The Eyak Corporation & Subsidiaries’ Ethics Training 2013

1. The Eyak Corporation & Subsidiaries’Ethics Training2013

2. Overview • Purpose of the Code of Ethics (Code) is to promote: • Honest and ethical conduct; • Prompt internal reporting of violations of the Code; • Accountability for adherence to the Code. • The Eyak Corporation (Eyak) Ethics Officers and Corporate Counsel • Senior Ethics Officer – Mark Truog • Field Ethics Officer – John Spear • Corporate Counsel – Brennan Cain • Ethics Hotline: 1-855-230-8382

3. Overview • CEO Message • Personal Conduct • U.S. Government Contracting • General Business Conduct • Review and Closing Remarks

4. Overview • Ethics & Compliance Contact Information • You should consult with an Eyak Ethics Officer or Corporate Counsel if you have questions about the Code of Ethics. • The following slides also contain cross-references to the relevant section of the Code of Ethics (i.e., Stds. §__) for further inquiry and review. • Compliance with the Code of Ethics is essential. Report any violations or suspected violations to an Eyak Ethics Officer, Corporate Counsel or the Ethics Hotline. Hotline #: 1-855-230-8382

5. CEO MessageRod Worl

6. Personal Conduct

7. Personal Conduct • Conflicts of Interest: Personal Conflicts (Stds. § II.A.1) • A conflict of interest exists when an employee’s private interest interferes with or is contrary to the interests of Eyak. A conflict situation can arise when an employee takes actions or has interests that may make it difficult to perform Eyak responsibilities objectively or effectively. • All of Eyak’s business transactions and relationships must be free from even the appearance of impropriety. • Example: Company Picnic Vendor

8. Personal ConductConflicts of Interest Continued: • Organizational Conflicts of Interest (“OCIs”) (Stds. § II.B.15) • Eyak must be attentive to such conflicts which may result from prior Government services work performed by the company. • Eyak must be attentive to conflicts which may result from an employee’s or potential employee’s current government employment. • Example: 18 U.S.C. § 205 prohibits a Government officer or employee from acting as an agent for anyone before the Government in connection with any “covered matter” (including a contract) in which the United States is a party or has a direct and substantial interest. • Any employee aware of a situation that creates, could create or gives the appearance of a Conflict of Interest should report this to an Eyak Ethics Officer, Corporate Counsel or the Ethics Hotline immediately. Hotline #: 1-855-230-8382

9. Personal Conduct • Confidentiality and Non-Disclosure (Stds. § II.A.2) • Confidential Information can be broadly interpreted as: • Information others could find useful in competing or negotiating with Eyak; • Information that could compromise Eyak’s standing in the business community; • Third-party information others could use to their advantage. • Employees should be conscious of inadvertently disclosing confidential information in social settings with both work and non-work associates. • Refer to the Code for a list of potential types of confidential information and suggested best practices

10. Personal Conduct • Corporate Opportunities (Stds. § II.A.4) • Employees are prohibited from taking advantage of opportunities discovered through the use of Eyak property, information or position for their personal gain without the consent of the Board of Directors or the Eyak subsidiary’s Member Representative. • Insider trading laws may apply in some situations even though Eyak is not a publicly traded company.

11. Personal Conduct • Workplace Safety – (Stds. § II.A.7 & II.A.8) • Harassment • Eyak will not tolerate any form of workplace harassment or discrimination of any kind in the workplace. • Do NOT make or tolerate inappropriate jokes about an individual’s race, color, sex, religion, etc… • Report any inappropriate behavior immediately to your supervisor, an Eyak Ethics Officer or Corporate Counsel. • You can always report to the hotline anonymously at 1-855-230-8382

12. Personal Conduct • Workplace Safety – (Stds. § II.A.7 & II.A.8) • Drug and Alcohol Use • Zero tolerance for illegal drug use in the workplace or during the work day • Alcohol use on company premises is prohibited and discouraged during business hours. • Security Access Items • Employees are responsible for securely managing all access items such as ID badges and access codes. • Do not share with unauthorized individuals!

13. U.S. Government Contracting

14. U.S. Government Contracting • Overview: Compliance in the Federal Government Marketplace • Heavily regulated. Many laws and regulations that govern and/or restrict certain types of conduct that may otherwise be permissible in the commercial context. • Severe civil and/or criminal penalties for violations are possible for Eyak and/or the Eyak employee(s) involved. • Employees at all levels should be familiar with any procurement laws applicable to their particular job responsibilities.

15. U.S. Government Contracting • Federal Acquisition Regulations (FAR) (Stds. § II.B.1) • The FAR are the government procurement regulations that govern all acquisition and contracting procedures with the Federal government. • The FAR can be found online at websites such as: http://www.acquisition.gov/ • Employees should consult with an Eyak Ethics Officer or Corporate Counsel if they have any question regarding the interpretation or applicability of any procurement regulation.

16. U.S. Government Contracting • Improper Payments/Bribery (Stds. § II.B.12) • It is illegal for Eyak to, directly or indirectly, offer, solicit, make or provide any kind of payments, favors or contributions for the purpose of: • Obtaining, giving or keeping business • Influencing customers, suppliers or U.S. or foreign government entities, including their officials or employees • Persuading any officials or employees of another company to fail to perform or to improperly perform their duties • Influencing legislation or regulations other than through appropriate lobbying and political avenues • Penalties are severe and include both civil and criminal sanctions.

17. U.S. Government Contracting • Anti-Kickback Act (Stds. § II.B.11) • Prohibits Eyak from offering, soliciting, providing or accepting anything of value for the purpose of obtaining, or rewarding favorable treatment in connection with the award of a U.S. Government prime contract or subcontract. • Examples of what could be considered a violation of the Act are: money, meals, beverages, trips, lodging, tickets to sporting events or personal services. • Foreign Corrupt Practices Act (Stds. § II.B.12) • Prohibits U.S. companies conducting business with foreign government entities from giving or offering to give anything of value to any foreign officials for the purpose of influencing such individual in his official capacity or causing such individual to influence the foreign government in order to obtain or retain business.

18. U.S. Government Contracting • Gifts involving Government Officials (Stds. § II.B.9) • It is a federal crime to give gifts or gratuities to a public official regardless of whether it is reimbursed by Eyak. • Government Officials are prohibited from soliciting or accepting such gifts. • No Eyak employee shall give, accept, offer or discuss offering a business courtesy, regardless of value, to any employee or representative of the U.S. Government without written approval from Eyak’s CEO, an Eyak Ethics Officer or Corporate Counsel.

19. U.S. Government Contracting • Suspended & Debarred Contractors (Stds. § II.A.13) • The U.S. Government publishes a list of persons and companies that are suspended or debarred from performing government contracts. • www.sam.gov - Search Records • Eyak does not do business with persons or companies suspended or debarred from performing government contracts.

20. U.S. Government Contracting • Truth in Negotiations Act (TINA) (Stds. § II.B.4) • TINA requires a contractor to submit cost or pricing data prior to: • The award of a negotiated contract or subcontract in excess of $550,000; or • The pricing of a change or modification greater than $550,000. • Even when an exception applies, the contracting officer may require submission of “other than cost or pricing data” to support price reasonableness or cost realism. • TINA allows the Government to audit a contractor for three years after final payment to evaluate accuracy, completeness, and currency of pricing data. • A price reduction, as well as potential civil and criminal liability, may follow if the data is found to be inaccurate, incomplete, or out of date.

21. U.S. Government Contracting • False Statement Act (Stds. § II.A.9) • Prohibits knowingly and willfully making a false statement concerning a matter within the jurisdiction of any department or agency of the U.S. • Need not be directed to the Government. • The prohibition extends to both oral and written statements (sworn or unsworn), forms, certifications, invoices, letters, time cards, receipts and quotes. • False Claims Act (Stds. § II.A.9) • It is a crime to knowingly assert a false claim against the Government. • A claim is a written demand or assertion seeking payment arising under or relating to a Government contract. • The claim need not be presented directly to the Government to trigger the severe penalties associated with non-compliance.

22. U.S. Government Contracting • Export Control Laws (Stds. § II.B.6) • Employees are expected to comply with all export control restrictions established by the U.S. Government • Office of Foreign Assets Control (OFAC) administers and enforces U.S. laws and regulations that impose economic sanctions on certain designated countries, individuals, or entities. • The International Trade in Arms Regulation (ITAR) controls the export of military use items and “deemed exports” to foreign persons. • Items subject to the ITAR are listed on the U.S. Munitions List (USML) • If you have any questions, please contact your supervisor, an Eyak Ethics Officer or Corporate Counsel.

23. U.S. Government Contracting • Employment of Former Military or Federal Employees (Stds. § II.B.8) • Restrictions exist on employment of former Military or Government employees. • Example: One year ban imposed for hiring certain former agency officials involved in procurement in excess of $10 million. • Prior to employment of any current or former Government employee, that employee must obtain a written advisory opinion from the Designated Agency Ethics Official that acceptance of the employment offer will not violate any ethics or conflict of interest statute, rule, regulation, or executive order. • Please consult with an Eyak Ethics Officer or Corporate Counsel prior to hiring or discussing employment with current or former government employees.

24. U.S. Government Contracting • Government Audits and Investigations (Stds. § II.A.11) • Procurement investigations can be classified into four categories: • Audits, Interviews, Subpoenas or Search Warrants • Eyak employees should notify an Eyak Ethics Officer or Corporate Counsel of all investigations immediately. • Three overriding principles should guide Eyak in all areas of contact with the Government in an audit or investigation situation: • Eyak employees should always obtain legal advice prior to responding to a Government investigation. You have this absolute right. • Eyak employees must not alter or destroy any documentation relating to the investigation or take any action that would hinder the investigation. • In any conversation with the Government, the employee should either (a) decline to answer or (b) if you do answer, tell the truth.

25. U.S. Government Contracting • Obstruction of Justice (Stds. § II.A.11) • Criminal statutes punish interference with Federal investigations. • Statutes specifically prohibit: • Knowingly and willfully making false statements concerning a matter within the jurisdiction of U.S.; • Falsifying, concealing, or covering up a material fact that is required to be disclosed; • Attempting to influence, obstruct, or impede a Federal auditor in performance of official duties; and • Attempting to influence, obstruct, or impede the due administration of justice. • Witness tampering statutes prohibit influencing a witness or informant by threats, force, or misleading conduct with the intent to hinder, delay, or prevent the communication of information to a Federal law enforcement official regarding the possible commission of an offense.

26. General Business Conduct

27. General Business Conduct • Gifts involving non-Government officials (Stds. § II.A.6) • Eyak employees should not offer, give, provide or accept any gift or entertainment in relation to its commercial business partners unless: • It’s consistent with customary business practices; • Is not a cash gift or excessive, lavish or extravagant in value; • It cannot be construed as a bribe or payoff; • Is infrequent in nature; • It does not violate any laws or regulations (such as the Anti-Kickback Act). • Modest gifts received by an Eyak employee should be made available for company use. • Gift baskets for example

28. General Business Conduct • Gifts involving non-Government officials (continued) • In the case of business meals, the employee should use their common sense and good judgment. • Gift or entertainment with a market value greater than $100 is considered lavish or extravagant and should be respectfully declined by the employee • Examples are: paid vacations, fishing trips, golf clubs or jewelry • If unsure, discuss with your supervisor, an Eyak Ethics Officer or Corporate Counsel.

29. General Business Conduct • Lobbying/Political Activity (Stds. § II.A.12) • Federal and state laws strictly regulate corporate political activity. For this reason, all political activity by Eyak is examined to ensure it is consistent with the law, Eyak’s values and business objectives. • Eyak encourages employees to be politically active on their own time and at their own expense.

30. General Business Conduct • Recordkeeping and Retention (Stds. § II.A.9) • False or artificial entries could lead to a false claim or statement, which is a criminal act and will not be tolerated by Eyak. • Eyak provides professional services and must ensure all time charges are accurate and relate to the appropriate contract. There must be a process for ensuring accurate billings. • Transactions between Eyak and outside individuals must be promptly and accurately entered in Eyak’s books in accordance with Generally Accepted Accounting Principles. • No Eyak employee should misrepresent facts or falsify records.

31. General Business Conduct • Non-Retaliation and Whistleblower Protections (Stds. § III.E) • No adverse actions or retribution of any kind will be taken against an employee because he or she reports a suspected violation of the standards or any other irregularity. • Federal “whistleblower” statutes supplement Eyak’s non-retaliation policies and specifically prohibit retaliation against an employee who reports any violation of the law to a public body or for participating in an investigation, hearing or inquiry held by that public body or a court. • Hotline #: 1-855-230-8382

32. General Business Conduct • Antitrust/Bid Rigging (Stds. § II.B.14) • The antitrust laws are designed to ensure fair competition and to preserve the free enterprise system. The following actions may be perceived as anti-competitive: • An agreement with one or more competitors to: • Agree on prices • Allocate markets or customers • Boycott certain suppliers • Limit production or quality • An agreement with a customer to: • Dictate resale prices • Give preferential pricing or terms • Restrict marketing efforts (territory, customers) • Require tie-in sales (require purchase of one product as condition of selling another)

33. Review and Closing Remarks

34. Review and Closing Remarks • Employee Responsibility (Stds. § II.B.16) • Each employee has an individual responsibility for understanding and complying with The Code of Ethics. • You are expected and required to report any suspected violations of The Code of Ethics or other irregularities to an Eyak Ethics Officer or Corporate Counsel immediately. • Hotline #: 1-855-230-8382

35. Review and Closing Remarks • Reporting Hotlines (Stds. § III.E) • A anonymous Hotline number has been established by Eyakfor individuals not comfortable reporting violations to an Eyak Ethics Officer or Corporate Counsel. • Hotline number is 1-855-230-8382 • Department of Defense Hotline number is 1-800-424-9098 • Reports of violations or suspected violations will be handled in confidence.

36. Review and Closing Remarks • Disciplinary Procedures (Stds. § III.G) • Eyak will conduct periodic unannounced internal compliance audits. Cooperation is expected and required. • Failure to comply with The Code of Ethics may subject an employee to disciplinary action, including sanctions ranging from a warning to termination, referral for criminal prosecution, and reimbursement to Eyak for any losses or damages resulting from the violation.

37. Reminders – Action items • Employee To Do List • Read the full Code of Ethics which has been provided to you via email. • Complete the brief Ethics quiz on PAGE 23 in the Code – also on the next slide • Sign and date the certification form on PAGE 24 of the Code of Ethics and return it, along with the completed Ethics quiz, to Mark Truog or John Spear by Friday, November 29th. • Email PDF to mtruog@eyakcorp.com or john.spear@eyaktek.com • Fax to (907) 334-6973, Attention: Mark Truog

38. 2013 Ethics Quiz • Your co-worker gives you their ID and password and asks you to complete their timesheet on Friday since they are heading out of town. What should you do? • Notify your supervisor of this request • Inform your co-worker that you cannot complete their timesheet • Both a and b • None of the above • True or False: It is not permissible for Eyak employees to offer or receive gifts from government officials. • Any information that others could find useful in competing with or negotiating with Eyak, or could compromise the standing of Eyak in the business community, is considered ___________ and should be protected by all Eyak employees. • True or False: Recording false or artificial entries within Eyak’s business records could lead to a false claim or statement, which is a criminal act and will not be tolerated by Eyak. • Employees of The Eyak Corporation should report all violations or suspected violations to either: • An Eyak Ethics Officer • The Ethics Hotline • Corporate Counsel • Any of the above

39. Questions? • Senior Ethics Officer – Mark Truog • Phone: (907) 334-6971 • Email: mtruog@eyakcorp.com • Field Ethics Officer – John Spear • Phone: (703) 880-5339 • Email: John.spear@eyaktek.com • Corporate Counsel – Brennan Cain • Phone: (907) 334-6971 • Email: bcain@eyakcorp.com

40. Thank You