2. DEFINITIONS

Code of Business Ethics and Conduct: The written statement of acceptable behavior by the Company’s officers, directors, and Employees that ensures the Company operates according to the highest ethical standards.

Code: Code of Business Ethics and Conduct.

Corporate Compliance Officer: The Company official designated by the President/CEO to be responsible for implementing and administering the Code.

Employee: The Company’s superintendents, project managers, project engineers, administrative personnel, officers, directors, and other persons authorized to act on behalf of the Company.

3. FAIR COMPETITION

Antitrust Policy

The Company is fully committed to compliance with the antitrust laws, which are designed to promote free and open competition in the marketplace. Not only does the customer benefit by getting the best product at the lowest price, but the Company also benefits by being able to compete on a fair level playing field with competitors. The antitrust laws are complex and must be complied with strictly. Routine business decisions involving prices, terms and conditions or sale, dealings with competitors, and many other matters can present problems of great sensitivity. It is therefore essential that every Employee be generally aware of the antitrust laws. Below is a general overview of the antitrust laws: The Sherman Act is the primary federal antitrust statute. The Sherman Act prohibits any agreement among Page 4 of 15 competitors to fix prices, rig bids, or engage in other anticompetitive activity. Violation of the Sherman Act is a felony punishable by a fine of up to $10 million for corporations, and a fine of up to $350,000 or three years’ imprisonment (or both) for individuals and may subject the Company and/or the individual to suspension or debarment. In addition, collusion among competitors may constitute violations of the mail or wire fraud statute, the false statements statute, or other federal felony statutes. In addition to receiving a criminal sentence, a corporation or individual convicted of a Sherman Act violation may be ordered to make restitution to the victims for all overcharges. Victims of bid-rigging and price-fixing conspiracies also may seek civil recovery of up to three times the amount of damages suffered. Most criminal antitrust prosecutions involve price fixing, bid rigging, or market division or allocation schemes (described below). Under the law, price-fixing and bid-rigging schemes are per se violations of the Sherman Act. This means that where such a collusive scheme has been established, it cannot be justified under the law by arguments or evidence that, for example, the agreed-upon prices were reasonable, the agreement was necessary to prevent or eliminate price-cutting or ruinous competition, or the conspirators were merely trying to make sure that each got a fair share of the market.

1. Price Fixing
Price-fixing is an agreement among competitors to raise, fix, or otherwise maintain the price at which their goods or services are sold. It is not necessary that the competitors agree to charge exactly the same price, or that every competitor in a given industry join the conspiracy. Price-fixing can take many forms, and any agreement that restricts price competition violates the law. Other examples of price-fixing agreements include those to (a) establish or adhere to price discounts; (b) hold prices firm; (c) eliminate or reduce discounts; (e) adopt a standard formula for computing prices; (f) maintain certain price differentials between different types, sizes, or quantities of products; (g) adhere to a minimum fee or price schedule; (h) fix credit terms; and (i) not advertise prices.

2. Bid-Rigging
Bid-rigging is the way that conspiring competitors effectively raise prices where purchasers – often federal, state, or local governments – acquire goods or services by soliciting competing bids. Essentially, competitors agree in advance who will submit the winning bid on a contract being let through the competitive bidding process. Bid-rigging also takes many forms, but bid-rigging conspiracies usually fall into one or more of the following categories:

(a) Bid Suppression: In bid suppression schemes, one or more competitors who otherwise would be expected to bid, or who have previously bid, agree to refrain from bidding or withdraw a previously submitted bid so that the designated winning Page 5 of 15 competitor’s bid will be accepted.

(b) Complementary Bidding: Complementary bidding (also known as “cover” or “courtesy” bidding) occurs when some competitors agree to submit bids that are either too high to be accepted or contain special terms that will not be acceptable to the buyer. Such bids are not intended to secure the buyer’s acceptance but are merely designed to give the appearance of genuine competitive bidding. Complementary bidding schemes are the most frequently occurring forms of bid rigging, and they defraud purchasers by creating the appearance of competition to conceal secretly inflated prices.

(c) Bid Rotation: In bid rotation schemes, all conspirators submit bids but take turns being the low bidder. The terms of the rotation may vary; for example, competitors may take turns on contracts according to the size of the contract, allocating equal amounts to each conspirator or allocating volumes that correspond to the size of each conspirator company. A strict bid rotation pattern defies the law of chance and suggests collusion is taking place.

(d) Subcontracting: Subcontracting arrangements can be part of a bid-rigging scheme. Competitors who agree not to bid or to submit a losing bid frequently receive subcontracts or supply contracts in exchange from the successful low bidder. In some schemes, a low bidder will agree to withdraw its bid in favor of the next low bidder in exchange for a lucrative subcontract that divides the illegally obtained higher price between them.

3. Market Division
Market division or allocation schemes are agreements in which competitors divide markets among themselves. In such schemes, competing firms allocate specific customers or types of customers, products, or territories among themselves. For example, one competitor will be allowed to sell to, or bid on contracts let by, certain customers or types of customers. In return, he or she will not sell to, or bid on contracts let by, customers allocated to the other competitors. In other schemes, competitors agree to sell only to customers in certain geographic areas and refuse to sell to, or quote intentionally high prices to, customers in geographic areas allocated to conspirator companies.

4. MAINTAINING ACCURATE RECORDS

Charging of Costs/Timecard or Timesheet Reporting

Employees who file timecards, manually or electronically, must do so in a complete, accurate and timely manner. No cost may be charged or allocated to a contract if the cost is unallowable by regulation or contract provision or is otherwise improper.

Employees are required to sign their own timecards or timesheets. An Employee’s signature on a timecard or timesheet is his or her representation that the timecard or timesheet accurately reflects the number of hours worked on the specified project or job order. A supervisor’s signature on a timecard or timesheet is a representation that the timecard or timesheet has been reviewed and that steps have been taken to verify the validity of the hours reported and the correctness of the allocation of the hours. It is understood that Employee signatures may be maintained and transmitted electronically.

Financial Records

The Company maintains its records in a manner that provides for an accurate and auditable record of all financial transactions in conformity with generally accepted accounting principles. No false or deceptive entries may be made, and all entries must contain an appropriate description of the underlying transaction. All reports, vouchers, bills, invoices, payroll and service records and other essential data must be prepared with care and honesty. All records submitted pursuant to bid/contract requirements must be made accurately, timely and in compliance with all applicable laws and regulations.

5. EMPLOYMENT PRACTICES

Equal Employment Policy

The Company provides equal employment opportunity to qualified individuals and will not discriminate against any Employee or applicant because of race, color, religion, sex, national origin, age, or physical or mental handicap. This policy of equal opportunity pertains to all aspects of the employment relationship, including application and initial employment, promotion and transfer, selection for training opportunity, wage and salary administration, and the application of service, retirement, seniority, and employee benefit plan policies.

Any questions or comments relating to this policy should be referred to the Company’s Human Resources Director, Nicholas Neuman. Mr. Neuman may be reached at (406) 454-6420 or emailed at nneuman@sletteninc.com. Every Employee of the Company should have a copy of this Equal Employment Policy. Copies can be obtained from the Company’s Human Resources Department.

Hiring of Federal Employees

Complex rules govern the recruitment and employment of U.S. Government employees in private industry. Prior clearance to discuss possible employment with, make offers to, or hire (as an employee or consultant) any current or former Government employee (military or civilian) must be obtained from the Human Resources Department with notification to the Corporate Compliance Officer.

Commitment to Disadvantaged Business Enterprises

The Company is committed to full compliance with government sponsored opportunity programs, such as the disadvantaged business enterprise (DBE) program and maximizing the opportunities of DBEs. As such, the Company will not discriminate on the basis of race, color, national origin, or sex in the hiring of suppliers or subcontractors and will foster an environment in which everyone is treated with respect, trust, honesty, fairness, and dignity. For each governmentfunded contract, the Company will make good faith efforts to maximize the participation of DBEs in subcontracts and ensure that each DBE is performing a commercially useful function. A DBE is deemed to be performing a commercially useful function if the DBE is responsible for executing the work and carrying out their responsibilities by actually performing, managing, and supervising the work.

6. PROPER USE OF COMPANY RESOURCES

Bribery and Kickbacks

All forms of bribery and kickbacks are illegal and expressly prohibited. Any Employee caught participating in such activity will be promptly terminated. Any Employee who knows about, or reasonably should know about, any such activity and fails to report it to the Corporate Compliance Officer will be disciplined.

Federal Government Personnel

All forms of gifts and entertainment to or from federal government personnel, including persons that may be acting for or on behalf of the federal government, are expressly prohibited. However, the Corporate Compliance Officer may authorize an exception where a familial or personal relationship exists outside of the Employee’s business relationship with the government employee.

State and Local Government Personnel

All forms of gifts and entertainment to or from state or local government personnel, including persons that may be acting for or on behalf of the state or local government, shall be guided by the laws and ordinances of that jurisdiction.

Non-Governmental Personnel

Receiving or accepting gifts or entertainment in the business context is a particularly sensitive area and can be inappropriate, or even illegal, depending on the circumstances. For this reason, it is important that all Employees be extra sensitive when it comes to giving or receiving gifts and entertainment from nongovernmental personnel (as stated above, the giving or receiving of gifts from government personnel is prohibited). Therefore, regardless of the circumstances, the following rules apply:

(1) With the exception of de minimis gifts (traditional birthday and holiday gifts of property, not cash, with low fair market value), the Corporate Compliance Officer must approve the giving or receiving of all forms of gifts and entertainment.

(2) Money, in any form, is never given, offered, solicited, or accepted.

(3) No gift or entertainment may be given or received if it is, or could reasonably be construed to be, intended to influence an Employee’s behavior.

(4) No Employee may encourage or solicit gifts or entertainment of any kind from any individual or entity with whom the Company conducts business.

(5) The Corporate Compliance Officer may authorize the expenditure of a non-monetary gift or entertainment with a value equal to or less than $500 to an individual or entity with whom the Company conducts business only if it is for a legitimate and identifiable business purpose.

(6) Employees may receive a non-monetary gift or entertainment from an individual or entity with whom the Company conducts business with a value equal to or less than $500, provided that such gifts or entertainment are reported to and approved by the Corporate Compliance Officer and is for a legitimate and identifiable business purpose.

(7) The Corporate Compliance Officer may authorize an exception where a familial or personal relationship exists outside of the employee’s business relationship with the non-governmental employee.

7. ADDITIONAL EMPLOYEE DUTIES

The Company expects each Employee to devote his or her full working time and efforts to the Company’s interests and to avoid any activity that might detract from or conflict with those interests. In particular, Employees must be aware of the following obligations.

Conflicts Of Interest

Employees may not have any employment, consulting, or other business relationships with a competitor, customer, or supplier of the Company, or invest in any competitor, customer, or supplier (except for holdings of less than 5% of publicly-traded securities) unless the Employee has the advance written permission of the Office of General Counsel.

Outside employment may also constitute a conflict of interest if it places an Employee in the position of appearing to represent the Company, involves providing goods or services substantially similar to those the Company provides or is considering making available, or lessens the efficiency, alertness, or productivity normally expected of Employees on their jobs. All outside employment that raises any question in this regard must be approved in advance by the Office of General Counsel.

Employees must notify the Company of all benefits they obtain from third parties because of the Employee’s position and must pay over to the Company all such benefits that are capable of being transferred.

Restricted Company Information

Employees may not disclose to any outside party, except as specifically authorized by management pursuant to established policy and procedures, any non-public business, financial, personnel, or technological information, plans, or data acquired during employment at the Company. On termination of employment, Employees may not copy, take, or retain any documents containing restricted information.

The prohibition against disclosing restricted information extends indefinitely beyond the period of employment at the Company. Each Employee’s agreement to protect the confidentiality of such information in perpetuity is considered an important condition of his or her employment at the Company.

Government Classified and Proprietary Information

The Company has special obligations to comply with laws and regulations that protect classified information. Employees must retain documents and records in accordance with the requirements of the law, governing contracts and the Company policies. Documents that are in any way related to ongoing or potential investigation of the Company by any U.S. Government agency or any other public body must be protected and cannot be destroyed unless and until any such investigation is concluded. The Company corporate records and documents shall not be removed from the Company premises or used for personal gain or benefit.

Employees with valid security clearances who have access to classified information must ensure that the information is handled in accordance with pertinent federal procedures. These restrictions apply to any form of information, whether in written or electronic form.

The Company does not solicit nor will it receive any sensitive proprietary internal Government information, including budgetary or program information, before it is available through normal processes.

Social Media Use

Social media and digital media have transformed the way we communicate. Today, social media tools such as Facebook, Twitter, videos, networking sites and forums are used to share information, express opinions and can be used as a tool to strengthen relationships in a modern way. The conversations that take place in these social and digital platforms can shape the way the general public views the Company and the services we provide.

We respect our employees’ and contractors’ rights to participate in social media platforms, but it is important that the integrity of the Company and our vision, values and policies are always maintained. The Company’s policy is not intended to restrict communications or actions legally protected under applicable laws. When engaging in social media conversations pertaining to the Company, employees should:

• Be respectful
• Be transparent.
• Protect confidential information, trade secrets and proprietary and security related information.
• Abide by all Company communications policies.
• Respect the rights of others.

Use of social media during working time or should be limited to conducting Company business.

8. DUTY TO OBEY THE LAW

Duty to Obey All Applicable Laws

The Company’s role as a public works contractor subjects it to myriad rules and regulations including, without limitation, the Federal Acquisition Regulations, Department of Defense Federal Acquisition Regulations Supplement, and other rules and regulations governing accounting, time-keeping, workplace behavior, safety, drug use, gratuities, and conflicts of interest.

The Company and its Employees must obey all applicable and relevant laws that affect the business. Such laws include, without limitation, the Sarbanes-Oxley Act and others, including but not limited to those that apply to procurement integrity, securities, fraudulent conduct, workplace behavior, antitrust, civil rights, and antidiscrimination, copyright protection, campaign finance and taxation. While the Company does not expect its Employees to be experts in legal matters, it holds each Employee responsible for being familiar with the laws governing his or her area of responsibility and to be generally aware of possible legal issues and exposures, or threatened litigation. Employees should seek immediate advice from the Company’s Office of General

Licenses, Permits, Certifications and Credentials

The Company will obtain and maintain required operating and business licenses and permits, as well as all applicable certifications and accreditations. Employees, vendors and contractors must obtain and maintain all applicable licensure or certifications required for their job responsibilities or contracts.

Hire Authorized Individuals and Comply with All Immigration Laws

For all work in the United States, the Company will hire only those individuals who are authorized to work in the United States and will comply with regulations promulgated in accordance with the Immigration Reform and Control Act of 1986 and subsequent relevant legislation, including the U.S.A. Patriot Act. The Company will comply with federal and state regulations with respect to the employment of minors.

In addition, the Company will make a reasonable effort to exclude from hire individuals whose due diligence would expose as having engaged in conduct that is illegal or otherwise in conflict with this Code.

Drug-Free Workplace

The unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the Company’s workplace. The Company will take disciplinary action against violators of the drug prohibition. Compliance with The Company’s prohibition on the use of illegal drugs is a condition of employment for all the Company Employees.

Any Employee who is convicted of any violation of any federal or state drug abuse statute occurring in the workplace must notify the Company of the conviction no more than five days after the conviction. The Company will notify the appropriate public bodies of any such conviction within ten days of receipt of the Employee conviction notice and will take appropriate personnel action within 30 days of receipt of that notice. Any Employee convicted of a violation of a drug abuse statute in the workplace may be terminated or required to participate in a drug abuse assistance or rehabilitation program.

The drug-free workplace provisions outlined herein are separate and distinct from THE COMPANY’S POLICY STATEMENT REGARDING DRUG AND ALCOHOL TESTING PROGRAM.

9. VIOLATION OF THE CODE; REPORTING VIOLATIONS

Consequences of Conduct in Violation of the Law or this Code

Failure to obey applicable laws can result in conviction of misdemeanor and felony offenses and can result in a substantial term of imprisonment and/or fines and restitution. In the event of criminal conviction of a Company Employee, the Company could be charged with the payment of onerous fines, which, depending on the seriousness of the offense and the culpability of the institution, could have substantial impact. Criminal misconduct committed by a Company Employee or Page 14 of 15 manager could also subject the Company to civil penalties that could be significant.

In the event that an Employee violates this Code or other applicable rule or regulation or in the event that an Employee fails to take reasonable steps to prevent, detect or report improper conduct, that Employee shall be subject to disciplinary action that may result in any of the following consequences: (a) reprimand; (b) loss of compensation, seniority, or promotional opportunities; (c) reduction in pay; (d) demotion; (e) suspension with or without pay; or (f) discharge.

Reporting Violations

Employees shall report suspected violations of the law and/or this Code directly to Dallin Wayment, the Company’s Corporate Compliance Officer. Mr. Wayment may be reached at (702) 473-2904 or by email at dwayment@sletteninc.com. No adverse action or retribution of any kind will be taken against an Employee because he or she reports a suspected violation of this Code or other irregularity. All reports shall be treated confidentially to the maximum extent consistent with fair and rigorous enforcement of the Code. Employees are subject to discipline for improper conduct or for failing to take reasonable steps to prevent or detect improper conduct.

10. INTERNAL CONTROL SYSTEM

The Company will maintain an Internal Control System to ensure that the Company continues to meet the highest ethical, legal, and business standards. The Internal Control System will include:

(1) Periodic reviews of the Company’s practices, procedures, policies, and internal controls to judge whether they are in compliance with this Code and other applicable standards;
(2) Periodic monitoring and/or auditing to detect criminal conduct and the risk of criminal conduct;
(3) The maintenance and promotion of a confidential and anonymous business ethics reporting as described in Section 8;
(4) Disciplinary action up to and including termination for violations of this Code or other applicable rules or regulations.

11. COOPERATION

Employees shall cooperate fully with any audit, investigation, or corrective action.

12. WORK QUALITY

The Company is committed to providing quality services that meet all contractual obligations and our own quality standards. The services we deliver must:

(1) Be of the quality ordered by our customers;
(2) Comply with applicable laws and regulations regarding the identification of the origin of products used;
(3) Meet contract specifications;
(4) Be delivered safely and with proper safety instructions; and
(5) Meet all applicable laws, regulations and industry standards.

13. CONCLUSION

The Company’s business success and reputation depend on the actions of each Employee. Therefore, each Employee has an obligation to behave with honesty and integrity at all times. Each Employee must read, understand, and adhere to this Code in carrying out daily activities. For clarification or guidance on any point in the Code, please contact the General Counsel’s Office, the Human Resources Department, or the Corporate Compliance Officer for assistance.