10 INTRODUCTORY STATEMENT AND DISCLAIMER OF CONTRACT

COMPANY ORGANIZATION

NTT DATA INTERNATIONAL L.L.C. is the wholly-owned United States subsidiary of NTT Data Corporation, a corporation based in Tokyo, Japan that conducts business around the world.

NTT DATA INTERNATIONAL L.L.C.(NTTDI) has three wholly owned subsidiaries, M.I.S.I. Co., Ltd. (“MISI”), NTT DATA USA L.L.C. (“NTTDU”) and NTT DATA Agile-Net (“NTTDAN”) (collectively, these entities are referred to herein as the “Company”). NTTDAN sources leading-edge information technologies and products from the U.S. market, collects information as part of its U.S. market research activities, and conducts joint research and business development with U.S. institutions and corporations to introduce advanced products to the Japanese market,

NTTDI provides financial, accounting, administrative, and human resources support to MISI, NTTDU, and NTTDAN and is a primary shareholder.

MISI is a leading provider of information technology consultants. MISI’s clients include large corporations, start-up companies, and various government units. MISI also furnishes IT advice and assistance on system integration matters and on software and hardware solutions.

NTTDU furnishes business services such as facilities management; provides operation services; offers Data Center space to store critical data and equipment for financial and service organizations in the greater New York City region.

NTT Data Corporation is listed on the Tokyo Stock Exchange. NTTDoCoMo is a member of the NTT Data group of companies and is listed on the New York Stock Exchange.

INTRODUCTION

This handbook is designed to acquaint employees with the Company and provide them with information about working conditions, employee benefits, and some of the policies affecting employment. Every employee must read, understand, and comply with all provisions of the handbook.

This handbook is not intended to contain all of the terms or conditions of employment or all of the Company’s policies. In addition, employees should be aware that the Company may revise, supplement or rescind any policies, procedures, or portions of the handbook at any time as it deems appropriate, in its sole and absolute discretion.

LOCAL PROCEDURES

Each company within the NTT Data International L.L.C. family may develop its own internal guidelines or practices, subject to the policies contained in this handbook, the business requirements of the Company, and the laws of the jurisdiction where each company operates. These guidelines or practices must have the approval of the chief executive officer of the Company. In addition, where the provisions of this handbook conflict with the laws of the jurisdiction in which the Company operates, such laws shall govern.

THIS HANDBOOK IS NOT A CONTRACT AND THE STATEMENTS MADE IN THIS HANDBOOK ARE NOT INTENDED TO FORM A CONTRACT AND MAY NOT BE INTERPRETED TO FORM A CONTRACT BETWEEN THE COMPANY AND ANY EMPLOYEE.

THE COMPANY ADHERES TO A POLICY OF EMPLOYMENT-ATWILL AND EITHER THE EMPLOYEE OR THE COMPANY IS AT WILL TO TERMINATE THE RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE OR REASON. NO REPRESENTATIVE, OTHER THAN THE CHIEF EXECUTIVE OFFICER OF THE COMPANY, HAS AUTHORITY TO ENTER INTO ANY AGREEMENT FOR ANY SPECIFIED PERIOD OF TIME OR TO MAKE ANY AGREEMENT THAT CONTRADICTS THE STATEMENTS IN THIS HANDBOOK.

Section:	Introduction
Number:	11
Title:	Employee Acknowledgment Form

11 EMPLOYEE ACKNOWLEDGMENT FORM

The employee handbook describes important information about the Company and I understand that I should consult the Human Resources Department of NTTDI (in New York City) regarding any questions I have about this handbook and/or any policies in it.

I have entered into my employment relationship with the Company voluntarily and acknowledge that there is no specified length of employment. Accordingly, either the Company or I can terminate the relationship at will, with or without cause or reason, at any time, so long as there is no violation of applicable Federal or state law.

Since the information, policies, and benefits described herein are necessarily subject to change, I acknowledge that revisions to the handbook may occur, except to the Company’s policy of employment-at-will. I acknowledge that the Company may revise, supplement or rescind any policies, procedures or portions of the handbook at any time as it deems appropriate in its sole and absolute discretion, without prior notice to employees.

In addition, I acknowledge that I have read and understand the Company’s policy governing sexual and other forms of unlawful harassment and I am aware of the procedure for reporting and investigating any claims of harassment.

I acknowledge that this handbook is not a contract of employment, is not a legal document and does not in any way limit the Company’s right to terminate me at any time for any or no reason, so long as there is no violation of applicable Federal or state law. I have received the handbook, and I understand that it is my responsibility to read and comply with the policies contained in this handbook and any revisions made to it.

EMPLOYEE’S SIGNATURE DATE

EMPLOYEE’S NAME (TYPED OR PRINTED)

Section:	Employment	Page 1 of 1
Number:	101	Date: 7/1/2000
Title:	Employment-At-Will	Rev: A

Media

The Company’s Administration Department is responsible for dealing directly with the media (which includes any national or local newspapers, magazines, website operators, radio and television stations). Should representatives from the media contact you, promptly refer all inquiries to the Administration Department. The Administration Department will consult and coordinate with the appropriate departments and personnel in responding to those inquiries and arrange interviews either in person or by telephone when appropriate.

References/Referrals

All requests for employee information, including references, employment and mortgage verification, should be referred to the Human Resources Department. The Human Resources Department will generally limit disclosure to outside sources to only job title and dates of service unless the employee has submitted prior written permission to the Human Resources Department to disclose further information, such as release of information to obtain a mortgage.

Speeches

If an employee plans on delivering a speech to a group outside of the Company, the employee should consult the Administration Department for prior approval. A speech by any member of our organization must be approved in advance. Employees may not disseminate press articles regarding the Company without prior approval from the Administration Department unless they have been approved and distributed by the Administration Department.

Section:	Business and Personal Conduct	Page 1 of 1
Number:	313	Date: 7/1/2002
Title:	Delegation of Authority	Rev: A

Company Assets and Records

Protection of Assets. Safeguarding both the tangible and intangible assets of the Company and its customers which are under an employee’s control is a personal responsibility. Misappropriation of these assets is a breach of the duty each employee owes to the Company and may constitute an act of fraud.

Accuracy of Company Records. Employees are personally responsible for the reports and records they create and the information they provide for computer systems. The falsification of records is always unethical and often illegal. Likewise, an employee must never withhold or fail to communicate information that should be brought to the attention of higher levels of management.

Proprietary Information. An employee must not share proprietary information, including, but not limited to, the Company’s financial information, with fellow employees unless they are specifically authorized to receive it. Secrets that are passed from one person to another soon cease to be secrets. Proprietary information of other companies acquired in the course of employment with the Company should also be protected. Employees are prohibited from passing such information to colleagues or others unless the employee has ascertained from appropriate Company authority that he or she may do so.

Company Employment

Conflicts of Interest. To protect employees and the Company from actual or apparent conflicts of interest:

• Employees must not make any investment in an enterprise if such investment might affect an employee’s ability to make business decisions on behalf of the Company. If an employee made such an investment before joining the Company, the employee must formally report the facts to his or her senior manager.
• An employee must not accept or retain a position as a director of any affiliated company without prior written approval from his or her senior manager. In addition, an employee may not accept or retain a position as a director, officer, employee, agent, consultant of, or advisor to, any competitor of a vendor to or client of the Company or any of its affiliates without prior disclosure to his or her senior manager and written approval from the Company.

Section:	Business and Personal Conduct	Page 2 of 2
Number:	314	Date: 7/1/2002
Title:	Business Practices	Rev: A

Responsibility For Compliance

In accepting employment with the Company or any of its affiliates or subsidiaries, each employee becomes accountable for compliance with the law, with this statement of Business Practices and with any codes of conduct prepared by the Company. We demand from our employees the highest level of ethical conduct.

Section:	Business and Personal Conduct	Page 1 of 3
Number:	315	Date: 7/1/2002
Title:	Assignment/ Non-Competition/ Non-Solicitation	Rev: A

Assignment of Developments

If at any time or times during his/her employment an employee shall (either alone or with others) make, conceive, discover or reduce to practice and invention, modification, discovery, design, development, improvement, process, software program, work-of-authorship, documentation, formula, data, technique, know-how, secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection (herein called “Developments”) that (a) relates to the business of the Company or any customer of or supplier to the Company or any of the products or services being developed, manufactured, sold or provided by the Company or which may be used in relation therewith; (b) results from tasks assigned to the employee by the Company; or (c) results from the use of the premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and the benefits thereof shall immediately become the sole and absolute property of the Company and its assigns, and the employee shall promptly disclose to the Company (or any persons designated by it) each such Development and hereby assign any rights the employee may have or acquire in the Developments and benefits and/or rights resulting therefrom to the Company and its assigns without further compensation and shall communicate, without cost or delay, and without publishing the same, all available information relating thereto (with all necessary documentation, plans and models) to the Company.

Non-Competition

While employed at the Company and for a period of six (6) months after termination of the employee’s employment for any reason (whether voluntary or involuntary) (the period from the commencement of employment through the six (6) month period subsequent to termination of employment being herein referred to as the “Non-Competition Period”), the employee agrees that he/she will not, whether alone or as an individual proprietor, partner, officer, director, consultant,

Section:	Business and Personal Conduct	Page 2 of 3
Number:	315	Date: 7/1/2002
Title:	Assignment/ Non-Competition/ Non-Solicitation	Rev: A

agent, employee or stockholder of any company or other commercial enterprise, directly or indirectly, engage in any business activity that competes with any business conducted by the Company or any of its subsidiaries or affiliates at any time during the period of the employee’s employment with the Company, or any business known by the employee to be planned by the Company or any of its subsidiaries at any time during the period of the employee’s employment with the Company (a “Competitive Activity”) nor otherwise assist such company or other commercial enterprise in engaging in such business activity. Notwithstanding the above, the employee shall be permitted to own securities of a public company not in excess of three percent (3%) of any class of such securities and such ownership shall not, by itself, violate the terms of this non-competition provision.

Non-Solicitation of Company Employees

While employed at the Company and for a period of one (1) year after termination of the employee’s employment for any reason (whether voluntary or involuntary), the employee will not, directly or indirectly, solicit, recruit or hire any employee of the Company to work for a third party other than the Company or knowingly engage in any activity that would cause any employee to violate any agreement with the Company.

Non-Solicitation of Company Customers and Suppliers

While employed by the Company and for a period of one (1) year after termination of the employee’s employment for any reason (whether voluntary or involuntary), the employee will not, directly or indirectly, solicit, entice or induce any Customer or Supplier (as defined below) of the Company to become a Customer or Supplier of any other person or entity engaged in any Competitive Activity, or to cease or reduce its business with the Company, and the employee will not knowingly assist any person or entity in taking any such action. A “Customer” of the Company means any person, corporation, partnership, trust, division, business unit, department or agency which, at the time of termination of the employee’s employment with the Company or within one (1) year prior thereto, shall be or shall have been a customer, distributor or agent of the Company or shall be or shall have been contacted by the Company for the purpose of soliciting it to become a customer, distributor or agent of the Company. A “Supplier” of the Company means any person, corporation, partnership, trust, division, business unit, department or agency which, at the time of termination of the employee’s employment with the Company or within one (1) year prior thereto, shall be or shall have been a supplier, vendor, manufacturer or developer for any product or significant component, design or software used in any product or service of the Company. In the case of an entity with multiple divisions, departments or business units, a determination shall be made in good faith by the Board of Directors as to whether the entire entity or a specific division, department or unit is a Customer based on the nature of the relationship between the Company and the Customer.

Section:	Business and Personal Conduct	Page 3 of 3
Number:	315	Date: 7/1/2002
Title:	Assignment/ Non-Competition/ Non-Solicitation	Rev: A

Injunctive Relief

Any breach of the provisions set forth above by the employee will cause irreparable damage to the Company and that in the event of such breach the Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation of the employee’s obligations hereunder. Nothing herein contained shall be construed as prohibiting the Company from pursuing any other remedy available for such breach or threatened breach.

Any waiver by the Company of a breach of any provision of this Policy shall not operate or be construed as a waiver of any subsequent breach of such provision or any other provision hereof.

The employee’s obligations under this Policy shall survive the termination of the employee’s employment regardless of the manner of such termination and shall be binding upon the employee’s heirs, executors, administrators and legal representatives.

Section:	Work Conditions	Page 1 of 1
Number:	401	Date: 7/1/2000
Title:	Safety	Rev: A

Alcohol

Alcoholic beverages are permitted on Company premises only when provided by the Company at a Company-sponsored business or social function. The use of alcoholic beverages on Company premises is strictly prohibited at any other time.

In the event of a Company-sponsored activity at which alcohol beverages may be served or allowed, employees are expected to conduct themselves in such a manner so that they do not present a danger to themselves, other employees, the general public, or the Company’s reputation. Prior approval by a Company officer is required for any Company-sponsored activity at which alcohol will be served or allowed.

Drugs

The Company has a vital interest in ensuring safe, healthy and efficient working conditions for our employees. The unlawful presence of controlled substances in the workplace conflicts with these vital interests and constitutes a violation of the public trust. For those reasons, we have established, as a condition of employment and continued employment, the following drug-free workplace policy.

Section: Work Conditions Page 2 of 2 Number: 404 Date: 7/1/2000 Title: Substance Abuse Rev: A

Drug-Free Workplace Policy

Consistent with the Company’s objective of maintaining a safe and productive work environment, the following policy will be recognized by all employees of the Company:

1. PROHIBITION OF THE UNLAWFUL PRESENCE OF CONTROLLED SUBSTANCES IN THE WORKPLACE. The unlawful use, manufacture, sale, purchase, transfer or possession of any illegal drug or controlled substance (other than a drug specifically prescribed by a duly licensed physician for specific treatment purposes of the employee) by an employee during working hours or while performing Company business or on Company premises or assignment is prohibited.
2. FITNESS FOR DUTY. Employees are expected to be fit for duty and are prohibited from reporting to work or performing work while under the influence of alcohol or with a detectable level of prohibited drugs in their systems. The unlawful use, possession, sale of any illegal drug or controlled substance off duty and off Company property by employees is not acceptable because it can affect on-the-job performance, raises health and safety concerns and may have a negative impact on clients, other employees, the public and the Company’s reputation.
3. COMPLIANCE AS A CONDITION OF EMPLOYMENT. All employees are hereby advised that full compliance with this policy shall be a condition of employment at the Company.

SANCTIONS FOR THE VIOLATION OF DRUG-FREE WORKPLACE POLICY. Any employee who violates the drug-free workplace policy described above shall be subject to discipline up to and including immediate termination of employment.

Where there is reasonable suspicion that employees are using illegal drugs while on Company premises, in Company vehicles, or while conducting business-related activities on or off Company premises, the Company may require immediate drug testing. The Company may also require testing following an accident or mistake that occurs while conducting Company business where human error and judgment appear to have been contributing factors.

Employees with questions or concerns about this policy or substance dependency or abuse are encouraged to discuss these matters with the Human Resources Department.

The Company reserves the right to modify this substance abuse policy and its .application and to take such action as may be deemed necessary by the Company to enforce the policy and its objectives, including contacting law enforcement officials.

Section:	Work Conditions	Page 1 of 1
Number:	405	Date: 7/1/2002
Title:	Safeguarding Firm Property	Rev: A

Safeguarding Firm Property

All Company-issued offices, desks, files, lockers, work stations, electronic devices such as palm pilots and blackberries, and computers – including desktop computers and laptop computers – remain the property of the Company and are issued for the use of employees only during their employment. It is the employee’s responsibility to safeguard Company property by locking desks, lockers, files, and securing electronic devices and computers, etc. Employees have the same responsibility to safeguard Company property whether such property is on Company premises or the employee has removed such property from the Company’s premises.

An employee who fails to safeguard Company property may be financially responsible for replacement costs if such property is lost, damaged or stolen, regardless of the condition of the property or the circumstances of the loss, damage or theft. All property supplied to an employee are to be returned when no longer needed or upon the termination of employment.

Section:	Work Conditions	Page 1 of 2
Number:	406	Date: 7/1/2002
Title:	Security	Rev: A

Security Officer

Each location will appoint a security officer responsible for directing employees in cases of an emergency, e.g., bomb threat, bio-terrorism, fire, etc. Building evacuation maps and instructions should be posted in every department. Management should arrange to have fire drills conducted twice a year.

Mail

Incoming mail should be delivered to one person at each location directly. A package or letter should be considered suspicious if, among other things: it has excessive postage; has no return address; the address is handwritten poorly; it is marked “personal” or “confidential”; the contents are stiff or springy; the outer-wrapping is oily or water-marked; it is lopsided or unusually thick; it has an odor like almonds; it is addressed to someone no longer with the Company; it is wrapped in string; or it arrives just before or after a phone call from an unknown person asking if the item is received. If a suspicious letter or package is received, contact the security officer for handling. Persons handling mail should put on non-latex, non-powder gloves. Packages or other articles left unattended should be reported to the security officer. DO NOT TOUCH UNATTENDED ITEMS.

Travel

Air travel should be limited to essential trips that will have a near-term impact on business profitability. Attendance at trade shows, conferences, expositions, and large public gatherings should be limited. In no case should more than two company officers travel together on the same flight.

Section: Work Conditions Page 2 of 2 Number: 406 Date: 7/1/2002 Title: Security Rev: A

Visitors

All visitors to our facilities must sign-in on a visitor’s log and also show personal picture identification. This includes vendors, maintenance workers, sales reps, consultants, and all other non-employees. Employees should have a picture ID and carry it with them at all times. This will also facilitate entry into customer/client businesses. Whenever possible, visitors should be accompanied by an employee while on Company property.

Applicants for Employment

All candidates for employment with the Company will be subject to the following: pre-employment verification, credit history check, criminal history check, education reference check, pre-employment drug screen, and driving record.

Emergency Incidents

Any unusual activity at our facilities should be immediately reported to the security officer. S/he will investigate and contact the local police department for advice and assistance as appropriate. Each location will maintain the phone numbers of the nearest police, fire, and emergency rescue service units. Each location should maintain an emergency contact phone and e-mail listing of all employees.

Commuting

In the event of official warnings of imminent threats to public safety, employees are expected to exercise reasonable care and caution in deciding whether to commute to work on a particular day.

Computer/Electronic Security

Computer/Electronic security is the responsibility of the Director, Systems Integration of MISI. Fire walls, passwords, and virus protection programs are in place.

Section:	Work Conditions	Page 1 of 1
Number:	407	Date: 8/30/2004
Title:	Privacy/ HIPAA	Rev: A

Working Hours

The Company conducts operations on various work schedules, depending upon location and business requirements. Our regular business hours are 40 hours per week, Monday through Friday, with an hour lunch period.

Lunch Hour

One (1) hour is permitted for lunch. Lunches should be scheduled between 11:30 AM and 2:00 PM and coordinated so that telephone coverage is not interrupted. All employees should be back at their desks by 2:00 PM.

Flex-Time Policy

Subject to the business needs of the Company to provide professional and timely services to our clients and customers, department managers may allow a flexible working schedule for their employees. Such a schedule must include the following elements: Core working hours each day from 10:00 AM until 4:00 PM, during which time period all employees must be present; employees must work a minimum of 8.0 hours each day; meal hour may not be shortened; and total hours worked each week must be at least 40 hours. Managers will decide each person’s flex-time hours, which can be changed as necessary to assure work coverage and adequate communications. In arranging flex-time schedules, department managers must consider the impact of their department’s work hours on other Company departments.

Inclement Weather

In the event of severely inclement weather, power blackout or transit strike, employees are expected to make a very strong effort to arrive at work on time with consideration to employees’ health and safety, or as soon thereafter as conditions permit.

Section:	Office Hours, Attendance, Procedures, and Etiquette Page 2 of 2
Number:	501	Date: 7/1/2000
Title:	Hours of Work	Rev: A
Notification of Absence

Employees who will be absent for any reason must personally notify their supervisors by 9:00 AM of that day. Employees who do not report for work and whose absence cannot reasonably be excused under the guidelines of this policy will be charged a personal or vacation day. Excessive absences and/or tardiness will result in disciplinary actions by the Company.

Punctuality

Employees are expected to be at their desks at the beginning of their workday. This includes returning punctually from all breaks. If, for any reason, employees anticipate being tardy, they must personally notify their manager or supervisor before 10:00 AM of that day. Repeated unexcused tardiness or absence will be grounds for termination of employment.

Time Sheets

All time reporting administrative employees are responsible for maintaining daily time sheets reflecting total hours worked and reporting all time worked to appropriate clients and/or projects. All other administrative employees must report vacation days, personal days, sick days, jury duty and other reasons for an excused absence. Time sheets must be approved by the employee’s manager or supervisor and submitted semi-monthly to the Human Resources Department.

Section:	Office Hours, Attendance, Procedures, and Etiquette Page 1 of 1
Number:	502	Date: 7/1/2000
Title:	Housekeeping and Cleanliness	Rev: A
502 HOUSEKEEPING AND CLEANLINESS

Employees should take pride in good “housekeeping” and make a special effort to keep Company premises as clean as possible at all times.

Section:	Office Hours, Attendance, Procedures, and Etiquette Page 1 of 1
Number:	503	Date: 7/1/2000
Title:	Telephone and Correspondence	Rev: A
503 TELEPHONE AND CORRESPONDENCE

Courtesy is essential when answering the telephone. Incoming calls should be answered promptly.

It is important to keep telephone lines open for incoming and outgoing business calls. We realize that emergency situations may occur which require employees to make or receive personal calls.

To ensure the proper flow of the Company’s business correspondence, employees are asked to avoid receiving personal mail and packages at the Company except when necessary. In addition, Company stationary and letterhead should be used only when representing the Company in an official business capacity.

Section:	Compensation and Benefits	Page 1 of 1
Number:	601	Date: 7/1/2000
‘Title:	Payment of Wages and Salary	Rev: A

Pay Period

Salaries are paid semi-monthly, with payment by checks to employees or by direct deposits to employees’ bank accounts. The rate per pay period is calculated by dividing the annual rate by 24, subject to taxes and other payroll deductions for statutory and benefits plans participation.

Compensation rates are based on the prevailing market rate for each position’s skills and experience, the Company’s profitability, and business requirements.

Commissions

Commissions are paid to the sales staff based on the employee’s success in reaching specific goals established by management. Commissions are paid quarterly, utilizing the sales commission procedure.

Discretionary Bonus

The Company, in its sole discretion, may grant employees discretionary bonuses at the end of the fiscal year. These bonuses, if granted, are based on individual merit, the Company’s profitability, and any other factors deemed significant by the Company. Whether or not bonuses are granted and the amounts of any bonuses granted are at the sole discretion of the Company.

Performance Evaluation

All employees receive a performance appraisal on an annual basis (See Section 702). The individual salary of an employee will be adjusted using the performance appraisals with respect to each employee. Adjustments may occur at any time when warranted by changes in responsibility, or to maintain parity with current market rates. If an employee has an absence from work of more than one month, his/her performance review and salary adjustment date may be delayed accordingly.

Section: Compensation and Benefits Page 1 of 2 Number: 602 Date: 7/1/2000 Title: Overtime Rev: A

Vacation for Full-Time Employees

Regular full-time employees accrue vacation days based on length of service. One day of vacation is earned for each month of service beginning with the first day of employment. After three years of employment, vacation is accrued at the rate of one and one-half days per month of service. An employee may accrue up to a maximum of twenty-five (25) days of vacation. Further accrual ceases until a portion of the vacation time has been utilized. Vacation days may not be taken prior to their being earned. In the event that an employee spends more vacation days that he or she has accrued, those days will be treated as personal days up to the maximum days allowed as personal days; the balance will be treated as unpaid leave.

All vacation days must be approved in advance by the employee’s manager. The minimum that can be taken at any time is a half-day.

Vacation Scheduling

All vacations must be approved at least 30 days in advance in writing. While every attempt will be made to schedule vacations as requested, the workload of the Company will be taken into consideration. Employees may not take more than two weeks’ vacation at one time without prior approval. If a recognized holiday falls during an eligible employee’s vacation, the recognized holiday will not count as an employee’s vacation day. For planning purposes, employees are “credited” with at least 10 days of vacation as of January 1^st of each year.

Vacation Upon Termination

Upon the termination of employment, any accrued but unused vacation time (consistent with the Company’s policy regarding carryover vacation days), up to a maximum of twenty-five days, will be paid to the employee on the next regularly scheduled payday.

Section:	Vacations, Holidays, Personal Days, Jury Duty	Page 1 of 1
Number:	802	Date: 12/1/99
Title:	Paid Holidays	Rev: A

Sick Days

Regular full-time employees are granted up to six days of sick leave each calendar year. The minimum amount of sick leave that can be taken at any one time is one-half day. Employees will be paid at their regular rate of pay.

Sick leave hours will not be considered time worked for overtime calculation purposes.

Sick leave that extends beyond five continuous days will be covered under our short-term disability program, or in more serious cases, may be covered under our Long Term Disability Insurance.

Unused Sick Days

Sick days are intended to be used for illness only and are not to be substituted for vacation or personal days. Sick leave hours may not be carried over from one calendar year into the next. Cash payment for unused sick leave hours is not permitted.

Medical Verification

The Company reserves the right to require medical verification of any absences claimed based on sickness after the third consecutive day of absence or after three sick days are taken in any one-month period. In addition, the Company reserves the right to request that any employee absent owing to illness, including disability, be examined by a doctor selected by the Company.

Section:	Sick Days, Disability and Other Leaves of Absence	Page 1 of 3
Number:	902	Date: 7/1/2000
Title:	Disability	Rev: A

State Disability Insurance

California Disability Insurance begins on the eighth calendar day that the employee has been unemployed and disabled and continues for a maximum of 39 weeks during any one disability period, but in no case will the total amount of benefits payable by the state be more than the total wages credited to the employee during his or her disability base period.

New Jersey Disability Insurance begins on the eighth calendar day of the disability and continues for a maximum payment for any one disability period of the lesser of: (i) 26 times the employee’s weekly benefit amount, or (ii) one-third (1/3) of the employee’s total wages in the base year. If benefits are payable for three (3) consecutive weeks, benefits will also then be paid for the first seven days of the disability.

New York State Disability Insurance begins on the eighth calendar day (for which a New York State Disability Insurance claim has been filed and approved) and continues for a maximum of 26 weeks in any consecutive 52 week period.

Pennsylvania employees will receive privately provided disability insurance beginning on the eighth calendar day (for which a disability insurance claim has been filed and approved) and continuing for a maximum of 26 weeks in any consecutive 52-week period. Eligibility for privately-provided disability insurance for Pennsylvania employees will be determined in accordance with the standards generally applied by California, New Jersey and New York in providing state disability insurance.

The benefit periods and amounts stated above are governed by state law, and, accordingly, are subject to change. Employees are encouraged to consult with the Human Resources Department and/or their state disability office to confirm such periods and amounts.

Section:	Sick Days, Disability and Other Leaves of Absence	Page 2 of 3
Number:	902	Date: 7/1/2000
Title:	Disability	Rev: A

Salary Continuation During Short-Term Disability

Salary Continuation During Short-Term Disability is the length of time the Company will continue full pay when an employee is out ill or disabled for an extended period of time. A regular full-time employee is eligible for short-term disability payments. Salary Continuation During Short Term Disability is allowed for those medical conditions which prevent an employee from working for up to 12 weeks. Beginning on the 8th consecutive calendar day for which a state disability claim form has been filed and approved (or, in the case of Pennsylvania employees, a private disability claim form has been filed and approved), the employee will receive a salary supplement to the state payment (or private payment for Pennsylvania employees), which taken together will equal his/her usual base pay. The duration of this payment is based on the employee’s length of employment with the Company, according to the following schedule:

Length of employment Salary continuation

less than one year one week one year two weeks two years four weeks three years eight weeks four years or more twelve weeks

Long-Term Disability

All regular full-time employees of the Company are covered under our Long Term Disability (LTD) Insurance Program. Newly hired employees are covered on the first of the month following two months of employment. The premiums for this insurance coverage are paid in full by the Company.

If you become disabled, you may be eligible for State disability insurance payments (or if a Pennsylvania employee, private disability insurance payments) during part or all of the first six months of your disability. After 180 days of a continuing disability, you may be eligible to receive 60% of your base salary, up to a maximum of $5,000 each month. If, after two years of disability, you are still unable to work at any occupation, you may be eligible to continue to receive 60% of base salary until age 65; at that point, employees may be eligible for Social Security and Medicare. Please note that there are federal tax advantages for those who are disabled. These disability benefit payments are “off-set” or integrated with family Social Security. The LTD Plan includes payments for disabilities due to mental illness and/or substance abuse for up to two years. Furthermore, employees receiving LTD Plan benefits who may require rehabilitation assistance in order to return to work can receive appropriate training.

Section:	Sick Days, Disability and Other Leaves of Absence	Page 3 of 3
Number:	902	Date: 7/1/2000
Title:	Disability	Rev: A

The LTD Program provides important income security protection for you and your family. Interpretation and application of the LTD Plan are governed by the Plan Document. Questions should be referred to the Human Resources Department.

Pre-existing conditions: If an employee has been diagnosed with a medical condition three months prior to being covered by the LTD Plan, and disability occurs then, the employee will not be covered for that disability until he or she has been on the Plan for twelve months.

Pregnancy Disability

Pregnancy disability is treated as any other disability for all employment-related purposes and benefits under the Company’s benefit plans. The Company and the insurance carrier for disability insurance benefits are guided in the determination of the disability period by the employee’s physician. In most instances, the disability period does not exceed four weeks before delivery and six weeks after normal or eight weeks after Cesarean section delivery. Please consult the Human Resources Department for details. Employees are asked to keep the Company informed about their plans to return to work.

Section:	Sick Days, Disability and Other Leaves of Absence	Page 1 of 1
Number:	903	Date: 7/1/2000
Title:	Workers’ Compensation	Rev: A

Duration of FMLA Leave

The amount of FMLA leave an employee may take is a total of 12 weeks in any 12-month period measured from the beginning of any FMLA leave an employee takes. Leave due to an employee’s or family member’s serious health condition (but not childcare leave as described in (a) above) may be taken intermittently or on a reduced basis when medically necessary. If intermittent leave is requested for planned medical treatments, the employee should make reasonable effort to schedule the treatment so as not to disrupt the Company’s business or operations, and the Company may require an employee to move temporarily to an alternative position, with equivalent pay and benefits, that can better accommodate the employee’s absences.

Section:	Sick Days, Disability and Other Leaves of Absence	Page 2 of 2
Number:	905	Date: 7/1/2000
Title:	Family and Medical Leave Act of 1993 (FMLA)	Rev: A

Family or medical leave time will include the employee’s accrued paid leave as well as unpaid leave. If leave is requested for an employee’s own serious health condition, the employee must first use all of his or her accrued paid vacation leave, personal days or disability leave. If leave is requested for any of the other reasons listed above, an employee must use all of his or her accrued paid vacation and personal days. The remainder of the FMLA leave period, if any, will be unpaid leave (i.e., the period of paid leave will be deducted from, not added to/the FMLA leave).

FMLA Leave Requests: Certification Requirement

All FMLA requests must be made in writing to the Human Resources Department. The Company will require that FMLA leave requests to be supported by certification issued by a doctor or other health care provider of the employee’s choice. The certification form may be obtained from the Human Resources Department and must be submitted to the Human Resources Department within the time period specified. In some circumstances, the Company may request that an employee obtain a second opinion from another doctor or health care provider, and if there is disagreement between them a third opinion may be required which shall be final.

Benefits Coverage During FMLA Leave

During a period of family or medical leave, an employee will be retained on the Company’s group health plan under the same conditions that applied before leave commenced. To continue such health coverage, the employee must continue to make any contributions that he or she would have made to the plan if not on leave. Failure of the employee to pay his or her share of the health insurance premium may result in loss of coverage.

Return from FMLA Leave

An employee on other than intermittent leave must notify the Company in writing before he or she can be returned to active status. If any employee wishes to return to work prior to the expiration of a family or medical leave of absence, notification must be given to the Human Resources Department at least five (5) working days prior to the employee’s planned return.

At the expiration of FMLA leave, an employee will be restored to his or her original job or to an equivalent position without loss of benefits. While an employee is on FMLA leave, the Company may require that he or she report periodically regarding his or her anticipated return to work. If an employee does not return to work from FMLA leave (other than for family or medical reasons), the Company may recover from the employee the cost of group health insurance benefits paid on his or her behalf during FMLA leave.

Section:	Sick Days, Disability and Other Leaves of Absence	Page 1 of 1
Number:	906	Date: 7/1/2000
Title:	Unpaid Leaves of Absence	Rev: A

Statement of Intent

The Company values each of its employees and looks forward to good relations with, and among, all employees. Occasionally, however, disagreements may arise between an individual employee and the Company or between employees in a context that involves the Company. The Company believes that the resolution of such disagreements will be best accomplished by internal dispute resolution and, where that fails, by arbitration conducted under the auspices of the American Arbitration Association (“AAA”). For these reasons, the Company has adopted this Arbitration Policy (“Policy”). This Policy applies to all persons who join the Company on or after July 1, 2002. This Policy also applies to all persons currently employed by the Company as of June 30, 2002, but for current employees, this Policy only applies to disputes that arise on or after July 1, 2002. For disputes that have arisen prior to July 1, 2002, current employees are not subject to this Policy.

This Policy does not constitute a guarantee that an employee’s employment will continue for any specified period of time or end only under certain conditions. Nor do these procedures preclude the Company from taking disciplinary actions (including terminations) at any time, but if the employee disputes those actions, this Policy requires the disagreement to be resolved through these procedures. Employment with the Company is a voluntary relationship for no definite period of time and nothing in this Policy or any other Company documents constitutes an express or implied contract of employment for any definite period of time. This Policy does not constitute, nor should it be construed to constitute, a waiver by the Company of its rights under the “employment-at-will” doctrine; nor does it afford an employee or former employee any rights or remedies not otherwise available under applicable law.

Scope of the Policy

This Policy makes arbitration the required and exclusive forum for the resolution of all employment disputes. Employees agree that, to the fullest extent allowed by law, and except for: claims for workers’ compensation or unemployment compensation or claims for provisional injunctive relief arising out of or related to misappropriation of trade secrets or confidential information, unfair competition or breach of any non-competition or non-solicitation agreement between the employee and the Company; any controversy or claim arising out of or relating to employment or the termination of employment as against the Company or any of its directors, officers, employees, agents, or as against the employee, shall be finally settled by binding arbitration, employing a neutral arbitrator, and administered by the AAA under its National Rules for the Resolution of Employment Disputes (“AAA Rules”). Such claims shall include, but are not limited to, any claims under (as amended) Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Americans With Disabilities Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, and any other federal, state or local statute, regulation or common law doctrine, including contract or tort, regarding employment discrimination, the terms and conditions of employment or termination of employment. A request for provisional injunctive relief will not exempt the underlying claim from arbitration.

Section:	Arbitration	Page 2 of 3
Number:	1101	Date: 7/1/2002
Title:	Arbitration Policy	Rev: A

The parties are each waiving their rights to a trial by jury, in exchange for arbitration. This Policy is intended to bind the parties mutually.

Nothing in this Policy shall prevent either party from seeking from any court of competent jurisdiction injunctive relief in aid of arbitration. This Policy does not exclude the National Labor Relations Board from jurisdiction over disputes covered by the National Labor Relations Act. Similarly, this Policy does not exclude the jurisdiction of the Equal Employment Opportunity Commission (the “EEOC”) and/or state and local human rights agencies to investigate alleged violations of the laws enforced by the EEOC and/or those agencies.

This Policy does not require that the Company institute arbitration, nor is it required to arbitrate disputes before taking disciplinary action of any kind, including termination. However, if an employee disagrees with any such disciplinary action and believes that such action violated legally protected rights, the employee may institute proceedings in accordance with the Policy. The results of the arbitration process are final and binding on the employee and the Company.

Arbitration Rules And Procedures

The arbitration will be conducted in the city with an AAA office nearest to where the employee is or was last employed and will proceed in accordance with AAA Rules, some of which are set forth, modified and expanded below. To initiate arbitration, the employee must send a timely written demand for arbitration to NTT Data Intl. Administration Department at 830 Third Avenue, Third Floor, New York, NY 10022. Within thirty (30) calendar days of receiving such demand, or as soon as possible thereafter, the Company shall file the demand with the appropriate AAA office. Any proceeding under this Policy must be brought within the time period provided for within the statute(s) of limitations applicable to the claims asserted by the claimant. To the extent statutory claims are asserted, the parties will have the same statutory remedies in arbitration as to those statutory claims as they would otherwise have had if such a claim had been filed in a court of law, including, where authorized by statute, compensatory and punitive damages, injunctive relief and attorneys’ fees.

Section:	Arbitration	Page 3 of 3
Number:	1101	Date: 7/1/2002
Title:	Arbitration Policy	Rev: A

Any party may be represented by an attorney or other representative (excluding any Company supervisory employee) or by him or herself. For an employee or former employee without representation, the AAA will, upon request, provide reference to institutions which might offer assistance. The AAA shall appoint one neutral arbitrator from its Employment Dispute Resolution Roster unless both parties request that a panel of three (3) arbitrators be appointed. In accordance with AAA procedures, the parties will have an opportunity to object to the arbitrator(s) selected. The arbitrator shall maintain the confidentiality of the hearings unless the law provides to the contrary.

The Company will pay all costs of the AAA to administer the arbitration, including hearing room expenses, travel expenses of the arbitrator, AAA representatives, and any witness produced at the arbitrator’s direction, the costs for the arbitrator and the hearing, less those amounts the employee would otherwise be required to pay if his or her claims were litigated in a court of law. Postponement and cancellation fees shall be payable, at the discretion of the arbitrator, by the party causing the postponement or cancellation. The expenses of witnesses shall be paid by the party requiring the presence of such witnesses. Each side shall pay its own legal fees and expenses subject to remedies available under applicable federal, state and/or local law.

In any arbitration commenced pursuant to this Policy, each party shall be entitled to propound and serve upon the other party one set of interrogatories (limited to the identification of potential witnesses) and one set of requests for the production of documents in a form consistent with the Federal Rules of Civil Procedure. Upon the request of a party, the arbitrator may order further discovery consistent with the AAA Rules and the expedited nature of arbitration.

The award shall be in writing and shall be signed by the arbitrator and shall be accompanied by a statement of the factual and legal bases for the award. All awards shall be executed in the manner required by law. The award shall be final and binding upon the employee and the Company, and judicial review shall be limited as provided by law. The remedies available shall be governed by applicable federal, state and/or local law. Judgment upon any award rendered in an arbitration proceeding may be entered in any court having jurisdiction of the matter.

The Company reserves the right to revise, amend, modify or discontinue this Policy at any time in its sole discretion. Such amendments shall be made by publishing them in this Handbook or by separate release to employees and shall be effective thirty (30) calendar days after such amendments are provided to employees. The employee’s continuation of employment after receiving such amendments shall be deemed acceptance of the amended terms.

INDEX

Section 401(k)..................................................................603, 605

A

absence ....................................... 201, 601, 602, 604, 802

.................................... 803, 901, 904, 905, 906, 1001 access ..........................................................................202 accidental death and dismemberment insurance

.................................................... ..........................604
accidents..............................................................401, 903
accommodation...........................................................102
adult entertainment......................................................307
advances......................................................................607
age...............................................................................102
airfare ..........................................................................607
alcohol.......................................................201, 404, 1001
ancestry .......................................................................102
application.........................................................204, 1001
appraisal..............................................................601, 701
arbitration..................................................................1101
assignment ..................................................................315
attendance ...........................................................501, 701
authority, delegation of...............................................313
automobile ..................................................................607

B

benefits................................................201, 601, 604, 904
benefit plans................................................................601
bereavement leave.......................................................805
bonus...........................................................................601
business calls...............................................................503
business correspondence.............................................503
business dress..............................................................310
business ethics.............................................................301
business expenses........................................................607
business hours.............................................................501
business meetings........................................................103
business practices........................................................314
business trips...............................................................103
business-related social events .....................................103

car rental .....................................................................607
car service ...................................................................606
carrier status................................................................102

citizenship status.........................................................102
color....................................................................102, 103
commissions................................................................601
compensation ..............................................................601
compensatory time......................................................602
complaint ....................................................................103
computer ...................................................303, 304, 1002
confidentiality ................................... 103, 302, 402, 1002
confidential information............................302, 303, 1001
conflict of interest.......................................................308
continued health coverage.................................604, 1002
contract....................................................................10, 11
Consolidated Omnibus Budget

Reconciliation Act (COBRA).....................604, 1002
copyright materials .....................................................304
controlled substances .................................................404
correspondence ...........................................................505
creed............................................................................102
criminal conduct .......................................................1001

D

danger..........................................................................401
dental plan...................................................................604
disability......................................................102, 901, 902
disability insurance .....................................................902
disability leave............................................................905
disciplinary action.......................102, 103, 302, 303, 310

...................................... 311, 316, 401, 404, 607, 501
discrimination .............................................102, 103, 303
distribution of information..........................................305
download.....................................................................304
drugs....................................................................201, 404

E

e-mail ..........................................................303, 304, 311
employee acknowledgement.........................................11
employee assistance program .....................................609
employment-at-will.......................10, 11, 101, 201, 1001
employment categories ...............................................201
encryption technology.................................................304
entertainment...............................................................307
equal employment opportunity...........................102, 103
employee referral bonus……………………………...608
ethics.................................................................301, 1001
evaluations................................................601, 701, 1003
exempt employees...............................................201, 602
exit interview ............................................................1002
expenses ......................................................................607

F

Fair Labor Standards Act (FLSA)...............................201
Family and Medical Leave Act of 1993 (FMLA).......905
First Amendment ........................................................303
flexible spending.........................................................610
flex-time......................................................................501
full-time employees .................... 201, 604, 605, 606, 608
.............................................. 801, 802, 803, 804, 901

G

garnishments ...............................................................603
gender .........................................................................303

(see also “sex”)

genetic predisposition .................................................102
gifts ............................................................................307
gross negligence .......................................................1001

H

hazard..........................................................................401
harassment ............................................11, 102, 304, 311

(see also “sexual harassment”)

health insurance ................................ 604, 804, 905, 1002
HIPAA ........................................................................407
holiday ........................................................201, 801, 804
hostile work environment ...........................................103
hours of work..............................................................501
housekeeping...............................................................502

illegal drug/substances .....................................404, 1001

(see also “drugs”)

illegal activities.........................................................1001
Immigration Reform and Control Act (IRCA) ...........104
inclement weather.......................................................501
income tax...................................................................603
injuries ........................................................401, 903, 905
instant messaging................................................303, 304
insubordination .........................................................1001
intermittent leave ........................................................905
internet................................................................303, 304
investigations of claims ........................................11, 103

J

jokes............................................................................103
jury duty..............................................................501, 804

leave of absence ................................ 102, 604, 904, 1001
life insurance...............................................................604
lodging ........................................................................607
long-term disability.............................................901, 902
lunch............................................................................501

M

mail .....................................................................311, 406
marital status...............................................................102
meals ...........................................................................607
medical condition........................................102, 902, 905
medical plan........................................................604, 905
Medicare .............................................................603, 902
mental illness ..............................................................902
military leave ..............................................................904
misconduct ................................................................1001
moonlighting...............................................................306

N

national origin.............................................................102
non-competition ..........................................................315
non-solicitation ...........................................................315
non-exempt employees .......................................201, 602

O

obscene materials........................................................304
outside employment....................................................306
outside inquiries..........................................................312
overtime......................................................201, 602, 901

P

part-time employees....................................................201
pay period ...................................................................601
payroll deductions.......................................601, 603, 605
performance .............................. 201, 202, 601, 701, 1003
permanent disability..................................................1001
personal appearance....................................................310
personal calls.......................................................311, 503
personal days............... 501, 801, 803, 804, 805, 901, 905

personal e-mail............................................................311
personal letters............................................................311
personal mail...............................................................503
personnel data .............................................................203
personnel file...............................................................202
pornographic ...............................................................304
physical abuse...........................................................1001
pre-employment drug and

alcohol screening examination.............................404
pre-existing condition .................................................902
pregnancy disability....................................................902
privacy ...................... 103, 202, 302, 303, 304, 407, 1003
property damage................................................405, 1001
punctuality ..........................................................501, 701

R

race..............................................................102, 103, 303
references............................................................205, 312
rehire ...........................................................................205
reimbursement.............................................................607
relatives.......................................................................309
religion................................................................102, 303
resignation.........................................................101, 1001
retaliation ....................................................................103
retirement plan............................................................605

S

safety.................................................401, 404, 903, 1001
salary.................................................601, 701, 902, 1002
securities .....................................................................302
security........................................................................406
serious health condition ..............................................905
severance pay............................................................1001
sex...............................................................102, 103, 303
sexual advances...........................................................103
sexual favors...............................................................103
sexual harassment .......................................11, 103, 1001
sexual orientation........................................................102
sexually explicit materials...................................103, 304
short-term disability............................................901, 902
sick days leave. ...........................................501, 803, 901
smoking.......................................................................403
Social Security............................................201, 603, 902
solicitation...................................................304, 305, 307
speeches ......................................................................312
statutory benefits.........................................................201
substance abuse...................................................404, 902

T

tardiness ......................................................................501
taxis.............................................................................606
telephone.............................................................311, 503
temporary employees..................................................201
termination ...................... 10, 11, 101, 102, 103, 104, 205
.............................. 302, 303, 304, 311, 401, 404, 501

........................604, 607, 801, 803, 1001, 1002, 1003
time sheets...................................................................501
Title VII of the Civil Rights Act.................................103
theft ...........................................................................1001
trading of securities.....................................................302
transit check program..................................................611
travel ...........................................................................406
travel expense policy...................................................606
tuition aid....................................................................607

U

unemployment compensation insurance.....................201
unethical conduct......................................................1001
unpaid leave................................................801, 905, 906

vacation...............................................205, 801, 802, 804

........................................ .... 805, 901, 904, 905, 1002
verbal abuse ................................................................402
veteran.........................................................................102
violation of policy.....................................................1001
violence.....................................................................1001
visitors.........................................................................402
voting ..........................................................................806

W

wages ..........................................................................601
weapons ....................................................................1001
weather........................................................................501
withholding .................................................................603
workers’ compensation...............................201, 401, 903