated to ethical, fair and vigorous competition. We will sell Ideal products and services based on their merit, superior quality, functionality and competitive pricing. We will make independent pricing and marketing decisions and will not improperly cooperate or coordinate our activities with our competitors. We will not offer or solicit improper payments or gratuities in connection with the purchase of goods or services for Ideal or the sales of its products or services, nor will we engage or assist in unlawful boycotts of particular customers. Avoid Conflicts of Interest Conflicts of Interest Employees have an obligation to conduct business within guidelines that prohibit actual or potential conflicts of interest. This policy establishes only the framework within which the Company wishes the business to operate. These guidelines provide general direction, so employees can seek further clarification on issues related to the subject of acceptable standards of operation. An actual or potential conflict of interest occurs when an employee is in a position to influence a decision that may result in a personal gain for that employee or for a relative as a result of the Company’s business dealings. For the purposes of this policy, a relative is any person related by blood or marriage, or whose relationship with the employee is similar to persons related by blood or marriage. No “presumption of guilt” is created by the mere existence of a relationship with outside firms. However, if an employee can influence transactions involving purchases, contracts, or leases, the employee must disclose as soon as possible to the Company Compliance Officer the existence of any actual or potential conflict of interest, so safeguards can be established to protect all parties. Personal gain may result not only in cases where an employee or relative has a significant ownership in a firm with which the Company does business, but also when an employee or relative receives any kickback, bribe, substantial gift, or special consideration as a result of any transaction or business dealings involving the Company or to become associated with any activity competing with the Company. We must avoid any relationship or activity that might impair, or even appear to impair, our ability to make objective and fair decisions when performing our jobs. At times, we may be faced with situations where the business actions we take on behalf of Ideal may conflict with our own personal or family interests because of the course of action that is best for us personally may not also be the best course of action for Ideal. We owe a duty to Ideal to advance its legitimate interests when the opportunity to do so arises. We must never use Ideal property or information for personal gain or personally take for ourselves any opportunity that is discovered through our position with Ideal. Here is a non-exhaustive list of some ways in which conflicts of interest could arise: Being employed (you or a close family member) by, or serving as a consultant to, a competitor or potential competitor, supplier or contractor, regardless of the nature of the employment, while you also are employed with Ideal. Hiring or supervising family members or closely related persons. Serving as a board member for an outside commercial company or organization. Owning or having a substantial interest in a competitor, supplier or contractor. Having a personal interest, financial interest or potential gain in any Ideal transaction, or otherwise profiting personally through commissions, loans, expense reimbursements or other payments from any organization seeking to do business with Ideal Aerosmith. Placing company business with a firm owned or controlled by an Ideal employee or his or her family. Accepting gifts, discounts, favors or services from a customer/potential customer, competitor or supplier, unless equally available to all Ideal employees. Determining whether a conflict of interest exists is not always easy to do. Employees with a conflict of interest question should seek advice from management. Before engaging in any activity, transaction or relationship that might give rise to a conflict of interest, employees must seek review from their managers or the Compliance Information. If you have any questions or need further information about conflicts of interest, contact the Compliance Officer. Gifts, Gratuities and Business Courtesies Ideal is committed to competing solely on the merit of our products and services. We should avoid any actions that create a perception that favorable treatment of outside entities by Ideal was sought, received or given in exchange for personal business courtesies. Business courtesies include gifts, gratuities, meals, refreshments, entertainment or other benefits from persons or companies with whom Ideal does or may do business. We will neither give nor accept business courtesies that constitute, or could reasonably be perceived as constituting, unfair business inducements that would violate law, regulation or polices of Ideal or customers, or would cause embarrassment or reflect negatively on Ideal’s reputation. Employees may accept unsolicited gifts, other than money, that conform to the reasonable ethical practices of the marketplace, such as flowers, fruit baskets and other modest presents that commemorate a special occasion, or gifts of nominal value, such as calendars, pens, mugs, caps and t-shirts (or other novelty, advertising or promotional items). Gifts, gratuities or business courtesies of any kind are strictly prohibited unless they have a market value of $20 or less per occasion, not to exceed a total of $50.00 in a calendar year. These same limitations and criteria apply with regard to meals, refreshments, entertainment and similar business courtesies. Any employee who offers a business courtesy must assure that it cannot reasonably be interpreted as an attempt to gain an unfair business advantage or otherwise reflect negatively upon Ideal. An employee may never use personal funds or resources to do something that cannot be done with Ideal resources. Accounting for business courtesies must be done in accordance with approved company procedures. Other than to our government customers, for whom special rules apply, we may provide nonmonetary gifts (i.e., company logo apparel or similar promotional items) to our customers. Further, management may approve other courtesies, including meals, refreshments or entertainment of reasonable value, provided that: The practice does not violate any law or regulation or the standards of conduct of the recipient’s organization. The business courtesy is consistent with industry practice, is infrequent in nature and is not lavish. The business courtesy is properly reflected on the books and records of Ideal. They are not inappropriately lavish or excessive. The courtesies are not frequent and do not reflect a pattern of frequent acceptance of courtesies from the same person or entity. The courtesy does not create the appearance of an attempt to influence business decisions, such as accepting courtesies or entertainment from a supplier whose contract is expiring in the near future. The employee accepting the business courtesy would not feel uncomfortable discussing the courtesy with his or her manger or co-worker or having the courtesies known by the public. Employees who award contracts or who can influence the allocation of business, who create specifications that result in the placement of business or who participate in negotiation of contracts must be particularly careful to avoid actions that create the appearance of favoritism or that may adversely affect the company’s reputation for impartiality and fair dealing. The prudent course is to refuse a courtesy from a supplier when Ideal is involved in choosing or reconfirming a supplier or under circumstances that would create an impression that offering courtesies is the way to obtain Ideal business. Bribes, Kickbacks and Payoffs The Anti-Kickback Act of 1986 forbids prime contractors and their suppliers from offering, soliciting, providing or accepting any favor or gift, money, or anything of value for the purpose of obtaining or rewarding favorable treatment in connection with the U.S. Government prime contracts and their subcontracts/purchase orders. In compliance with this Act, the Company prohibits the giving of gifts or entertainment not only to its customers, but also to any potential customers, unless they are modest and in compliance with the above referenced guidelines on gifts, gratuities and business courtesies, such as promotional items of nominal value as described above. Ideal will strictly monitor and enforce all activities for compliance with the Anti-Kickback Act. Anti-Trust Laws Ideal abides by applicable anti-trust laws whenever forming an alliance or team. The Company and its employees are prohibited from entering into an agreement with competitors to fix or control prices; to boycott specified suppliers or customers; to allocate customers or territories; to limit production or sale of products or product lines for anticompetitive purposes, or other anticompetitive behavior. Employees involved in any dealings with competitors should never engage in anticompetitive discussions, or if approached to enter such discussions, must report the matter to the Compliance Officer. Marketing Procedures Ideal will not engage in unethical or illegal activities to win a contract. Contract proposals will be realistic in all aspects of cost, performance and schedules. Marketing practices will emphasize the quality on which the Company has built its reputation. Activities that could cause embarrassment to the Company, its employees, or its customers will not be tolerated. Only legal and ethical methods will be used to maintain markets for the Company’s services and to obtain additional business. Employment of Former DoD Employees Ideal will not hire individuals who fall under the provisions of the Procurement Integrity Act: 41 U.S.C. Section 432 (d). This act prohibits the employment, within one (1) year of separation of service, of former DoD employees who had positions with direct and substantial responsibility for procurement functions associated with the Company’s contracts (e.g., procuring contracting officer, source selection authority, a member of a source selection evaluation board, chief of a financial or technical evaluation team, program manager, deputy program manager, administrative contracting officer). Supervisors should check with Management prior to making commitments to anyone who worked for the DoD within the last year. Set Metrics and Report Results Accurately – Promote Substance Over Form Compliance with Government Contracts In dealing with the federal government, the Company will follow accepted cost accounting standards and will observe the provisions of the Truth-In-Negotiations Act, ensuring that cost figures submitted are complete and accurate. Accurate Public Disclosures We will make certain that all disclosures made in financial reports and public documents are full, fair, accurate, timely and understandable. This obligation applies to all employees, including all financial executives, with any responsibility for the preparation for such reports, including drafting, reviewing and signing or certifying the information contained therein. No business goal of any kind is ever an excuse for misrepresenting facts or falsifying records. Employees should inform the Compliance Officer if they learn that information in any filing or public communication was untrue or misleading at the time it was made or if subsequent information would affect a similar future filing or public communication. Corporate Recordkeeping We create, retain and dispose of our company records as part of our normal course of business in compliance with all Ideal policies and guidelines, as well as all regulatory and legal requirements. All corporate records must be true, accurate and complete, and company data must be promptly and accurately entered in our books in accordance with Ideal’s accounting principles as well as in conformity with generally accepted accounting principles. We must not improperly influence, manipulate or mislead any unauthorized audit, nor interfere with any auditor engaged to perform an internal independent audit of Ideal’s books, records, processes or internal controls. Errors or possible errors or misstatements in the company’s books and records must be brought to the attention of the Compliance Officer immediately upon discovery. Timecard Reporting All employees must ensure timecards are completed accurately and all work performed must be charged to the appropriate account. Each employee must remember that a timecard is a legal document, carrying with it all ramifications of such. Deliberate mischarging of work time or timecard fraud violates Company policy and the law. Knowingly charging an unauthorized account or cost objective, or knowingly approving such mischarging, or shifting costs to an improper account is prohibited. Expense Reports Expenses properly incurred while performing Company business must be documented accurately and completely on expense reports. The expense report must clearly distinguish between Company and personal travel expenses. Extreme care must be taken to ensure proper identification and accounting of charges which are not allowable or allocable to government contracts. Use of Company Resources Company resources, including time, material, equipment and information, are provided for company business use. Nonetheless, occasional personal use is permissible as long as it does not affect job performance or cause a disruption to the workplace. Employees and those who represent Ideal are trusted to behave responsibly and use good judgment to conserve company resources. Managers are responsible for the resources assigned to their departments and are empowered to resolve issues concerning their proper use. Generally, we will not use company equipment such as computers, copiers and fax machines in the conduct of an outside business or in support of any religious, political or other outside daily activity, except for company-requested support to nonprofit organizations. We will not solicit contributions nor distribute non-work related materials during work hours. In order to protect the interests of the Ideal network and our fellow employees, Ideal reserves the right to monitor or review all data and information contained on an employee’s company-issued computer or electronic device, the use of the Internet or Ideal’s intranet. We will not tolerate the use of company resources to create, access, store, print, solicit or send any materials that are discriminatory, harassing, threatening, abusive, sexually explicit or otherwise offensive or inappropriate. Questions or concerns about the proper use of company resources should be directed to the Compliance Officer. Be Loyal Confidential and Proprietary Information Integral to Ideal’s business success is our protection of confidential company information, as well as nonpublic information entrusted to us by employees, customers and other business partners. Confidential and proprietary information includes such things as pricing and financial data, customer names/addresses or nonpublic information about other companies, including current or potential supplier and vendors. We will not disclose confidential and nonpublic information without a valid business purpose and proper authorization. Proprietary Information It is important that we respect the property rights of others. We will not acquire or seek to acquire by improper means a competitor’s trade secrets or other proprietary or confidential information. We will not engage in unauthorized use, copying, distribution or alteration of software or other intellectual property. Selective Disclosure We will not selectively disclose (whether in one-on-one or small discussions, meetings, presentations, proposals or otherwise) any material nonpublic information with respect to Ideal, its securities, business operations, plans, financial condition, results of operations or any development plan. We should be particularly vigilant when making presentations or proposals to customers to ensure that our presentations do not contain material nonpublic information. Media Inquiries Ideal is a high-profile company in our community, and from time to time, employees may be approached by reporters and other members of the media. In order to ensure that we speak with one voice and provide accurate information about the company, we should direct all media inquiries to the President. No one may issue a press release without first consulting with the President. Accountability Each of us is responsible for knowing and adhering to the values and standards set forth in this Code and for raising questions if we are uncertain about company policy. If we are concerned whether the standards are being met or are aware of violations of the Code, we must contact the Compliance Officer. Ideal takes seriously the standards set forth in the Code, and violations are cause for disciplinary action up to and including termination of employment. Ethical Behavior of Customers Ideal has established strict standards of ethical conduct for all employees. Our customers are under standards established by law, the Federal Government, or their company. These standards may not meet the high standards set by Ideal. When an employee believes that a customer is not meeting the ethical standards of conduct and business, the matter should be reported to the Company’s Compliance Officer. Implementation of the Code of Business Ethics and Conduct Policy Each employee is individually responsible for compliance with the this Business Ethics and Conduct Policy, but the Company provides resources, people and processes to answer questions and guide employees through difficult decisions and situations. Ethics Policy. Each new employee will receive an electronic copy of the Code of Business Ethics and Conduct Policy and will be required to certify that they have read and agree to comply with the Policy. At implementation, all current employees will be required to certify they have read and agree to comply with the Policy. Each employee will be required to certify that they have read and agree to comply with the Code of Business Ethics and Conduct Policy at least annually, or whenever a policy update occurs. Compliance Officer Duties. Kaylene Riskey has been designated as the “Compliance Officer.” The Compliance Officer is responsible for developing and refining the ethics program as well as overseeing, interpreting and monitoring compliance with the Code of Business Ethics and Conduct Policy. The Compliance Officer reports periodically to the appropriate management level (up to and including the President). Reporting Violations. If an employee knows of or suspects a violation of applicable law or regulations, this Policy, or any of the Company’s other policies, he or she must immediately report that information to the Compliance Officer, Kaylene Riskey at 701-757-5632 or kriskey@idealaero.com. Supervisors are responsible for informing the chain of command or Compliance Officer of any known or suspected violations. If the Compliance Officer is unavailable, employees may contact Ideal’s CEO, Greg Owens (918-813-1832; gowens@idealaero.com), or the Vice President of Corporate Services. Reports may also be made directly to the Department of Defense hotline: 800.424.9098. No employee who reports an actual or suspected violation in good faith will be subject to retaliation. Investigation of Violations. Reported violations will be promptly investigated and treated confidentially to the extent possible. It is imperative that the person reporting the violation not conduct a preliminary investigation of his or her own. Investigations of alleged violations may involve complex legal issues. Persons who act on their own may compromise the integrity of an investigation and adversely affect themselves and the Company. Enforcement. The Compliance Officer will take such action as he or she deems appropriate with respect to any employee who violates, or whose Family Member violates any provision of this Policy and will inform the President of all material violations. Any alleged violation detected by or brought to the attention of the Compliance Officer will be presented promptly to the President for consideration and for such action in his sole judgment, as he shall deem warranted. Recordkeeping. The Compliance Officer will keep records of all reports created under this Policy and of all actions taken under this Policy. All such records will be maintained in such a manner and for such periods as required under applicable Federal and state law. Condition of Employment. All employees shall conduct themselves at all times in the best interests of the Company. Compliance with this Policy shall be a condition of employment and of continued employment with the Company and conduct not in accordance with this Policy shall constitute grounds for disciplinary action, including termination of employment. This Policy is not an employment contract, nor is it intended to be an all-inclusive policy statement on the part of the Company. The Company reserves the right to provide the final interpretation of the policies it maintains and to revise those policies as deemed necessary or appropriate. It is your responsibility to report any actual or potential conflict that may exist between you (and your immediate family) and the Company. Products Services Solved It What’s New Careers Contact Terms of Service Privacy Policy Supplier Code Of Conduct © 2021 Ideal Aerosmith