Page 48 - Footprint Employee Handbook - US 2021

A potential conflict may also arise if you are a member of the board of directors or advisory board member of a
Constituent Third Party. Accepting outside board seats requires significant time and may expose you to conflicts of
interest with Footprint. Accordingly, if you feel that accepting such a position with a Constituent Third Party is in
Footprint’s best interests, you should check with the CPO or the CLO before accepting the position. In the event you
do accept a board position after permission is granted by the CPO or the CLO, you may retain any compensation
you receive for your board participation (even if such is paid to you in stock or stock options) unless Footprint has
an ownership interest in such company, or you are Footprint’s representative on the board. You should be aware
that unless you have been asked to be Footprint’s representative on another’s board, our Director’s and Officer’s
insurance policy will not provide you with any insurance coverage. Therefore, you should fully understand the
potential personal liabilities associated with board membership.
Situations involving a conflict of interest may not always be obvious or easy to resolve. Officers should report actions
that may involve a conflict of interest to the CPO or the CLO. Employees who are not directors or officers should
report the existence of any actual or potential conflict of interest either to the CPO, or to his/her Footprint reporting
manager or (who must report all potential conflicts to the CPO) for further disposition.

In order to avoid conflicts of interests, officers must disclose to the CPO or the CLO any material transaction or
relationship that reasonably could be expected to give rise to such a conflict for further disposition. Conflicts of
interests involving the senior officers and directors shall be disclosed to the Company’s Chief Executive Officer and
Chief Legal Officer, or if such matter involves the Company’s Chief Executive Officer, to the Company’s Chief Legal
Officer for further disposition by the Company’s Board of Directors. Any such disclosures shall be made prior to
the commencement of such persons’ engagement with the Company, and prior to every occasion in which
a potential conflict of interest could arise. Further, a review of any actual or potential conflicts of interest
will be conducted on at least an annual basis.

Employees, officers and directors who knowingly fail to disclose conflicts of interest or potential conflicts of interest
are subject to disciplinary action, including dismissal or removal from office.

CONTRACTUAL PROVISIONS
All agreements with contractors who are engaged in business transactions with Footprint shall include, as
appropriate, contractual provisions that include anti-corruption representations and undertakings, confirmation of
compliance programs that assure compliance with anti-corruption and other laws, allowing for internal audits of the
contracting party’s records to ascertain such compliance, and allowing for termination of the agreements for breaches
of the foregoing.

PROTECTION AND PROPER USE OF FOOTPRINT ASSETS AND SYSTEMS

Footprint provides various information and technology resources, such as computers, software, telephones,
networks, and other miscellaneous devices intended to maximize employee efficiency and job performance. These
tools are Company property and must only be used in a manner that positively reflects on the Company and our
employees. The sole purpose of Footprint’s equipment and supplies is the conduct of our business. They may only
be used for Footprint business consistent with Footprint’s guidelines.

Limited personal use of these assets may be occasionally permitted on a limited basis, but this use cannot interfere
with your work or job performance, or the work or job performance of your colleagues. Inappropriate or illegal use
of these assets will not be tolerated. Such improper use includes, but is not limited to inappropriate e-mails, logging
on to inappropriate web sites, distributing confidential or proprietary information of Footprint or its Constituent Third
Parties, hacking, pirating software, video or audio files, solicitations, or the distribution of literature.

The Company reserves the lawful right to monitor and inspect, without prior notice, the use by any employee of the
Company’s information and technology resources. Your Footprint assets are to be safeguarded at all times and
comply with IT security and information requirements. You must report any lost or stolen assets immediately.

Protecting Footprint assets against loss, theft or other misuse is the responsibility of every employee, officer, and
director. Loss, theft, and misuse of Footprint assets directly and adversely impact our business. Any such loss,
misuse or suspected theft should be reported immediately to the CPO or the CLO.

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