1. Pre-Close Rules of Engagement
For Deals Subject to Sherman Act and Hart-Scott-Rodino

2. CONFIDENTIALITY REMINDER
Our companies are still operating independently
All work associated with the integration teams should be considered confidential
Please do not share details of our integration work outside this team
The integration lead team will coordinate communications to both organizations as needed throughout the process

3. PRE-CLOSE RULES OF ENGAGEMENT
Legal Requirements — No Jumping the Gun Prior to Close
Neither company can attempt to exercise control over the other
We cannot exchange competitively sensitive information
We must operate as separate entities until the transaction closes
Examples of Prohibited Activities
No joint pricing, promotions, expansion plans (or influencing each other on these)
No coordination on competitive practices, decisions or strategies
Can’t participate in or influence each other’s day-to-day operations
No joint decision-making on operational purchases or dispositions
Acquirer employees cannot act on behalf of Target employees, nor vice versa
No coordination on sales, purchasing or contracts with suppliers or vendors
No division of customers or markets between the companies
No implementation of integration plans prior to closing
No broad unfettered access to each other’s systems ( , reports, etc.)
No access to office space or sales, marketing or operational personnel

4. COMPETITIVELY SENSITIVE INFORMATION
Before closing, no one should exchange competitively sensitive information with the other party without prior approval from the Legal Department.
Examples of competitively sensitive information include:
Current or future prices, price schedules, pricing policies, pricing plans or terms of sale
Product-specific costs, including materials and third-party labor supply costs and national vendor contract terms
Customer and product-specific prices, profitability, profit margins, discounts or rebates
Vendor prices, profit margins, discounts or rebates
Competitive strategies, including:
Sales, bidding and marketing plans
Specific harvesting plans
Growth or expansion plans (including product and geographic markets)
Other strategic plans
Attempts to retain specific customers, land suppliers or materials/labor suppliers

5. ACTIVITIES PERMITTED PRIOR TO CLOSING
The following activities may be permitted before closing:
Joint planning (but not implementation) of the combined company’s post-merger organizational structure
Explaining respective compensation plans and employee benefits to each other
Interviewing employees and assessing their qualifications for positions with the combined company post closing
Conducting “get to know you” visits of people in similar functions
In limited circumstances, holding joint “get to know you” visits with third-party commercial counterparties, but only after consulting with the Legal Department and not for sales purposes
Conducting transition team meetings for post-closing operational planning (coordinated in advance through the integration team in consultation with the Legal Department)
Discussing financial, tax, IT, environmental, health or safety issues that do not include competitively sensitive information
Discussing regulatory compliance
Discussing valuations of assets
Assessing technology capabilities and synergies in operational positions, but not integrating operations or positions in advance of closing

6. DATA EXCHANGE PROCESS
Acquirer’s Data Exchange? Securing and managing access and exchange of information between companies during the pre-close timeframe
Why is it important? Team leads will need more information to complete their workplans
How will it be managed? We will set up an information request process and secure SharePoint to deposit information. There will be folders for each team
Are there restrictions? Yes. We must adhere to pre-close rules of engagement and make sure we don’t exchange sensitive or prohibited information
What about sensitive information requests? Check with legal contacts
Weekly Process
Tuesday: New requests due
Wednesday: Requests reviewed with legal and sent to information source
Thursday: Data deposited in appropriate folder on SharePoint

7. PRE-CLOSE RULES OF ENGAGEMENT
Legal Requirements:
U.S. antitrust enforcement officials typically have two key concerns with respect to mergers between actual or potential competitors: (1) “jumping the gun” -- that is, Target or Acquirer attempting to exercise control over the other before merger clearance by the antitrust authorities or closing; and (2) exchanging competitively-sensitive information between the two companies prior to closing the merger. Engaging in either of these activities could subject one or both of the merging parties to antitrust liability.
Antitrust laws mandate that the parties operate as separate entities until the merger is formally closed. Target and Acquirer must remain separate and must not act or hold themselves out as a single entity prior to closing.
Broad communications regarding the integration (or the merger generally) need to be pre-cleared by the Legal Department to ensure compliance with applicable Securities and Exchange Commission rules.

8. PROHIBITED ACTIVITIES
Engaging in any of these activities could subject the parties to antitrust liability:
Target and Acquirer must not implement any joint pricing, promotions, expansion plans, or coordinate with each other with respect to competitive practices, decisions or strategies. Neither Target nor Acquirer may attempt to (or actually) influence the other’s pricing, promotion or discounting plans.
Target and Acquirer must not participate in or influence the other’s day-to-day, ordinary-course business activities.
Target and Acquirer may not generally communicate directly with the other’s employees, officers or directors outside the ordinary course.
Any communications will need to go through the integration teams.
Target and Acquirer may not participate in the other party’s decisions regarding purchases and dispositions, product pricing, or other business activities.
Neither Target nor Acquirer may act on behalf of, or hold itself out as the agent of, the other with respect to any matter.
Target and Acquirer may not plan, coordinate or conduct joint sales, purchasing, or contracting calls and may not divide customers or markets (whether by geography or product) between themselves. Also, they may not coordinate, jointly approach or negotiate with suppliers or other vendors.
Target and Acquirer may not implement any integration plans or actually merge operations or assets before closing.

9. PROHIBITED ACTIVITIES: EXAMPLES
Examples of prohibited “gun jumping” conduct that have resulted in fines include:
Allowing key personnel of the merging parties broad or unfettered access to each other’s systems and internal reports
Giving one party access or office space in the key commercial areas of the other party and extensive access to sales, marketing and operational personnel
Permitting one party to act as the agent of the other in dealing with customers or suppliers
Affording one party the right to review and approve key contracts entered into by the other party during the pre-merger period
Moving personnel or assets from the acquired company to the acquiring company
Having employees of one party report to employees of the other

10. ACTIVITIES PERMITTED PRIOR TO CLOSE
The following activities may be permitted before closing:
Target and Acquirer may jointly plan (but not implement) the combined company’s post- merger organizational structure.
Acquirer and Target may explain their respective compensation plans and employee benefits to each other.
Acquirer and Target may interview employees and assess their qualifications for positions with the combined company post closing.
Target and Acquirer may conduct “get to know you” visits of people in similar functions.
In limited circumstances, Acquirer and Target may conduct joint “get to know you” visits with third party commercial counterparties, but only after consulting with the Legal Department and not for sales purposes.
Target and Acquirer may conduct transition team meetings for post-closing operational planning. These meetings should be coordinated (in advance) through the integration team (in consultation with the Legal Department).
Target and Acquirer can discuss financial, tax, IT, environmental, health or safety issues that do not include competitively-sensitive information.
Target and Acquirer may discuss regulatory compliance.
Target and Acquirer may discuss valuations of assets.
Target and Acquirer may assess (i) technology capabilities and (ii) synergies in physical location positions, but may not integrate operations or positions in advance of closing.

11. COMPETITIVELY SENSITIVE INFORMATION
Before closing, no one should exchange competitively sensitive information with the other party without prior approval from the Legal Department. Examples of competitively sensitive information include:
Current or future prices, price schedules, pricing policies, pricing plans or terms of sale.
Product-specific costs, including materials and third-party labor supply costs and national vendor contract terms.
Customer and product-specific prices, profitability, profit margins, discounts or rebates.
Vendor prices, profit margins, discounts or rebates.
Competitive strategies, including:
-sales, bidding and marketing plans
-growth or expansion plans (including product and geographic markets)
-other strategic plans
-attempts to retain specific customers, material suppliers, or labor suppliers