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					                 CORPORATE

                         POLICY

                         MANUAL

                AWK CONSULTING ENGINEERS, INC.
                   1611 MONROEVILLE AVENUE
               TURTLE CREEK, PENNSYLVANIA 15145



                    REVISION 1: FEBRUARY 5, 1996



                           APPROVED BY:



ERROL S. ABDULLA, P.E.                                   DATE
PRESIDENT




                                                   Page 1 of 95
Introduction                                                 Rev. 1: February 5, 1996


                                POLICY MANUAL

The policies and procedures in this manual apply to AWK Consulting Engineers, Inc.
The policies and procedures in this manual are not intended to be contractual by
employees. AWK reserves the right to revoke, change, or supplement guidelines at any
time without notice. No policy is intended as a guarantee of continuity of benefits or
rights. No permanent employment or employment for any term is intended or can be
implied from any statements in this Manual.




                                                                         Page 2 of 95
Employee Acknowledgement Statement                               Rev. 1: February 5, 1996


I have read and understand the information in the AWK Policy Manual which outlines
the policies, practices, and benefit guidelines of AWK.

Since the information in the Policy Manual is necessarily subject to change as situations
warrant, it is understood that changes may supersede, revise, or eliminate one or more
of the policies contained therein. I understand these changes may be communicated to
me by my supervisor or through official notices. I accept responsibility for keeping
informed of these changes.

I further acknowledge my understanding that AWK is an "at will" company and that my
employment with AWK may be terminated at any time with or without cause subject to
the Equal Opportunity Section 2010 and other Federal/State Laws and Regulations.



Employee's Signature                                      Date


Name (Please Print)




AWK Form 1-1
2/5/96




                                                                             Page 3 of 95
             CHAPTER 1

AWK - OVERVIEW AND MISSION STATEMENT




                                       Page 4 of 95
AWK Overview                                                                     1010
                                                             Rev. 1: February 5, 1996


To All AWK Personnel:

AWK was founded in 1983, to provide the highest quality engineering services to clients
in the Pittsburgh, Pennsylvania and surrounding areas. The firm began with only a few
employees and has steadily grown to one employing more than 70 personnel engaged
in a wide variety of environmental, geotechnical, structural, drilling, and
construction/construction management services throughout the United States. Growth
plans call for expansion to more than 200 people operating from two or three principal
locations by the year 2000.

As a small company, the shareholders of AWK have established their principal goal as
corporate growth and have thus maintained a firm commitment to this goal via
maximum reinvestment of profits. At the same time, AWK's leadership is dedicated to
recruiting and retaining highly qualified and innovative personnel. Each of you is
therefore key to the attainment of AWK's objectives, and I strongly encourage and
appreciate your dedicated efforts and loyalty. Please remember, however, that
ultimately, our mutual success depends upon providing the highest quality services to
our clients. The value of customer satisfaction and the highest standards of business
ethics can therefore never be exaggerated.

I have attached thereto the mission statement and organizational chart for AWK
Consulting Engineers, Inc. Please review these documents carefully and ensure your
activities reflect a knowledge and understanding of their content.

Sincerely,


Errol S. Abdulla, P.E.
President




                                                                          Page 5 of 95
Mission Statement                                                       1020
                                                    Rev. 1: February 5, 1996


           THE MISSION OF AWK CONSULTING ENGINEERS, INC. IS

                      TO PROVIDE THE HIGHEST QUALITY

     ENVIRONMENTAL, GEOTECHNICAL AND STRUCTURAL ENGINEERING

     AND ASSOCIATED DRILLING AND CONSTRUCTION/CONSTRUCTION

       MANAGEMENT SERVICES AT A RELATIVE COST ADVANTAGE TO

          A NATIONWIDE CLIENT BASE AS A PRIME CONTRACTOR,

      IN PARTNERSHIP WITH AND AS A SUB TO OTHER CONTRACTORS

                    SO AS TO MAXIMIZE CORPORATE GROWTH

               WHILE PROVIDING ITS EMPLOYEES EQUITABLE

                        COMPENSATION AND BENEFITS

          AND AN OPPORTUNITY TO ADVANCE PROFESSIONALLY.




                                                               Page 6 of 95
   CHAPTER 2

HIRING PRACTICES




                   Page 7 of 95
Equal Opportunity                                                                  2010
                                                               Rev. 1: February 5, 1996


AWK is a minority-owned SDB/8(a) company and is committed to a policy of Equal
Opportunity and Affirmative Action. Our policy is to select the best qualified person for
each position in the organization. No employee of the company will discriminate against
an applicant for employment or a fellow employee because of race, creed, color,
religion, sex, national origin, ancestry, age, or any physical or mental handicap. No
employee of the company will discriminate against any applicant or fellow employee
because of the person's veteran status. This policy applies to all employment practices
and personnel actions. AWK has adopted an affirmative action policy which essentially
means that the company will aggressively seek out, hire, develop, and promote qualified
members of protected groups (defined as racial minorities, women, physically or
mentally handicapped, disabled veterans, veterans of the Vietnam era, and persons
ages of 40 and over). It is the responsibility of all supervisors to see that the company
policy of equal opportunity is communicated throughout the organization. The
company's policy on equal opportunity is posted on the company bulletin board.




                                                                            Page 8 of 95
Recruitment                                                                          2020
                                                                 Rev. 1: February 5, 1996


AWK's position in the business community demands that recruitment consistent with our
affirmative action policy be conducted in an aggressive manner to attract top-caliber
individuals to fill positions at all levels of the organization. Some positions may be filled
by employee transfers or promotions. Others will be assigned to new employees who
are recruited or apply directly to the company. Active recruitment for a specific position
will only begin after approval by the President. Recruitment may be conducted through
advertising, employment agencies, colleges and schools, employee referrals, or
technical and trade referrals. The Director, Administration is the only person who is
authorized to approve expenditure of recruitment funds and negotiate and approve/sign
employment agency agreements. Supervisors should discuss the most appropriate
method of recruitment for filling departmental positions with the Director, Administration.
All recruitment shall be conducted in an ethical, professional, and non-discriminatory
manner. Before filing any approved position vacancy, current employees who apply
shall be given equal consideration for transfer or promotion.

A list of current openings will be posted on the AWK bulletin board.




                                                                               Page 9 of 95
Employee Selection Process                                                         2030
                                                               Rev. 1: February 5, 1996


General

Selection of candidates for all positions will follow AWK Equal Opportunity and
Affirmative Action policies. The hiring supervisor is responsible for preparing the
position requisition (AWK Form 2030-2). The President will approve all position
requisitions prior to commencement of active recruiting efforts.

Only the Director of Administration is authorized to place ads, respond to inquiries from
employment agencies, and post requisitions on the company bulletin board.
Subsequent to approval of an employment agency agreement, the hiring supervisor will
work directly with the agency recruiter to ensure generation of the most qualified
potential employment candidates.

Resumes/applications received will be logged-in (AWK Form 2030-5) and initially
screened by the Director of Administration. Job-related duties and qualifications, as
listed on the position requisitions, will provide the basis for initial screening of
applications. Applications and resumes received for requisitioned positions will be
forwarded to the hiring supervisor.

Screening

Screening for the minimum qualifications will be conducted by the hiring supervisor who
will select those individuals to be interviewed for the position. Resumes of personnel
not selected for interview or for those interviewed but not offered employment will be
filed in corporate files (together with interview summary sheets) and retained for one
year.

Interviews

Initial interviews are performed by the hiring supervisor using a prospective employee
selection package (see AWK Form 2030-1) obtained from the Director of Administration.
Initial interviews may be conducted by telephone.

Upon approval by the Director, Administration, candidates from outside the local area
who are recommended for in-person interview will be invited to visit AWK on an
expense reimbursement basis. Prior to travel, the prospective employee is provided a
Company Expense Sheet and the general guidelines for travel expenses which are
presented in Chapter 5, Travel Reimbursement. Receipts are required for all major
expenses. Reimbursements are approved by the Director of Administration.

Only job-related questions or ones which assess the candidate's experience, skill, and
training will be asked during interviews. Salary commitments will be avoided during the



                                                                          Page 10 of 95
Employee Selection Process                                                         2030
                                                               Rev. 1: February 5, 1996


initial interview.

AWK Interview Summary Sheet (AWK Form 2030-4) will be completed for all interviews.
The hiring supervisor will make hiring recommendations to his/her supervisor based
upon the results of initial/follow-up interviews. Additional interviews may be requested
by higher-level supervisors/corporate leadership. The applicant will be required to
complete an AWK Employment Application prior to any follow-up interviews or the
extension of an offer of employment.

Testing

Some positions will require skills for which a known level of competence must exist, for
example, typing, mathematics, and CADD. Under these circumstances, the Director,
Administration may request applicants to demonstrate these skills by completing an
exercise involving a job-related work sample. It must be evident that such an exercise
measures knowledge or skills required for the particular job performance. All
interviewed applicants must be given the same exercise.

Background Verification

Before extending an employment offer and upon the applicant's prior agreement that
inquiries may be made, at least two applicant references must be checked by the hiring
supervisor. Inquiries are to be made in a professional manner requesting only factually
verifiable and job-related information. The reference data is used only as supplemental
information for the hiring decision.

The Director, Administration will be responsible for verification of employment
information provided by the applicant, if the information is needed in making a candidate
selection. The only information to be verified from prior employers will be the following:

1.     Dates of employment
2.     Positions held
3.     Salary at time of termination

The applicant should be advised by the hiring supervisor that this information will be
verified. Additional information should not be requested from prior employers, unless
the applicant agrees in writing, because it may violate the applicant's privacy.


Hiring Decisions

After candidate interviews, verification of employment history, and reference inquiries,
the President will authorize an employment offer to include salary limits. The hiring
supervisor is responsible for the employment offer and may make a verbal offer
personally or may delegate this responsibility to the Director, Administration.


                                                                           Page 11 of 95
Employee Selection Process                                                           2030
                                                                 Rev. 1: February 5, 1996



After the verbal offer has been made and the candidate has agreed to the essential
terms of the offer (typically position, employee classification, salary or rate, and starting
date), a written offer will be prepared by the hiring supervisor, coordinated through the
Director, Administration, signed by the President or Vice President and submitted to the
candidate in person or by mail. The written offer (see Example Form 2030-6) will
confirm the verbal offer and will include the position title, designation of supervisor,
initial duties, compensation, benefits and starting date. The candidate will be required
to sign and date an acceptance of the written offer which will state as follows: "The
undersigned accepts the above employment offer and agrees that it contains the terms
of employment with AWK and that there are no other terms expressed or implied. It is
understood that employment is subject to verification of identity and employment
eligibility and may be terminated by AWK at any time for any reason."

The verbal or written offer must not express or imply that employment is "permanent,"
"long-term," of a specific duration, or words of similar meaning other than where a
temporary position of known duration is to be filled. Employment may be made
contingent upon certain job-related factors, such as obtaining a specific state or federal
license or security clearance when appropriate or desirable.

Every newly-hired employee must verify their eligibility for employment within three
business days of accepting employment. The personnel department will not notify other
candidates that the position has been filled until the new employee has complied with
the law. The employee will fill out and execute the top of Form I-9, an example of which
is included at the end of the Policy Manual. The personnel department will complete
Form I-9 after examining the employee's documentation of identity and employment
eligibility.




                                                                              Page 12 of 95
Sexual Harassment                                                                  2040
                                                               Rev. 1: February 5, 1996


AWK will not allow any form of sexual harassment or any conduct that has the purpose
or effect of interfering with an individuals work performance or creating an intimidating,
hostile, or offensive work environment.

Such conduct, when experienced or observed, should be reported immediately to either
the offender's or offendee's supervisor. The Director, Personnel, Finance & Accounting
will conduct an investigation and will report the findings to the Vice President or
President. The privacy of the employee filing the report and the employee under
investigation shall be respected at all times.

Any intentional sexual harassment is considered to be a major violation of company
policy and will be dealt with accordingly by corrective counseling and/or suspension or
termination, depending upon the severity of the violation.

It is the intent of AWK to provide a work environment free from verbal, physical, and
visual forms (e.g., signs, posters, or documents) of sexual harassment and an
environment free of harassment, intimidation or coercion in any form. All employees are
expected to be sensitive to the individual rights of their co-workers.




                                                                           Page 13 of 95
Substance Abuse                                                                     2060
                                                                Rev. 1: February 5, 1996


AWK is committed to providing an employment environment that is safe and provides
appropriate motivation to ensure a creative and productive work force. To this end, the
company unequivocally endorses the philosophy that the workplace should be free from
the detrimental effects of illicit drugs and alcohol. To insure worker safety and
workplace integrity, the illegal manufacture, possession, distribution or use of controlled
substances or alcohol in the workplace (company premises or any AWK parking lot,
storage area or job site) by its employees or those who engage or seek to engage in
business with the company is prohibited, and violations are subject to severe
disciplinary action. Severe disciplinary action can include suspension, dismissal, or any
other penalty appropriate under the circumstances. In all instances, disciplinary action
to be administered shall be at the sole discretion and determination of the company.

Operation of a company vehicle while under the influence of controlled
substances or alcohol is strictly prohibited. Any employee cited for driving under
the influence, or any related citation, will be terminated immediately.

The employee who begins work while impaired or who becomes impaired while at work
and continues to work is guilty of a major violation of company rules and is also subject
to severe disciplinary action.

"Impairment" or "being impaired" means that an employee's normal physical or mental
abilities, or faculties, while at work have been detrimentally affected by the use of
substances.

Employees who are taking prescription drugs shall report this to their
supervisor/manager. This is for the protection of the employee and for safety purposes
in case of an adverse reaction to the drug while at work, or so the employee is not
falsely accused of taking an illegal substance.

A supervisor who suspects a substance abuse case should discuss the situation
immediately with his or her supervisor. Because each case is usually different, the
handling and referral of the case must be coordinated with the supervisor and the
Director, Personnel, Finance & Accounting.

We have resources available to assist an employee who requests help with substance
abuse. The employee must ask for help. The company will not require it. Should
disciplinary action be pending against an employee who asks for help, the company will
assist to the extent of its resources assuming that the employee remains employed.
Nonetheless, regular disciplinary action will proceed. If the employee is terminated, the
company will be unable to continue any program. Voluntary, successful participation in
a recovery or rehabilitative program by an employee may be a mitigating factor in any
disciplinary action, depending on the facts and circumstances of each individual case.



                                                                            Page 14 of 95
Substance Abuse                                                                  2060
                                                             Rev. 1: February 5, 1996


In some cases, disciplinary action may be suspended, or the employee placed on
probation pending a successful completion of a recovery program.

Employees who are placed on a rehabilitation program because of performance or
behavior problems due to substance abuse are subject to dismissal for failure to
successfully complete the program or change their performance or behavior.

Applicants who have a past history of substance abuse and who have demonstrated an
ability to abstain from the substance, or who can provide medical assurance of
acceptable control, may be considered for employment as long as they are otherwise
qualified for the position for which they are applying.

Management has chosen to adopt an alcoholic beverage policy in keeping with the
concern for and the risks associated with alcohol use. Alcoholic beverages shall not be
served or used on AWK premises at any time. Alcoholic beverages have no part in and
shall not be used in conjunction with any company business meeting. Social activities,
held off-premises are not affected by this policy. If management considers it
appropriate, light alcoholic beverages may be served at company sponsored events
held off premises and for purely social reasons. The service must be managed in good
taste and with good judgment. No alcoholic beverages should be served at any
company event where children are present.

The company is concerned with its employee's privacy, especially where matters
regarding medical and personal information are involved. As long as the information is
not needed for police or security purposes, the company shall maintain employee
medical and personal information in confidence and release this information to
authorized company personnel on a strict "need to know" basis.

An exception to this policy is where the employee signs a release for the transfer of
such information on forms acceptable to the company to designated persons or
agencies.

Nothing contained in this section shall eliminate or modify the company' right to
terminate any employee at any time for any reason.

Each employee and new hire will receive a Drug/Alcohol Abuse Awareness Form (AWK
Form 2060-1) to be signed and dated by the employee and which shall indicate that the
employee:

1.    Understands and agrees to abide by the drug/alcohol free workplace policy;

2.    Has knowledge that disciplinary action, possibly including termination, will be
      imposed for violation of this policy;

The signed and dated statement will be permanently maintained in the employee's


                                                                         Page 15 of 95
Substance Abuse                                                                    2060
                                                               Rev. 1: February 5, 1996


personnel file.

All current employees will receive drug/alcohol abuse training. New hires will receive
training within six months following the date of hire. Training shall include information
on drug/alcohol abuse; dangers of drug/alcohol abuse in the workplace; and available
counseling and treatment services.




                                                                          Page 16 of 95
Smoking                                                                            2070
                                                               Rev. 1: February 5, 1996


No smoking will be allowed in the AWK office building at any time. This policy is for the
health and safety of all employees.

Employees' cooperation is requested, as this policy must be rigidly enforced to comply
with the company health and safety requirements and to maintain proper insurance
coverage for our building.




                                                                          Page 17 of 95
Employment Classifications                                                            2080
                                                                  Rev. 1: February 5, 1996


There are three general classifications of employees:

1.     Regular Full-Time: An employee who works a normal 40-hour workweek on a
       regularly-scheduled basis.

2.     Regular Part-Time: An employee who works less than a normal 40-hour
       workweek, on either a regularly-scheduled basis or on an irregular basis.

3.     Temporary: An employee hired for a period not exceeding three months and
       who is not entitled to regular benefits. An extension of a temporary work
       classification for an additional three-month period, or less, may be granted, if
       upon review by management, the assignment is clearly found to be necessary. A
       temporary employee may be full-time or part-time. In addition to the use of this
       classification for secretarial, clerical, or helper positions, it applies to students
       working part-time and those who work during the summer. AWK employs
       students      part-time and during summer hours when the workload and
       assignments are suitable.

Employees are further classified on the basis of their typical work location:

1.     Office Staff: An employee who is normally expected to spend his workweek in
       the office, but who may on occasion be given assignments at field locations.
       This classification generally includes the engineering, scientific, and clerical staff.

2.     Field Staff: An employee who is normally expected to spend his workweek at
       field locations, but who may on occasion be given assignments in the office. This
       classification generally includes the construction inspectors, surveyors, drillers
       and drillers' helpers, and construction workers.

Provisions in the Fair Labor Standards Act also divide all employees into one of two
classifications, exempt and nonexempt, with respect to eligibility for overtime payment:

1.     Exempt: An employee considered to be either managerial, administrative,
       professional or outside sales, and who is not eligible to receive premium pay for
       overtime.

2.     Nonexempt: An employee who devotes most of his or her hours in activities that
       are not managerial, administrative, professional or outside sales, and who is
       eligible to receive premium pay for overtime.




                                                                                Page 18 of 95
Employment Classifications                                                         2080
                                                               Rev. 1: February 5, 1996


If any employee is uncertain as to his/her status, the employee's supervisor will provide
the information.




                                                                          Page 19 of 95
Employee Safety                                                                    2090
                                                               Rev. 1: February 5, 1996


AWK strives to provide its employees with a safe and healthful workplace environment.
To accomplish this goal, both management and employees must diligently undertake
efforts to promote safety.

The company, through its supervisory personnel, shall develop and implement safety
rules and regulations. This process will be ongoing and will require periodic informal
safety audits. Safety audits will be undertaken to determine the necessity and feasibility
of providing protective clothing, devices, or safeguards to make the workplace safe and
healthful. The company shall also undertake the responsibility to educate employees as
to hazards of the workplace and to train employees as to such hazards and the proper
and safe method to perform job tasks. For example, all personnel involved in
hazardous waste operations must complete the OSHA/EPA 40-hour HAZWOPER
training as well as the 8-hour refresher course, required as part of 29 CFR 1910.120.

Employees shall devote their full-time skill and attention to the performance of their job
responsibilities utilizing the highest standard of care and good judgment. Employees
will follow all safety rules and regulations at all times, will use protective clothing,
devices, or equipment, attend all training sessions related to employee's job description,
and follow the directions of warning signs or signals or the commands or directions of
supervisory personnel.

All job related injuries are to be reported to the Director, Personnel, Finance and
Accounting immediately, regardless of severity. The Director, Personnel, Finance and
Accounting will then complete the "Employer's Report of Occupational Injury or
Disease" and forward it immediately to SWIFTCARE. The injured employee will be
issued a copy of the report and a medical copy to be completed by the attending
physician. If the injury is an emergency, injured personnel should seek immediate
medical attention. All other injuries must be treated by the SWIFTCARE network of
providers (included at the back of this manual and also posted on the bulletin board at
1611 Monroeville Avenue office). Should the status of an injury change, it should be
reported to the Director, personnel, Finance and Accounting who will then complete a
"Change of Status Report" and submit it to SWIFTCARE.

Safety rules and regulations will be issued or modified from time to time and shall be
effective immediately. Rules and regulations will be distributed to employees and
posted on the employee bulletin board. Safety First!




                                                                           Page 20 of 95
Anniversary Date                                                                     2100
                                                                 Rev. 1: February 5, 1996


A regular full-time employee's anniversary date is defined as his or her first day on the
job with the company. This date will be used for computing benefits upon length of
service.

The anniversary date for a regular part-time or temporary employee whose employee
classification has been changed to regular full-time will be the first day as a regular full-
time employee with the company. This date will be used for computing benefits upon
length of service.




                                                                              Page 21 of 95
New Hire                                                                        2110
                                                            Rev. 1: February 5, 1996


The Director, Personnel, Finance and Accounting is responsible for having the new
employee fill out all preemployment forms, benefit applications, and enrollment forms;
and providing, on the employee's first day of work, basic information on pay and leave
policies, benefits, parking situations, and working hours.




                                                                        Page 22 of 95
Rehire                                                                             2120
                                                               Rev. 1: February 5, 1996


Applications received from former employees will be processed using the same
procedures and standards that govern all other employment applications. The hiring
supervisor will review the former employee's performance records and circumstances
surrounding termination of previous employment with the company. AWK is under no
obligation to rehire former employees.

Employees who are re-employed by the company after termination will lose their original
anniversary date for all purposes and be assigned a new date corresponding to their
first day on the job after re-employment. This policy shall not apply to layoffs or to an
employee who was erroneously terminated for cause and later reinstated.




                                                                          Page 23 of 95
Return to Work After Serious Injury or Illness                                     2130
                                                               Rev. 1: February 5, 1996


As joint protection to the employee and the company, employees who have been
absent from work because of serious illness or injury are required to obtain a doctor's
release specifically stating that the employee is capable of performing his or her normal
duties or assignments. A serious injury or illness is defined as one that results in the
employee being absent from work for more than two consecutive weeks, or one which
may limit the employee's future performance of regular duties or assignments. AWK
management shall ensure that employees who return to work after a serious injury or
illness are physically capable of performing their duties or assignments without risk of
re-injury or relapse.

If the cause of the employee's illness or injury was job-related, the employee's
supervisor will make every reasonable effort to assign the returning employee to
assignments consistent with the instructions of the employee's doctor until the employee
is fully recovered. A doctor's written release is required before recovery can be
assumed.




                                                                          Page 24 of 95
Performance Improvement                                                            2150
                                                               Rev. 1: February 5, 1996


Performance improvement may be suggested when company management believes
that an employee's performance is less than satisfactory and can be resolved through
adequate counseling. Corrective counseling is completely at the discretion of company
management. The company desires to protect its investment of time and expense
devoted to employee orientation and training whenever that goal is in the company's
best interests. The company expressly reserves the right to discharge "at will." Even if
corrective counseling is implemented, it may be terminated at the discretion of
management. Management, in its sole discretion, may either warn, reassign, suspend,
or discharge any employee at will, whichever it chooses and at any time.

The supervisor will determine the course of action best suited to the circumstances.
The steps in performance improvement are as follows (Although the supervisor may
skip one or more of these steps under appropriate circumstances with concurrence of
the Vice President or President):

1.    Verbal counseling - As the first step in correcting unacceptable performance or
      behavior, the supervisor should review pertinent job requirements with the
      employee to ensure his or her understanding of them. The supervisor should
      consider the severity of the problem, the employee's previous performance
      appraisals and all of the circumstances surrounding the particular case. The
      seriousness of the performance of misconduct should be indicated by stating that
      a written warning, probation, or possible termination could result if the problem is
      not resolved. The employee should be asked to review what has been discussed
      to ensure his or her understanding of the seriousness of the problem and the
      corrective action necessary. The supervisor should document the verbal
      counseling for future reference immediately following the review.

2.    Written counseling - If the unacceptable performance or behavior continues, the
      next step should be a written warning. Certain circumstances, such as violation
      of a widely known policy or safety requirement, may justify a written warning
      without first using verbal counseling. The written warning defines the problem
      and how it may be corrected. The seriousness of the problem is again
      emphasized, and the written warning shall indicate that probation or termination
      or both, may result if improvement is not observed. Written counseling becomes
      part of the employee's personnel file, although the supervisor may direct that the
      written warning be removed after a period of time, under appropriate
      circumstances.

3.    Probation - If the problem has not been resolved through written counseling or
      the circumstances warrant it, or both, the individual should be placed on
      probation. Probation is a serious action in which the employee is advised that



                                                                           Page 25 of 95
Performance Improvement                                                          2150
                                                             Rev. 1: February 5, 1996


     termination will occur if improvement in performance or conduct is not achieved
     within the probationary period. The employee's supervisor, after review of the
     employee's corrective counseling documentation, will determine the length of
     probation. Typically, the probation period should be at least two weeks and no
     longer than 60 days, depending on the circumstances. A written probationary
     notice to the employee is prepared by the supervisor. The letter should include a
     statement of the following:

     *     The specific unsatisfactory situation;
     *     A review of oral and written warnings;
     *     The length of probation;
     *     The specific behavior modification or acceptable level of performance;
     *     Suggestions for improvement;
     *     A scheduled counseling session or sessions during the probationary
           period;
     *     A statement that further action, including termination, may result if defined
           improvement or behavior modification does not result during probation.
           "Further action" may include, but is not limited to reassignment, reduction
           in pay, grade, or demotion.

     The supervisor should personally meet with the employee to discuss the
     probationary letter and answer any questions.           The employee should
     acknowledge receipt by signing the letter. If the employee should refuse to sign,
     the supervisor may sign attesting that it was delivered to the employee and
     identifying the date of delivery. The probationary letter becomes part of the
     employee's personnel file.

     On the defined probation counseling date or dates, the employee and supervisor
     will meet to review the employee's progress in correcting the problem which led
     to the probation. Brief written summaries of these meetings should be prepared
     with copies provided to the employee and the Director, Administration.

     At the completion of the probationary period, the supervisor will determine
     whether the employee has achieved the required level of performance and
     consider removing the employee from probation, extending the period of
     probation, or taking further action. The employee is to be advised in writing of
     the decision. Should probation be completed successfully, the employee should
     be commended, though cautioned that any future recurrence may result in further
     disciplinary action.

4.   Suspension - A two or three day suspension without pay may be justified when
     circumstances reasonably require an investigation of a serious incident in which
     the employee was allegedly involved. A suspension may also be warranted
     when employee safety, welfare, or morale may be adversely affected if a
     suspension is not imposed. In addition, and with prior approval of the Vice


                                                                         Page 26 of 95
Performance Improvement                                                          2150
                                                             Rev. 1: February 5, 1996


     President or President, suspension without pay for up to three consecutive
     working days may be imposed for such proven misconduct as intentional
     violation of safety rules, fighting, or drinking alcohol on the job. These examples
     do not limit management's use of suspension with or without pay in other
     appropriate circumstances, such as the need to investigate a serious incident. In
     implementing a suspension, a written counseling report should set forth the
     circumstances justifying the suspension. Such a report shall become part of the
     employee's personnel file.

5.   Involuntary Termination - The involuntary termination notice and an outline for
     use in making the termination notification is to be prepared by the supervisor with
     the concurrence of, and review by, the Director, Administration. Both documents
     are approved by the Vice President or President. The employee is notified of the
     termination by the supervisor and will be directed to report to the personnel
     department for debriefing and completion of termination documentation.




                                                                         Page 27 of 95
Terminations                                                                         2160
                                                                 Rev. 1: February 5, 1996


Terminations are to be treated in a confidential, professional manner by all concerned.
The supervisor, and personnel department must assure thorough, consistent, and
evenhanded termination procedures. This policy and its administration will be
implemented in accordance with the company equal opportunity statement.

Inasmuch as an employee can terminate his or her employment with the company at
any time and for any reason, AWK can terminate an employee at any time and for any
reason with or without cause subject to the Equal Opportunity Section 2010 and other
Federal/State Laws and Regulations. The company subscribes to the policy of
employment at will. Continued employment with the company is at the sole and
exclusive option of company management. Permanent employment or employment for
a specific term cannot be guaranteed or promised. In the absence of a specific written
contract of employment between an employee and the company, no promises or
guarantees of permanent or specific term employment will be made to an employee by
anyone, nor will such promises or guarantees, if made, ever be adhered to by the
company or enforced by the employee.

Terminating employees are entitled to receive all earned pay, including vacation pay.
Unused sick time will be forfeited.

Employment with the company is normally terminated through one of the following
actions:

1.     Resignation - voluntary termination by the employee;

2.     Dismissal - involuntary termination by the company;

3.     Layoff - termination due to reduction of the work force or elimination of a position.

Resignation

An employee desiring to terminate employment, regardless of employee classification,
is expected to give as much notice as possible. Two weeks or 10 working days are
generally considered to be sufficient notice time to find a replacement.

Should an employee resign to join a competitor, if there is any other conflict of interest,
or if the employee refuses to reveal the circumstances of his or her resignation and/or
identity of the future employer, the employee may be required to leave the company
immediately rather than work during the notice period. This is not to be construed as a
reflection upon the employee's integrity, but an action in the best interests of business
practice.



                                                                             Page 28 of 95
Terminations                                                                        2160
                                                                Rev. 1: February 5, 1996



Dismissal

An employee may be dismissed at any time, for any reason, with or without cause, at
the sole and absolute discretion of company management subject to the Equal
Opportunity Section 2010 and other Federal/State Laws and Regulations. In the case
of dismissal, the company may, in its sole discretion, give some notice of its intent to
dismiss an employee, but the company is not required to give any such notice.

Layoff

When a reduction in force is necessary, or one or more positions are eliminated, the
company will, in its sole discretion, identify the employees to be laid off. The company
may give two weeks notice to the laid off employee, but it reserves the right to give a
lesser amount of notice.

Terminations Processing Procedures

1.       The President or Vice President will approve all dismissals and layoffs. In the
         event of a dismissal or layoff, the supervisor will prepare an outline for use in
         making the termination notification and a formal involuntary termination notice
         letter. Subsequent to approval of both documents, the supervisor will notify the
         terminating employee. The terminating employee's supervisor must immediately
         notify the Director, Personnel, Finance & Accounting of any termination so that a
         termination checklist can be initiated. The Director, Personnel, Finance &
         Accounting will direct and coordinate the termination procedure.

2.       All outstanding advances charged to the terminating employee will be deducted
         from the final paycheck by the payroll department.

3.       On the final day of employment, the Director, Personnel, Finance & Accounting
         must receive all keys, ID cards, and company property from the employee.

4.       The Director, Personnel, Finance & Accounting shall conduct an exit interview
         with the employee.

5.       The employee will pick up his or her final payroll check from the Director,
         Personnel, Finance & Accounting on the regular pay date of the month of
         termination. The final check shall include all earned pay and any expenses due
         the employee.




                                                                            Page 29 of 95
 CHAPTER 3

COMPENSATION




               Page 30 of 95
Equal Pay                                                                        3010
                                                             Rev. 1: February 5, 1996


At no time will AWK pay wages to any employee at a rate less than the company pays
employees of the opposite sex for comparable work requiring comparable skills. This
policy is to be construed in accordance with the applicable Federal and State laws and
regulations.




                                                                        Page 31 of 95
Position Descriptions                                                                3020
                                                                 Rev. 1: February 5, 1996


Position descriptions are available in the Personnel Department for all positions in the
company. The items included in each position description are the following:

1.    Title of Position;

2.    Assigned Organizational Unit (e.g., Payroll, Marketing);

3.    Position Classifications;

4.    Position Summary or Overview;

5.    Position Qualifications (minimum qualifications including job experience, skills,
      and education); and,

6.    Major Duties and Responsibilities.


Position descriptions are used to determine employee selection, job requirements,
performance appraisals, organizational structure, and the relative worth of jobs in
relation to each other. Company management annually reviews all company positions
to ensure equity and consistency in our human resource system.




                                                                           Page 32 of 95
Workday                                                                               3030
                                                                  Rev. 1: February 5, 1996

Office Employees

Each employee is expected to have a regular staring time each day, Monday through
Friday. Your regular starting time can range from 7:30 to 8:30 a.m., but is subject to the
approval of your immediate supervisor. Your starting time must be regular. That is,
once the starting time you choose is approved by your supervisor, it becomes your
starting time each day.

You are then expected to arrive prior to your regular starting time, take one (1) hour for
lunch, and work eight (8) hours, or more, as you may be directed by your supervisor.
Thus if you regularly start at 7:30 a.m., you could leave as early as 4:30 p.m. If you
regularly start at 8:15 a.m., you could leave as early as 5:15 p.m. On those unexpected
occasions when you are unavoidably late, you must make up the time you missed at the
end of your day. Lunch hour is from Noon to 1:00 p.m.

You may leave the building for lunch if you choose; or, you may use the lunch room (if
such a room is available), or you may eat at your desk. If you choose to take lunch at
your desk, please do so quietly, so that you do not disturb those around you. If you use
the lunch room, feel free to talk with others, listen to a radio, play cards, or generally
relax.

Each employee is to determine the starting time of their choice (either 7:30, 7:45, 8:00,
8:15, or 8:30) and discuss their choice with their supervisor. When your starting time is
approved by your supervisor, he will report the time to the Vice President or the
President who will maintain a list of all active (office) employees and their starting times.
The list will be posted so that individual starting times will be available to all employees.

Field Employees

Field employees are expected to conform to the Client's schedule.

Each workweek consists of 40 hours and generally includes work performed Monday
through Friday. However, the nature of our business sometimes demands workday or
workweek hours and/or days different than those set forth above. Variation to the
schedule will be made or approved by department supervisors.




                                                                              Page 33 of 95
Payday/Time Sheets                                                                   3040
                                                                 Rev. 1: February 5, 1996


AWK employees are paid on the last working day of each month for a pay period ending
that mid-month. Time sheets for the previous week are to be submitted to supervisors
by close of business every Monday. Supervisors will, in turn, forward time sheets to the
Director, Personnel, Finance & Accounting every Tuesday.

Time sheets will reflect employee's Name and Employee Number (Social Security
Number). Time will be recorded by project name and number for all billable time and as
"Admin" for non-billable/overhead time. Time for each of the above will be broken down
further as "in office", "field" or "travel" and whether "regular" or "overtime". All columns
and rows will be accurately totaled. Signature by both employee and supervisor reflects
all times are certified true and correct. Detailed instructions and examples for filling out
your time and expense sheets are included at the end of this Policy Manual.

Arrangements for mailing paychecks must be made in writing in advance with the
Director, Personnel, Finance & Accounting.




                                                                             Page 34 of 95
Pay Advances                                                                    3050
                                                            Rev. 1: February 5, 1996


An employee pay advance is a temporary cash advance of an amount no more than two
week's salary, repayable the following payday. The pay advance is interest free and is
granted only in the event of an employee emergency. The determination to grant or
reject an advance request is made in the sole discretion of AWK. The advance is
obtained by filling out a payroll advance request (AWK Form 3050-1) and submitting it
through the employee's supervisor to the Director, Personnel, Finance & Accounting for
processing. Requests for additional advances will be processed only after the initial
advance is repaid.




                                                                        Page 35 of 95
Overtime Compensation                                                              3060
                                                               Rev. 1: February 5, 1996


Nonexempt employees will be paid at the rate of one and one-half times their regular
hourly rate of pay for all time worked in excess of 40 hours in any one workweek.
Overtime is never at the employee's discretion. It shall only be incurred and paid at the
request of the company through the employee's supervisor. Supervisors shall ensure
that no unauthorized overtime hours are worked.

Exempt employees will, at times, be required to work in excess of 8 hours in a day and
40 hours in a workweek and are offered employment and compensated with
foreknowledge of this requirement. Nevertheless, exempt employees who work in
excess of 12 hours in any workday or in excess of two hours on a weekend will be
allowed to take compensatory time off to the extent of these excesses. Compensatory
time may be cumulatively collected but will be taken in increments not exceeding 4
hours in any workday. Compensatory time will be taken only at a time and under
conditions mutually agreed upon between the exempt employee and his or her
supervisor. As exceptions to the above limit/restriction, an exempt employee who has
had to work 12 hours of consecutive overtime (i.e. departs work the following morning
after 5:00 A.M.) will take the entire next day off work as paid compensatory time. An
employee required by his or her supervisor to work 8 hours or more on a Saturday or a
Sunday will take an equivalent number of days off as paid compensatory time at the first
opportunity convenient to both the employee and his or her supervisor. Compensatory
time taken will be recorded on weekly time sheets. Supervisors will keep track of
accumulated compensatory time balances. Accumulated compensatory time balances
will not be used in computing monetary balances due upon termination.




                                                                          Page 36 of 95
Meals and Rest Periods                                                           3070
                                                             Rev. 1: February 5, 1996


Meal Period - The required unpaid lunch period for all employees is one (1) hour. It
routinely commences at noon; however, it may be delayed somewhat to facilitate
workload requirements. Individual employee's lunch periods will not be extended
beyond one hour. Commencing at noon, business calls received during the 1 hour
lunch period will not be routed unless previously arranged (messages will be taken).
(Personal calls will continue to be routed).

Rest Period - Nonexempt employees are allowed two paid 10-minute rest periods, one
for every four hours worked. Rest periods are to be scheduled as near the middle of the
morning and afternoon as possible. For every two hours of overtime worked, an
additional 10-minute rest period is allowed.




                                                                         Page 37 of 95
Travel Time Compensation                                                          3080
                                                              Rev. 1: February 5, 1996


This policy establishes the general guidelines and procedures to be followed when
business travel is required.

1.    Employees shall be compensated for travel time while engaged in company-
      related business.

2.    Travel time is to be included on the company Time Sheet using the field hours
      code.

3.    An Office Staff employee (see Section 2080) who is required to travel from the
      employee's home directly to a field location or jobsite on company business will
      only be compensated for travel time in excess of the time the employee would
      normally spend on the trip from the employee's home to the office.

4.    A Field Staff employee (see Section 2080) will not be compensated for travel
      time between the employee's home and the employee's assigned field location or
      jobsite. This trip is considered to be personal rather than business related. Field
      Staff employees are expected to proceed directly from the employee's home to
      the work site each day, unless they are requested to report to company
      headquarters.

5.    If any employee is required to combine a business related stop with the normal
      daily trip to or from the employee's home, the employee will be compensated for
      the time spent traveling from the job to the stop, for home bound trips, or
      traveling from the stop to the job, for job bound trips.




                                                                          Page 38 of 95
Performance Review and Salary Merit Increases                                        3090
                                                                 Rev. 1: February 5, 1996


AWK has adopted a management by objectives approach to performance appraisal.
Each employee is given the opportunity to participate in establishing individual written
objectives. He or she will be evaluated based on how well these objectives have been
met. Three months after an employee joins the company, the supervisor and employee
will meet to establish initial employment objectives consistent with the business
objectives of the company and the employee's department.

The first performance review will occur near the end of the next three months,
preferably on a date previously agreed to in writing. Future employee performance
reviews will be scheduled at one year intervals during the month of December.
Additional reviews may be scheduled by the supervisor as often as is warranted by the
job situation and the employee's performance. It is the supervisor's responsibility to
develop and maintain a work environment in which employees can openly discuss
performance and develop plans. The employee will be notified in writing by his or her
supervisor 10 days in advance of the performance review date. Also included in the
notification will be the time, place, and the discussion topics for the employee to prepare
for the review.

The employee, as well as the supervisor, is to bring the Performance Review Work Plan
(AWK Form 3090-1) to the review meeting. The Employee/Supervisor Performance
Review Work Plan serves as a planning tool by which employees and their supervisor
independently set forth specific examples of job performance in preparation for the
scheduled performance review. The Performance Evaluation (AWK Form 3090-2) is
then prepared by the supervisor to evaluate overall employee performance based on
the specific examples referred to on the Employee/Supervisor Performance Review
Work Plan.

It is the supervisor's responsibility to develop and maintain a work environment in which
employees can openly discuss performance and develop plans. The supervisor is
responsible for establishing a relaxed atmosphere at the performance review and
encouraging two-way communication. The discussion should be conducted in a
positive manner, in complete privacy, and with no interruptions. The supervisor shall
verify that the employee is familiar with his or her job duties, previous objectives and the
appraisal criteria or factors.

At the conclusion of the performance appraisal, the employee will be requested to sign
the appraisal verifying that he or she participated in the evaluation. The employee
should be encouraged to submit comments about the appraisal which will become part
of the record. A date for the next appraisal shall be agreed upon and noted on the
appraisal form. The employee must be given a signed copy of the appraisal. The
performance appraisal is then submitted for review by the next level of management.



                                                                             Page 39 of 95
Performance Review and Salary Merit Increases                                       3090
                                                                Rev. 1: February 5, 1996



AWK believes that pay increases should be related to an employee's performance.

Following performance reviews, the supervisor will rank the employee' performance
according to his or her relative level of contribution to the company. Factors will include
how well the employee has met the objectives agreed upon in the last review, whether it
be the initial meeting or the following six-month review; and the employee's level of
contribution to the success of the department/division relative to other employees. The
supervisor will rank all department/division employees in one of five groupings:

1.    Clearly Outstanding
2.    Exceptional
3.    Satisfactory
4.    Some Deficiencies Evident
5.    Unsatisfactory

The supervisor will forward a merit increase recommendation with the appraisal to the
next level of management. A decision relating to the employee's merit increase in pay
will be made by Corporate Management after the review and ranking process has been
completed. Any merit increase in pay will be effective in mid-December to early
January.

Merit increases in pay are neither automatic nor periodic. They are reserved for
employees who show skills improvement and higher than average performance.

Information pertaining to rates of pay and merit increases in pay, if any, are deemed to
be confidential matters between the company and each employee and are not to be
discussed among employees.




                                                                            Page 40 of 95
Salary Administration                                                            3100
                                                             Rev. 1: February 5, 1996


The management staff will meet during the first quarter of each year to budget the
company's compensation package. They will establish a compensation pool for:

1.   Pay increases;
2.   Monies to be allocated to the continuation and expansion of the company benefits
     program; and
3.   Monies to be budgeted for the addition of new employees.

The management staff will meet to establish the percentage of monies to be allocated to
each department for annual pay increases. Pay increases are not granted on an
automatic basis but only on the basis of demonstrated performance and documented
contributions to the company. A performance appraisal is one of several criteria which
will be used to support the department manager's recommendation for salary
adjustment and adjustment amount. Other criteria include, but are not limited to, the
actual amount of money allocated to the department, pay survey data, and impact of an
individual on company profit and loss. Recommendations will be submitted to the
President for final approval. Salary adjustment letters will be distributed during the
month of December and become effective by mid-December to early January at the
beginning of a pay period.




                                                                         Page 41 of 95
Payroll Deductions                                                                3110
                                                              Rev. 1: February 5, 1996


The following mandatory deductions will be made from every employee's gross wages:
federal income tax, Social Security FICA tax, and applicable city and state taxes.

Every employee must fill out and sign a federal withholding allowance certificate, IRS
Form W-4, on or before his or her first day on the job. This form must be completed in
accordance with federal regulations. The employee may fill out a new W-4 at anytime
when his or her circumstances change. Employees who paid no federal income tax for
the preceding year and who expect to pay no income tax for the current year may fill out
an Exemption Form Withholding Certificate, IRS Form-4E. Employees are expected to
comply with the instructions on Form W-4. Questions regarding the propriety of claimed
deductions may be referred to the IRS in certain circumstances.

Other optional deductions include the portion of group health insurance not paid by the
company and 401(k) deductions, which are deducted from each payroll check.

Every employee will receive an annual Wage and Tax Statement, IRS Form W-2, for the
preceding year on or before January 31. Any employee who believes that his or her
deductions are incorrect for any pay period, or on Form W-2, should check with the
Director, Personnel, Finance & Accounting immediately.




                                                                         Page 42 of 95
CHAPTER 4

BENEFITS




            Page 43 of 95
Insurance                                                                            4010
                                                                 Rev. 1: February 5, 1996


AWK provides group life insurance, long term disability insurance, and group health
insurance, for its regular full-time employees at no cost to the employees. Health
coverage for dependents of employees is also available at the expense of the employee
requesting coverage. The plans offered are somewhat complex. For this reason, the
Summary Plan Descriptions (SPD) or brochures which describe each plan should be
referred to for specific information. The Director, Personnel, Finance & Accounting is
available to answer specific insurance questions. During new employee orientation, the
cost, coverage, eligibility requirement and conversion privileges of each plan will be
explained in detail. You will be provided a copy of the Summary Plan Description or
brochure for each plan that you elect after you or your dependents become covered.
The terms and conditions of the insurance policy, itself, will control over any inconsistent
descriptions contained in this manual.

Eligibility

1.   The employee is eligible for Group Life Insurance coverage on the (31st) day after
     his or her first day on the job.
2.   The employee is eligible for Group Health Insurance coverage on the first day of
     the month following the month in which he or she starts work if that first day is prior
     to the 15th of the month. If the first day on the job falls on or after the 15th,
     coverage takes effect on the 1st day of the second month employed.




                                                                             Page 44 of 95
Vacation                                                                           4020
                                                               Rev. 1: February 5, 1996


Vacation is provided for regular full-time employees only. Vacation accrual begins on
the first day of employment. An employee must be in active pay status on the last
working day of the month to accrue vacation for that month.

Vacation time accrues at a rate of 6.67 hours each month of full-time service (ten [10]
days for every twelve [12] months) through the first five years of continuous
employment. Accrual rates thereafter are as follows:

                                    Hours Accrued
Years Completed                       per Month                      Yearly Total

      5                                    8.00                 12 days
      10                                  10.00                 15 days
      15                                  13.34                 20 days

Vacation is not earned while an employee is on a leave of absence.

Vacation entitlement is administered by the Director, Personnel, Finance & Accounting.

Employee may use vacation before it is accrued for the current calendar year; however,
upon termination, if more vacation is used than accrued, the equivalent amount will be
deducted from the final paycheck.

Also upon termination, an employee's accrued, but not taken vacation hours, will be
added to the final paycheck using the employee's then current straight - time hourly rate
for conversion.




                                                                          Page 45 of 95
Holidays                                                                             4030
                                                                 Rev. 1: February 5, 1996


AWK provides (eight) paid holidays each year for its regular full-time employees only.
The company is officially closed on these days:

       January 1*                         New Year's Day
       March/April                        Good Friday
       May                                Memorial Day
       July*                              Independence Day
       September                          Labor Day
       November                           Thanksgiving Day
       November                           Day after Thanksgiving
       December 25th*                     Christmas Day

*If these holidays fall on Saturday, the preceding Friday will be a holiday. If they fall on
Sunday, the following Monday will be a holiday.

If Christmas Eve and/or New Year's Eve fall on a weekday, the office will close at 2:00
p.m. on these days.

Scheduled work on holidays is discouraged since the purpose of holidays is seen by the
company as a provision for employee relaxation. If a non-exempt employee is required
to work on a scheduled holiday, the employee will be paid for hours worked at his or her
regular pay in addition to holiday pay. If an exempt employee is required to work on a
scheduled holiday, the employee will be granted equal compensatory time off.

Employees may take religious holidays not designated as a company holiday without
pay. Prior approval in advance must be obtained from the employee's supervisor.




                                                                             Page 46 of 95
Sick Leave                                                                         4040
                                                               Rev. 1: February 5, 1996


Sick leave is provided for regular full-time employees only. Sick leave accrual begins
on the first day of employment. An employee must be in active pay status on the last
working day of the month to accrue sick leave for that month.

Sick leave accrues at the rate of 3.34 hours each month of full-time service (5 days for
every 12 months). Sick leave accrued during the year of hire is for use in the following
calendar year.

No more than 5 paid sick leave days may be taken in any calendar year. Sick leave
earned but not used cannot be accumulated.

Paid sick time is not considered to be personal time off and should not be treated like
vacation time off. Paid sick time should only be used if you are sick. Paid sick time
may also be used if you need to see a physician for an illness or for other medical care
and you cannot schedule an appointment during non-office hours. If the need for paid
sick time is unexpected, you are expected to call and talk to your direct supervisor. You
should report your condition and when you expect to return to work, and you should be
prepared to answer any questions related to your work tasks. If the need for paid sick
time is expected, it must be scheduled with your supervisor.

Paid sick time should only be used because of an illness or a medical problem. If you
are truly sick, we would prefer that you stay home rather than come to the office and
possibly infect others. And we certainly encourage you to see a physician when
necessary. On the other hand, if you are healthy, we expect to see you in the office.
We do not expect you to use unexpended paid sick time at the end of the year just
because it's there. That is considered an inappropriate use.

The employee must use accumulated sick leave in conjunction with income protection
plans or other sources of disability income to achieve full pay for as long as possible.
However, at no time can the combination of these exceed normal earnings.

An employee is expected to notify his or her supervisor at the beginning of each work
day during illness or injury. Exceptions to this include a serious accidental injury,
hospitalization, and when it is known in advance that the employee will be absent for a
certain period of time.

A Medical Release Statement is to be submitted to the employee's supervisor for review
before the employee returns to work in the following situations:

1.    Five or more consecutive work days of absence due to illness or injury.




                                                                          Page 47 of 95
Sick Leave                                                                       4040
                                                             Rev. 1: February 5, 1996



2.    In all cases of work-related injury when the employee has been unable to work
      after the time of the injury; or,
3.    When returning from medical or maternity leave of absence.

In the case of a work-related accident or injury, the company will compensate an
employee for any lost work hours during the date of the accident or injury. The
employee must then use accumulated sick leave in conjunction with worker's
compensation or other disability income to achieve full pay for as long as possible.
However, at no time can the combination of these exceed normal earnings.

Sick leave is not earned while an employee is on a leave of absence.




                                                                       Page 48 of 95
Leave of Absence and Military Leave                                               4050
                                                              Rev. 1: February 5, 1996




Leave of Absence and Military Leave                                               4050
                                                              Rev. 1: February 5, 1996


Leave of absence is time off in a nonpay status. An employee must submit a request
for leave of absence in writing to his or her supervisor. Supervisors will forward the
request for final approval to the Director, Administration accompanied by the
supervisor's recommendation. The employee is expected to request leave of absence
with as much advance notice as possible. Leaves of absence will not be granted for
periods less than two weeks in duration. Vacation should be used for such absences.

The leave classifications are defined as follows:

1.    Personal - Personal leaves are granted to employees having special personal
      need for an extended period of absence. Each case must be evaluated on its
      own merits and consider:

      a.     The reason for the request;
      b.     The amount of time required; and,
      c.     The employee's length of service and past record.

      Normally, personal leaves are granted for periods of up to 90 days.

2.    Educational - To encourage the academic development of deserving employees,
      educational leaves of absence may be granted. Employees must have four
      years of active service with the company for each year of leave. The employee's
      record, career objectives, and the applicability of the major area of study to the
      company's needs must be considered in determining whether educational leave
      will be granted.

      Typically, educational leave will be granted for one year and may be renewed for
      an additional year at the option of the company.

3.    Public Service - Leaves of absence for public service may be granted to
      employees to permit participation in special community projects or political
      campaigns or to accept a governmental elective or appointive position.
      Employees must have a minimum of four years of active service with the
      company for such leave to be considered.

4.    Military - To protect the employment rights of employees entering the armed
      forces of the United States and to ensure conformance with the applicable
      federal laws, a leave of absence must be granted to all employees, except
      temporary, who enter military service for active duty as a result of the following:


                                                                            Page 49 of 95
Leave of Absence and Military Leave                                                4050
                                                               Rev. 1: February 5, 1996




      a.     Initial enlistment in the armed services of the United States;
      b.     Initial training period in the National Guard;
      c.     Being ordered to active military service as a member of the Reserves or
             National Guard for an indefinite period or for a periodic training period up
             to ten (10) working days; and,
      d.     Any service requirements under the Selective Service Act.

It is AWK policy to support the United States and, in that regard, those of its employees
who are members of the armed forces or military reserves. The company will grant
such unpaid leave as may be required in order to enable its employees to comply with
required reservist activities. Such leaves will be granted in accordance with applicable
laws and regulations of the United States, and such laws and regulations will control
such matters as re-employment or continuation of benefits.

Return to Work

The employee assumes responsibility for keeping the company periodically advised of
the need for continuing leave of absence status. He or she should contact the
supervisor at least two weeks prior to expiration of the leave to discuss return to work.
Following leave of absence, the company will make every reasonable effort, consistent
with company needs, to reinstate an employee to the same position he or she
previously occupied, or to a similar position. However, the company cannot guarantee
that the employee will be reinstated to the same or a similar position. If the same or a
similar position is not available, the company reserves the right to offer the employee a
lower-level position at the appropriate salary for such a position.

If this is not acceptable to the employee, the employee will be terminated. Exceptions
to this rule are employees who are granted military leave of absence. They are entitled
to full re-employment rights subject to the governing federal and state laws. Employees
who do not return to work after leave of absence will be terminated effective on the last
day of work or paid leave, whichever is later.




                                                                          Page 50 of 95
Leave of Absence and Military Leave                                              4050
                                                             Rev. 1: February 5, 1996



Benefits

1.    Holidays - To be paid for a holiday, an employee must be in active pay status the
      day before and the day after the holiday. Employees are not eligible to receive
      pay for any holiday during the leave period.

2.    Vacation - No vacation hours are earned during the leave period. Employees
      requesting a leave of absence for medical or military reasons may choose to use
      all earned vacation before beginning leave of absence. Employees requesting
      personal leave of absence must use all earned vacation before beginning leave
      of absence.

3.    Sick - No sick hours are accumulated during the leave period.

4.    Insurance - The company will continue the employee's insurance benefits on
      leave of absence approved for medical reasons only. In the case of military
      leaves, insurance benefits will be continued for up to ten (10) working days per
      year, starting with the day military leave begins.

Notwithstanding the above, an employee on leave of absence who fails to return to work
will be terminated effective his or her last day of work or paid leave (vacation),
whichever is later.




                                                                         Page 51 of 95
Bereavement Leave                                                                4070
                                                             Rev. 1: February 5, 1996


Bereavement Leave is provided for regular full-time employees only. The company will
pay for time off in the event of death of the following immediate family members:

Spouse                   Grandparent         Father-in-Law
Parent                   Brother             Sister
Child or Step Child      Grandchild          Mother-in-Law

The employee and supervisor will determine the amount of time the employee will be
absent from work. The maximum paid leave is two days, in addition to all other paid
leave.

Leave for attendance at the funeral of a non-immediate family member or person with
some especially close relationship may be granted without pay by the employee's
supervisor.




                                                                       Page 52 of 95
Jury Duty                                                                          4080
                                                               Rev. 1: February 5, 1996


Time off for mandatory jury duty or court appearances required as a result of a valid
subpoena or court order is granted without pay. The employee is expected to report for
work when it does not conflict with court obligations. It is the employee's responsibility
to keep his or her supervisor periodically informed about the amount of time required for
jury duty or court appearances.




                                                                           Page 53 of 95
Voting                                                                           4090
                                                             Rev. 1: February 5, 1996


AWK encourages all employees to vote. Employees are encouraged to take advantage
of polling hours prior to the beginning or following the end of your workday.

If this cannot be arranged, your supervisor will approve time off to vote either at the
beginning or end of your workday, provided that you give at least one day's notice to
your supervisor.




                                                                         Page 54 of 95
AWK 401(k) Retirement Savings Plan                                                4091
                                                              Rev. 1: February 5, 1996


All regular full-time employees and those regular part-time employees with over 1,000
hours per year are eligible to participate in the 401(k) Retirement Savings Plan.
Employees must be twenty-one (21) years of age or older and are eligible to enroll on
the earliest open enrollment date one (1) year after employment begins. The plan
allows employees the opportunity to save from one to fifteen percent of their wages on a
pre-tax basis. The 401(k) Retirement Savings Plan offers the choice of six (6)
professionally managed Vanguard funds which accumulate tax-free until they are
withdrawn.




                                                                         Page 55 of 95
Incentive Plan and Profit Sharing Program                                            4092
                                                                 Rev. 1: February 5, 1996


Improvements in productivity originating from individual employees can be
instantaneous, single events (e.g., an implemented suggestion for improvement), or a
gradual and continuous process (e.g., hard work, positive attitude, motivation). These
different types of productivity improvements are rewarded via different means. A good
suggestion, for example may be rewarded by presenting the employee with a cash
bonus, gift certificate, or some type of public recognition for the employee's contribution.

Gradual and continuous productivity improvements in the performance of an employee
are rewarded through merit raises. If an employee gradually and continuously improves
his/her own productivity or that of their coworkers through motivating leadership and a
positive attitude, the typical reward would be a merit raise and/or a promotion because
these are the type of managers, supervisors, and discipline leaders that strengthen our
organization. In all cases, the reasons for the rewards are clearly discussed with the
recipient so that a direct connection between the reward and the recognized productivity
improvements is established.

AWK has a Profit Sharing Plan whereby funds will be allocated to the 401(k) Plan
participants at the discretion of management based on profits for a given year.




                                                                             Page 56 of 95
Training                                                                           4093
                                                               Rev. 1: February 5, 1996


AWK recognizes the importance of training for generating a safe, healthy and
productive work force. AWK's policy on training includes the following features:

     A well-developed training plan for each program
     Dynamic training schedules to meet current requirements
     Effective training methods and techniques to reach training objectives
     Cross-training where practical and appropriate
     Training implementation with minimum disruption to operations and at lowest
      possible cost
     Well prepared, knowledgeable, and experienced trainers.

Training will be targeted to those areas identified by employees and their supervisor as
being most beneficial. In addition, cross-training will significantly increase the
productivity of the entire work force by permitting management more flexibility in the
assignment of tasks. Cross training also better prepares employees for future
promotions.

As part of its training program, AWK employs a mentoring-protege system for all new
hires with minimal experience. AWK also trains its employees in hazards of the
workplace, safe methods to perform job tasks, and drug/alcohol abuse. Internal
seminars on technical or administrative matters are employed to update employees on
work being performed on AWK programs that may be applicable to their particular task.
Attendance at society and government-sponsored seminars are also used to expand
training. AWK also supports employee education activities (see Chapter 5, Employee
Expenses).

Of vital significance to AWK operations is OSHA training in S&H and HAZWOPER.
AWK conducts OSHA 40-hour and 8-hour refresher training on-site (usually at AWK
headquarters) about twice per year, and more often if additional personnel are needed
for forthcoming site work. The three-day on-site training is usually provided by either
AWK trainers at the site, or by site trainers which are provided by the O&M contractors
at DOE sites.

AWK will continue to train its personnel in new technologies/techniques, new
equipment, new computer systems/software, etc. This form of training is essential for
competitiveness. If we acquire a new technique or technology at one site that has
commercial potential for other clients, we will rapidly train our personnel so that we can
offer the best solutions at the lowest cost to all clients.




                                                                           Page 57 of 95
    CHAPTER 5

EMPLOYEE EXPENSES




                    Page 58 of 95
Employee-Incurred Expenses and Reimbursement                                       5010
                                                               Rev. 1: February 5, 1996


To ensure that all proper business-related expenses incurred by employees are
reimbursed, the following procedure has been established:

1.   All expenditures are to be approved in advance by the employee's supervisor
     unless circumstances prevent advance approval.

2.   All business-related expenditures must be accompanied by a receipt or evidence
     of expenditure in order to receive reimbursement.

3.   All items purchased or charged by the employee are to be itemized on the
     approved company Expense sheet. All portions of the report must be filled out or
     marked "N/A" (not applicable), and the necessity and purpose of the expenditure
     must be explained in sufficient detail.

4.   Expense sheets must be signed and dated by the employee and initialed by the
     supervisor showing approval. Expense sheets should be turned in to supervisors
     every Monday (together with Time Sheets). Reports are due in the accounting
     department every Tuesday. Reimbursement will be made at the same time as
     payroll.

5.   Supervisors are authorized to approve expenditures up to a limit of fifty dollars for
     nontravel-related items, including local mileage reimbursement and one day trips
     for conferences, meetings, and the like. Any amounts over this limit must be
     approved by the Vice President or President. All travel-related expense reports
     must be approved by the supervisor. The Director, Personnel, Finance &
     Accounting will issue all checks or make all credit card authorizations to cover
     expenditures not employee-expended.




                                                                           Page 59 of 95
Mileage Reimbursement                                                              5020
                                                               Rev. 3: February 4, 2001


Employees shall be reimbursed for company-related business travel at the rate of $0.34
per mile when, for the convenience of the employee, he or she desires to use his or her
personal vehicle for company business. Use of a personal vehicle is not required by the
company and is discretionary on the part of the employee.

Requests for mileage reimbursement of business-related travel will be made on a
standard company Expense Sheet and submitted to supervisors for approval.
Reimbursement requests will include the following, in the "Explanation" section.

1.    The reason for the trip,
2.    Travel destination,
3.    Number of miles traveled, and
4.    Beginning and ending odometer readings for the trip.


The Expense Sheet must be signed by the employee and initialed by his or her
supervisor. The reports must be submitted to the Accounting Department and will be
processed according to the policy, Employee-Incurred Expenses and Reimbursement,
Section 5010.

A Field Staff employee (see Section 2080) will not be reimbursed for travel expenses
between the employee's home and the employee's assigned field location or jobsite.
This trip is considered to be personal rather than business related. Field Staff
employees are expected to proceed directly from the employee's home to the work site
each day, unless they are requested to report to company headquarters.

An Office Staff employee (see Section 2080) who is required to travel from the
employee's home directly to a field location or jobsite on company business will only be
reimbursed for the miles in excess of the miles the employee would normally drive on
the trip from the employee's home to the office.

If any employee is required to combine a business related stop with the normal daily trip
to or from the employee's home, the employee will be reimbursed for the miles in
excess of the miles that would normally be driven without the required stop.




                                                                          Page 60 of 95
Travel Reimbursement                                                                5030
                                                                Rev. 1: February 5, 1996


This policy establishes the general guidelines and procedures to be followed when
business travel is required.

1.    Reimbursement for food and other incidental travel expenses are referred to as
      per diem expenses. Per diem is defined on the basis of each overnight stay.
      The per diem allowance is $24.00 per day for each overnight stay. If travel does
      not result in overnight stay, no per diem will be granted.

2.    Travel-related expenses are to be detailed on the company Expense Sheet.

3.    Employees who prefer to use their personal vehicles for their convenience on
      company business, including trips to the airport, will be reimbursed at the
      standard company mileage rate, provided that the time and distance involved is
      reasonable under the circumstances.

4.    All parking expenses and highway tolls incurred as a result of business travel will
      be reimbursed.

5.    All air travel must be approved in advance by the employee's supervisor unless
      unavoidable. All travel will be by Economy/Coach Class whenever possible.
      Business/First class may be used when coach class accommodations are not
      available and when the monetary cost of the delay awaiting coach class
      accommodation exceeds the upgrade differential. Duplicate airline ticket receipts
      should be attached to the Expense Sheet.

6.    Purchase of additional air travel insurance is not a reimbursable expense.

7.    Employees should request advance approval by their supervisor for use of a
      rental car at their destination. If a rental car is used, additional insurance should
      not be purchased because of our existing insurance coverage. A copy of the
      rental car agreement form must accompany the Expense Sheet.

8.    Employees should select moderately-priced lodging convenient to their
      destination to minimize time and expense. A detailed receipt for the hotel or
      motel must accompany the Expense Sheet unless such is not available, in which
      case, a credit card receipt is acceptable.

9.    Expenses for a nonemployee are not reimbursable. Exceptions include meals for
      a customer or business associate when discussing business or for other
      legitimate business-related meetings and conferences.




                                                                            Page 61 of 95
Travel Reimbursement                                                           5030
                                                            Rev.1: February 5, 1996


10.   Travel advances are intended to allow employees the convenience of using the
      company's money for business purposes while traveling. However, only
      reasonable travel advances will be granted and only on two days' prior request.
      Typically, the travel advance will be equal to the per diem times the expected
      number of travel days unless the employee can justify a greater need. The
      advance must be accounted for on the travel reimbursement form by deducting it
      from the employee's claimed expenses. If the travel advance exceeds the
      claimed expenses, employees shall attach a check to the expense report made
      payable to the company for the difference.

11.   On all government contracts, government per diem guidelines will be
      implemented in strict accordance with Federal Travel Regulations. The per diem
      allowances, by location, may be obtained from the Director, Personnel, Finance
      and Accounting.




                                                                       Page 62 of 95
Travel Reimbursement                                                            5030
                                                             Rev.1: February 5, 1996


Use of Rental Car on Company Business                                           5040
                                                            Rev. 1: February 5, 1996


Employees required to travel because of their job responsibilities may rent a car upon
receiving the approval of their supervisor. An economy or compact size car will be the
employee's first choice in obtaining a rental car. Insurance charges for additional
insurance options offered by the rental company are not reimbursable. A copy of the
rental car agreement must accompany the employee's Expense Sheet.




                                                                        Page 63 of 95
Travel Reimbursement                                                              5030
                                                               Rev.1: February 5, 1996


Conferences and Meetings                                                          5050
                                                              Rev. 1: February 5, 1996


Employees may request time off or company financial support or both to attend
conferences or meetings sponsored by institutions or professional organizations. The
subject matter to be presented must relate directly to the employee's position, assigned
functional workload and/or provide beneficial information to be shared in the employee's
department. Employees must submit a request to their immediate supervisor for
approval to attend such conferences or meetings. The request must identify the subject
matter of the presentation, how it is job-related, and an estimate of the expenses.

The employee's supervisor and the Vice President or President must approve the
employee's participation in the conference or meeting.

The company will pay for the following expense if attendance is approved: tuition or
registration fees, travel costs, lodging, and meal expenses not covered by registration.
Time off for attendance and travel during normal working hours will be paid at the
normal rate of pay.




                                                                         Page 64 of 95
Travel Reimbursement                                                              5030
                                                               Rev.1: February 5, 1996


Professional Memberships                                                           5060
                                                               Rev. 1: February 5, 1996


AWK encourages its employees' job-related professional growth and development. In
expression of this support, the company will reimburse each exempt employee up to
$75 per calendar year for expenses incurred in joining and participating in professional
organizations. Employees are encouraged to invite other interested employees to
appropriate organizational functions and to distribute publications and other
organizational literature of general interest within the company. Reimbursement will be
made upon receipt of an Expense Sheet accompanied by proof of membership payment
or function receipt. Approval of a company sponsored membership in appropriate
professional organizations will be the responsibility of the Vice President or President.




                                                                          Page 65 of 95
Travel Reimbursement                                                             5030
                                                              Rev.1: February 5, 1996



Relocation of Current or New Employees                                            5070
                                                              Rev. 1: February 5, 1996


AWK will pay for all reasonable and necessary moving expenses for any new or current
exempt employee required by the company to transfer his or her full-time work location.
The new work location must be beyond a reasonable commuting distance from his or
her present residence. A reasonable commuting distance is defined as 65 miles or less,
one way. An employee who receives company relocation expenses is expected to
remain with the company for at least one year. AWK also considers the cost of living
differential when relocating new or current employees and reconciles the difference at
the time of offer for the new employee and on a case-by-case basis for current
employees.

The following summarize AWK requirements and conditions in the relocation of new or
current employees:

1.    The employee and his or her supervisor will identify all major costs that the
      employee will incur as a result of the move. An estimated total dollar relocation
      figure will be specified and a relocation request will be prepared.

2.    The employee, his or her supervisor, and the Director, Administration will review
      the relocation plan and prepare the company reimbursement statement. The
      statement will be submitted to the President for final approval.

3.    Upon receipt of final approval, the Director, Personnel, Finance & Accounting will
      request estimates from two reputable and licensed carriers and select the carrier
      to move the employee's household goods. A copy of the carrier's estimate will
      be given to the employee.

4.    The Director, Personnel, Finance & Accounting will review the estimate in
      relation to the approved reimbursement statement and process the expenditure.
      Any discrepancies must be accounted for and approved before processing for
      payment. A similar procedure will be followed for any changes to the
      reimbursement statement. The company will comply with IRS regulations and
      provide the employee with the necessary information on the taxable status of the
      relocation.

5.    Transportation for personal and family relocation may be by private vehicle or by
      public transportation.

      a.     Private automobile - Employee will be reimbursed at the current company
             approved mileage rate. Mileage allowance will be based on the most



                                                                         Page 66 of 95
Relocation of Current or New Employees                                             5070
                                                               Rev. 1: February 5, 1996


             direct route between point of residence and new work location.
             Reimbursement will be limited to one family vehicle.

      b.     Public transportation - If the employee chooses air travel, only coach or
             tourist class is authorized. If not available, the employee's supervisor may
             authorize business/first class.

6.    Authorized travel in addition to actual move - one three-day, pre-move trip to the
      new work location for house-hunting by the employee and spouse or friend may
      be approved by employee's supervisor in advance.

7.    Subsistence - reasonable food and lodging expenses of employee and his or her
      family are authorized. All requested reimbursements must be supported by
      receipts.

8.    Household goods - all costs of packing, unpacking, insuring, and shipping
      household goods are authorized in accordance with the approved carrier's
      estimate. The employee assumes full responsibility for any claims against the
      carrier arising from the move.

9.    Shipment of a vehicle - approval must be requested in advance with the initial
      relocation plan.

10.   Reimbursement - following relocation, the employee assumes responsibility for
      providing all necessary documentation for relocation expenditures to expedite
      payment of all costs.

Should an employee voluntarily terminate his or her employment with AWK within one
year of relocation, the employee will refund to the company a pro rata share of the total
relocation expenses paid based on the difference between the number of days that the
employee worked after relocation and 365. An agreement to this effect shall be signed
by the employee and attached to the company reimbursement statement before final
approval. The agreement will also authorize the company to deduct the pro rata share
of relocation expenses from the employee's final paycheck. If any amount remains
owing to the company, the employee shall pay this amount to the company before
termination is completed or make other arrangements for payment (a promissory note).




                                                                          Page 67 of 95
Temporary Assignment Allowance                                                   5080
                                                             Rev. 1: February 5, 1996


This policy defines the expense allowance applicable when any company employee is
asked to accept a temporary assignment. A temporary assignment is defined as one for
which the employee would have to travel on a daily basis from his or her present
residence more than 60 miles one way for Office Staff, or more than 70 miles one way
for Field Staff (see Section 2080), for a period of less than one year.

The employee and his or her supervisor will develop a temporary assignment budget,
projecting allowable employee expenses. The budget will be approved by the Vice
President or President. The following expenses will be reimbursed by the company:

1.    Meal and Temporary Assignment Expense Allowance: The company will provide
      a daily per diem allowance of $24.00 for each overnight stay, in addition to
      reimbursement of the actual lodging cost incurred.

2.    Vehicle Mileage:

      a.    Personal Vehicle: The company will reimburse personal vehicle mileage
            for the trip to the temporary work location and for the return home at the
            end of the assignment. Mileage reimbursement will be at the established
            company mileage rate. With the exception of Item C below, no mileage
            reimbursement will be allowed after the arrival until the final return trip
            home.

      b.    Company or Rental Vehicle: A company owned vehicle or a rental vehicle
            may be provided by the company. The employee will be expected to
            reimburse the company for any personal use of the leased or rented car.

      c.    The employee will also be reimbursed mileage for one-round-trip to and
            from the employee's permanent residence for every one month of
            continuous temporary assignment (may be used by the employee or a
            family member visiting the employee).

3.    Air Travel: The employee will be reimbursed for round-trip, coach class air fare
      to the assigned temporary work location if air travel is authorized. The employee
      will also be granted one round-trip coach class, airfare to and from the
      employee's permanent residence for every one month of continuous temporary
      assignment (may be used by the employee or one family member visiting
      employee).

4.    Temporary Residence: The company will reimburse for up to 30 days lodging in
      a hotel or motel. For temporary assignments which are known to exceed 30




                                                                        Page 68 of 95
Temporary Assignment Allowance                                                    5080
                                                              Rev. 1: February 5, 1996


      days, the employee will be expected to seek a furnished apartment or negotiate
      reasonable, long-term rates at a hotel/motel.

Expense Sheets are to be submitted at the end of each workweek. Receipts are
required for lodging expenditures, car rental, and air/rail travel (submit the duplicate
ticket receipt). Reimbursement will be made consistent with routine expense
reimbursement/payroll.




                                                                         Page 69 of 95
Educational Assistance                                                               5090
                                                                 Rev. 1: February 5, 1996


Educational assistance is available to all full-time employees beginning on the date of
hire. The decision to provide monetary assistance is based upon supervisors'
recommendations.

Courses must be attended on the designated premises of the sponsoring institution.
Courses qualifying for financial assistance are those directly related to the employee's
present assignment or directly related to the employee's job progression (knowledge
that will be used within a reasonable length of time).

Educational assistance approval must be received in advance. The employee and his
or her supervisor will jointly prepare an educational assistance request. The request will
include the course description; dates of enrollment; time off, if necessary; and the costs
of tuition, registration fees, and laboratory fees. Costs for required text book(s) will not
be reimbursed since the employee will retain ownership of such book(s). Final approval
is made by the Vice President or President who will forward the approved request to the
Director, Personnel, Finance & Accounting.

Within 30 days of completion of the course, the employee must submit documents to
the Director, Personnel, Finance & Accounting indicating that the course was
satisfactorily completed, the grade received, if any, and original receipts for all approved
expenses.

For all graded courses, a minimum grade of "C" or its equivalent is required for
reimbursement. No reimbursement will be made for incomplete course work. A grade
of "B" or better will result in 100% reimbursement. A grade of "C" will result in 50%
reimbursement.

The employee is expected to use his or her personal time for course work. Normally,
the use of company time will be unpaid time off. An employee on formal probation is
not eligible for educational assistance.

Should an employee voluntarily terminate his or her employment within one year
following reimbursement for educational assistance, the employee will refund a pro rata
share of the total educational assistance expenses paid based on the difference
between the number of days that the employee worked after reimbursement and 365.
An agreement to this effect shall be signed by the employee and attached to the
company reimbursement statement before final approval. The agreement will also
authorize the company to deduct the pro rata share of educational assistance expenses
from the employee's final paycheck. If any amount remains owed to the company, the
employee shall pay this amount to the company before termination is completed or
make other arrangements for payment, such as a promissory note.




                                                                             Page 70 of 95
Educational Assistance                                                          5090
                                                            Rev. 1: February 5, 1996


Company space and equipment may, with prior supervisor's approval on a
case-by-case basis, be used in completing educational course assignments. This use
must not interfere with work in progress and will not occur during normal work hours.




                                                                       Page 71 of 95
Required Management Approval                                                     5100
                                                             Rev. 1: February 5, 1996


Reimbursement requests must be approved by the employee's supervisor before the
request can be processed by the Director, Personnel, Finance & Accounting.
Reimbursement requests include travel expense advance requests; mileage; lodging,
per diem, subsistence, or other weekly expense reports; purchase requisitions;
educational assistance reimbursement requests; and other business-related expense
reports.

AWK managers may only approve expenditures which are business-related,
reasonable, and consistent with the letter and intent of company policies. Employees
who incur expenses, or charge expenses to the company, without prior approval do so
at their own risk. Employees are encouraged to seek prior approval from management.

In cases where a projected expense allowance budget was prepared,such as the
relocation of any employee or the temporary assignment of an employee, the
reimbursement request must be approved by the Vice President before being submitted
to the Director, Personnel, Finance and Accounting for processing.

Occasionally, a policy will not cover a specific expenditure. Similarly, the facts and
circumstances relating to a particular item or expense may justify an exception to the
letter of a policy. In these events, the Supervisor should consult with the Director,
Personnel, Finance & Accounting for guidance. Among the factors to be considered in
resolving such questions are:

1.    The intent or purpose of the policy;

2.    The particular facts or circumstances surrounding the expense in question;

3.    The necessity for the expense;

4.    The amount involved; and,

5.    Previous precedents in similar situations.




                                                                        Page 72 of 95
      CHAPTER 6

MISCELLANEOUS POLICIES




                         Page 73 of 95
Employee Morale                                                                  6010
                                                             Rev. 1: February 5, 1996


AWK recognizes the importance of employee morale and its effects on productivity.
Accordingly, AWK seeks to provide a healthy, safe, harmonious and comfortable
working environment. Many of our policies such as Employee Safety, No Smoking, and
Substance Abuse are in part aimed at providing such an environment. AWK also
fosters a spirited and communicative environment by:

     Employing participatory management concepts;
     Instructing managers, supervisors, and superintendents in the importance of
      human relations on the job and on the jobsite:
     Instructing them to listen to employee concerns, address them, and demonstrate
      action; and,
     Implementing AWK Corporate Policies regarding employee relations such as
      incentives, bonuses, company recognition awards and similar actions.

In the same vein, AWK sponsors formal and informal social events, including:

     Timely lunch time celebrations for selected holidays, contract awards and similar
      events;
     An annual picnic at various parks with entertainment; and,
     An annual Christmas dinner at quality restaurants in the area.

AWK supports attendance by its employees at selected national society and local
meetings and conferences, fosters internal seminars given by its employees, and
supports education of its employees.




                                                                         Page 74 of 95
Confidentiality of Company Information                                               6020
                                                                 Rev. 1: February 5, 1996


It is the responsibility of all AWK employees to safeguard sensitive company
information. The nature of AWK's business and the economic well-being of the
company is dependent upon protecting and maintaining proprietary company
information.

Continued employment with the company is contingent upon strict/good-faith
compliance with this policy.

At the time of employment, all employees will be asked to sign a confidentiality
statement (AWK Form 6020-1). Each company supervisor bears responsibility for the
orientation and training of his or her employees to ensure strict enforcement of company
confidentiality. Sensitive company information is defined as trade secrets or confidential
information relating to products, processes, know-how, customers, designs, drawings,
formulas, test data, marketing data, accounting, pricing or salary information, business
plans and strategies, negotiations and contracts, inventions, and discoveries. Sensitive
company information is found throughout the company paper/computer files and library.
Supervisors will authorize employees to access specific project files in order to
complete tasks. Employees will check-out, control and return project files or portions
thereof. Full accountability of checked-out files will be maintained. Files not pertinent to
specific tasks will not be viewed by personnel not authorized access to these files. No
files are to be removed from company premises without the express consent of the
relevant supervisor. When files containing sensitive information are transferred from
one employee to another, the transferor must do all of the following:

1.     Determine that the transfer is necessary and in the interest of regular company
       business.

2.     Determine that the transferee has a need to know the information.

3.     Give the information directly to the transferee and verbally identify the proprietary
       information as such. (Do not give it to another employee, such as a secretary or
       office colleague, and do not leave it on the transferee's desk unattended.)

4.     Ensure transfer of record of accountability.




                                                                             Page 75 of 95
Employee Orientation                                                             6030
                                                             Rev. 1: February 5, 1996

On the first day of employment, the employee's supervisor is responsible for assisting
the employee in completing all check-in and benefit enrollment procedures with the
personnel and accounting departments. In addition, the supervisor will ensure that the
new employee receives an introduction with the company and is provided with in-depth
information regarding his or her specific role and responsibilities within his or her
department.

The Director, Personnel, Finance and Accounting is responsible for having the new
employee fill out all pre-employment forms, benefit applications, and enrollment forms;
and providing, on the employee's first day of work, basic information on pay and leave
policies, benefits, parking situations, and working hours.




                                                                         Page 76 of 95
Inventions and Patents                                                             6040
                                                               Rev. 1: February 5, 1996


Employees will be asked to read and sign an agreement (AWK Form 6040-1) at the
time of employment that requires disclosure in writing of all discoveries, inventions, and
improvements conceived during the course of work at AWK. AWK shall be free to use
any such discoveries, inventions, or ideas without obligation of any sort to the
employee. If patent or other intangible rights should result therefrom, all such rights
shall be the sole property of AWK. This agreement will only apply to discoveries,
inventions, and improvements conceived or developed during working hours, or at any
time while using AWK facilities, equipment, supplies, or trade secret information or data.




                                                                           Page 77 of 95
Conflict of Interest                                                                6050
                                                                Rev. 1: February 5, 1996


No employee of AWK shall maintain an outside business or engage in any outside
business or financial activity, whether as an officer, director, shareholder (other than
holder of less than 5 percent of a publicly traded company), partner or otherwise, which
conflicts with the interests of the company, or which interferes with his or her ability to
fully perform job responsibilities. Financial interests held by an employee or by his or
her immediate family members in such companies are to be disclosed immediately to
the company so that a determination can be made as to whether a conflict exists.
Members of the employee's immediate family include spouse, children, and any other
relative sharing the same home as the employee.




                                                                            Page 78 of 95
Grievance Procedure                                                               6060
                                                              Rev. 1: February 5, 1996


In coordination with the Performance Improvement Policy, an employee may express a
verbal grievance to his or her immediate supervisor. If the concern is not resolved to
the employee's satisfaction within one week, the employee may put in writing the details
of his or her grievance and submit the grievance to the immediate supervisor. The
written statement will be reviewed by the President, who will appoint a person to decide
the matter. The employee and his or her supervisor will request a hearing with the
appointed person for resolution of the problem. The problem will be discussed in the
presence of the employee and supervisor. Final resolution of the grievance will be
made by the appointed person and discussed with the employee and supervisor. The
decision will be reduced to writing, a copy given to the employee and supervisor, with
the original kept by the personnel director. A copy will be filed in the employee's
personnel file when appropriate.




                                                                         Page 79 of 95
Gratuities to Government Employees or Officials                                      6070
                                                                 Rev. 1: February 5, 1996


Any form of a business gift or gratuity to federal, state, or municipal employees is strictly
forbidden by AWK. Gratuities are defined as meals, drinks, gifts, expenses, cash, or
any other item of value, including personal service. Management is charged with the
responsibility of informing all employees of this policy and maintain adherence to it.
Violation of this policy will be treated as major violation and, depending on the
circumstances, may be grounds for immediate termination or other appropriate action.




                                                                              Page 80 of 95
Gratuities to Customer or Supplier Representatives                                  6080
                                                                Rev. 1: February 5, 1996


Employees of AWK may not offer to give, or accept a gift, cash or other item of value -
including personal service - from an existing or prospective customer, supplier, or a
representative of either in pursuance of business or in conjunction with negotiating
business on behalf of this company. Expenses for meals as part of a seminar,
convention, or business meeting are not within the definition of gratuities for purposes of
this policy. Invitations extended by a customer or supplier to participate in any program
or activity, such as a part of football game, should be referred to your supervisor for
approval on a case-by-case basis. Violation of this policy may constitute grounds for
immediate termination.




                                                                            Page 81 of 95
Political Activities                                                                  6090
                                                                  Rev. 1: February 5, 1996


In recognition of its responsibilities as a business citizen, AWK encourages its
employees to accept the personal responsibility of good citizenship, including
participation in civic and political activities, in accordance with their interests and
abilities.

AWK accepts, without reservation, the basic democratic principle that all employees are
free to make their own individual decisions in civic and political matters. Therefore, no
employee's status with the company will be affected, in any way whatsoever, because
of participation or nonparticipation in lawful civic and political activities.

Participation in civic and political activities is considered to be a personal matter and, as
such, is generally to be carried on outside of normal working hours. No political
activities or solicitations will be carried on within company premises.

Political activities are defined for purposes of this policy as activities in support of any
partisan political issue or activities in support of, or in concert with, any individual
candidate for political office, or a political party, which seek to influence the election of
candidates to federal, state, or local offices. The definition includes employees who are
or may be candidates for political office.

The company reserves the right to deny time off for political activity where the activities,
in the opinion of the company, would unduly interfere with the employee's fulfillment of
any obligations to the company. When an employee's full time is required for political
activity, however, a leave of absence without pay may be granted (refer to Section
4050).




                                                                              Page 82 of 95
Employee Privacy                                                                    6100
                                                                Rev. 1: February 5, 1996


AWK recognizes our employees' rights to privacy. In achieving this goal, the company
adopts these basic principles:

1.    The collection of employee information will be limited to that which is needed by
      the company for business and legal purposes.

2.    The confidentiality of all personal information in our records will be protected.

3.    All in-house employees involved in recordkeeping will be required to adhere to
      these policies and practices. Violations of this policy will result in disciplinary
      action.

4.    Internal access to employee records will be limited to those employees having an
      authorized, business-related need-to-know. Access may also be given to third
      parties, including government agencies, pursuant to court order or subpoena.

5.    The company will refuse to release personal information to outside sources
      without the employee's written approval, unless legally required to do so.

6.    Employees are permitted to see the personal information maintained about them
      in the company records. They may correct inaccurate factual information or
      submit written comments in disagreement with any material contained in their
      company records.




                                                                             Page 83 of 95
Telephone                                                                            6110
                                                                 Rev. 1: February 5, 1996


Personal calls of short duration, i.e.,two to three minutes, may be received and made at
your desk or work station. No long distance calls will be tolerated unless prior
permission to make such a call is received from a supervisor, and the necessity is
apparent, e.g., an emergency. Personal telephone call privileges are subject to change
or termination at any time. For instance, and not to be limiting, if the company
telephone lines become overloaded with calls or an employee is found spending more
than just limited time on personal calls, this privilege will be revoked either generally or
specifically as to the offending employee.




                                                                             Page 84 of 95
Dress Code                                                                     6120
                                                           Rev. 1: February 5, 1996


Employee dress should be neat in appearance and in a manner consistent with a
professional atmosphere, keeping in mind the impression made on customers, visitors,
and other employees and the need to promote company and employee safety. Good
individual judgement is the best guideline.




                                                                      Page 85 of 95
Kitchen-Break Room                                                               6130
                                                             Rev. 1: February 5, 1996


AWK provides a kitchen-break room for the benefit of its employees. Coffee is available
for employees and visitors. Employees shall be responsible for the general clean-up of
the area, including the washing of personal dishes and utensils. All trash should be
disposed of in the trash container.




                                                                         Page 86 of 95
Recreational Activities-Sponsorships                                                  6160
                                                                  Rev. 1: February 5, 1996


AWK encourages its employees to engage in social, recreational, community service,
and cultural activities during nonworking hours. Recognizing that the decision to
engage in such activities is a purely personal one and further recognizing the need of
employees to enjoy quality time with family and friends, the company has determined
not to provide financial assistance or facilities for the promotion of these activities. Such
activities are indeed commendable but are to be undertaken solely on an individual
basis by employees.




                                                                              Page 87 of 95
Outside Employment                                                            6170
                                                          Rev. 1: February 5, 1996


Employees are expected to be working solely for AWK. Any outside employment
should be promptly disclosed to the Director, Personnel, Finance & Accounting. In
certain circumstances, outside employment will be approved, but the company retains
the right to review and evaluate each situation on an individual basis.




                                                                     Page 88 of 95
Employer Security                                                                  6180
                                                               Rev. 1: February 5, 1996


AWK expressly reserves the right to search from time to time, without prior warning or
notice, all persons and/or property of any kind or nature found upon, brought onto, or
taken from company property including, without limitation to, lockers, desks, tool boxes,
lunch boxes, duffel bags, briefcases, and similar items. The company shall confiscate
any and all materials or items found during a search which the company reasonably and
in good faith believes to violate any law or regulation, endanger company or employee
safety and welfare, or otherwise violates company policy.

Confiscated items will be surrendered to government authorities, where appropriate,
returned to proper owners, if necessary, or returned to the searched employee within
two (2) business days following the search. Security or supervisory personnel
conducting a search shall prepare a detailed report setting forth the time, date, and
place of search; the name, address, telephone number, and job description of person(s)
whose person or property has been searched; inventory of items, if any, found and
confiscated; and the disposition of items confiscated.




                                                                          Page 89 of 95
Emergency Closings                                                               6190
                                                             Rev. 1: February 5, 1996


Except for regularly-scheduled holidays, AWK will be open for business on Mondays
through Fridays during normal business hours. The company recognizes that
circumstances beyond its control, such as inclement weather, national crisis, or other
emergency, do occur and on such occasions, the company may close for all or part of a
regularly-scheduled workday. In such event, the company will endeavor to notify all
supervisory personnel for the purpose of contacting employees. Employees may also
contact their supervisor or company offices. Any closing shall be assessed against
employee's vacation time or shall be regarded as unpaid personal leave.




                                                                        Page 90 of 95
Parking                                                                         6200
                                                            Rev. 1: February 5, 1996


Employee parking is available in individually designated areas of the AWK parking lot.
Under no circumstances will the company be responsible or liable in any way for
property damage to employee-owned cars while parked on company parking lots. Lock
your cars and take your keys.




                                                                        Page 91 of 95
Mailing and Shipping                                                              6210
                                                              Rev. 1: February 5, 1996


AWK is dependent upon an efficient and economical system of receiving and sending
mail. Postage and shipping costs represent a significant part of the company operating
budget. In addition, the handling and processing of mail requires the time and effort of
employees. To facilitate the efficient and economical receipt and dispatch of mail, no
personal use of the company's mail system shall be permitted including, without
limitation, the use of company stationery or envelopes, postage or postage meters.




                                                                         Page 92 of 95
Use of Company Vehicles                                                             6230
                                                                Rev. 1: February 5, 1996


AWK maintains several company vehicles which are available for use by employees
only to conduct company business. Use of any AWK vehicle for other purposes
requires the approval of the Vice President or President. Company vehicles will be
parked overnight on company premises unless previously approved on a case-by-case
basis by supervisors.

Company vehicles will be reserved as far in advance as requirements become known
on reservation forms in the AWK Resources Sign-Out Book. Conflicts between
requirements will be resolved by the Director of Administration who will also schedule
and control vehicles for maintenance.

Prior to taking a vehicle, employees will sign for the vehicle on the Sign-Out Sheet in the
AWK Resources Sign-Out Book. Employees will casually inspect the signed-out vehicle
for damage not listed on the vehicle log (found in the vehicle) prior to accepting/moving
the vehicle. Employees will be responsible for the condition of the vehicle from the
time/mileage at which accepted. If any damage is noted during the casual inspection
that is not listed as "Known Damage or Defects" on the vehicle log, the Director of
Administration shall immediately be notified and the vehicle not moved prior to
resolution.

Employee vehicle operators will complete all entries (a full line) on the vehicle log for
each trip made. Any damage sustained or defects noted that require repair/
maintenance should be reflected on the vehicle log at the end of each trip and also
reported verbally to the Director of Administration.

Employees will be responsible for safe and economical use of company vehicles. All
traffic laws and posted speed limits will be observed. Operation of a company vehicle
while under the influence of controlled substances or alcohol is strictly
prohibited. Any employee cited for driving under the influence, or any related
citation, will be terminated immediately.           Vehicles will be locked when left
unattended. Vehicles will not be parked on job sites so as to create a traffic hazard.
Vehicle engines will be turned off when vehicles are not in transit (i.e. vehicles will not
be left idling at job sites).

The Director of Administration will collect vehicle logs every Friday and ensure updated
logs are posted in every vehicle at the opening of business every Monday. Vehicle logs
for the previous week will be forwarded to the Director, Personnel, Finance &
Administration every Tuesday.




                                                                            Page 93 of 95
Keys, Locks and Building Security                                                    6240
                                                                 Rev. 1: February 5, 1996


The AWK building is equipped with a Honeywell Security System that is activated by
opening doors and by motion detectors within the building. When the alarm is set off, a
signal is transmitted to the security firm who in turn notifies the local police department.
Only selected employees are provided with a key to the building and an individual
access code number to activate or deactivate the alarm system.

These keys to the AWK building, keys to individual rooms within the building, and keys
to cabinets, lockers, etc. are strictly controlled and are not duplicated without the
express consent of the Director of Administration. Willful noncompliance with the
provisions of this policy constitutes grounds for serious action, possibly including
termination.

Store/storage rooms will routinely remain locked and their keys closely controlled. The
Director of Administration and the Director, Personnel, Finance & Accounting will
maintain keys to the administrative supply store room. The President, Vice President,
Director of Administration and Director, Personnel, Finance & Accounting will maintain
keys to the equipment storage room. The President's office will be locked at the close
of business each day. The President, Vice President, Director of Administration and
Director, Personnel, Finance & Accounting will maintain keys to the President's office.
The remainder of the offices and rooms will routinely remain unlocked.

Several file/storage cabinets will be locked and their keys closely controlled. The
President will maintain the key to the corporate legal and property file cabinet. The
Director of Administration will maintain the key to the finance file cabinet in the
administration office. The Director, Personnel, Finance & Accounting will maintain the
keys to the personnel and finance file cabinets in her office. The Director, Corporate
Information Management will maintain the key to the computer file cabinet in his office.
The Chief Surveyor will maintain the key to the surveying equipment room. The
President, Vice President, Director of Administration and Director, Personnel, Finance &
Accounting will have access to a second key for each of the above cabinets/lockers.
Employees wishing to secure personal effects will, when practical, be given a lock and
key for one desk drawer.

Keys will be turned in upon termination and prior to receiving final paychecks.

The last person to depart the building at any time must be an employee with a key and
a security code number and is responsible to ensure the reproduction machines,
computer equipment, and coffee machine are turned off; the interior lights are turned
off; the outside security lights are turned on; the alarm system is activated; and the front
door is locked.




                                                                             Page 94 of 95
AWK FORMS




            Page 95 of 95
                                        AWK

                  PROSPECTIVE EMPLOYEE SELECTION PACKAGE


                                       Contents


            1.      Employment Opportunity/Position Requisition (Form 2030-2)

            2.      Resume

            3.      Employment Application (Form 2030-3)

            4.      Interview Summary Sheet (Form 2030-4)

            5.      Sample Questions

            6.      AWK Marketing Brochures




AWK FORM 2030-1
2/5/96

				
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