Corporate Compliance Program & Employee Code of ConductDedicated to its founder

Mike Greisser1945 - 2004

The Board of Directors, having adopted the following Corporate Compliance Program and Employee Code of Conduct, have appointed Mick Harris to serve as the

Company s Compliance Officer. (Not pictured: Ken Burnette and Tyler French)

Corporate Compliance Officer

McCormick s compliance policy has been established to ensure compliance with all applicable standards and procedures. The company is regulated under the Federal Government agency known as the TTB (Alcohol & Tobacco, Tax & Trade Bureau) that grants Basic Operating Permits , which allows McCormick to operate. For that reason, conducting business is a privilege and not a right. Therefore, it is imperative that our company maintains a self-auditing practice by establishing internal control to ensure all phases of the operation are in compliance with the federal, state and local agencies. The overall success of our compliance program depends on our employees. I t is the responsibility of all McCormick employees and their agents to assist in identifying any deficiencies in the operating procedures. 152 Standard Operating Procedures are in place to oversee the following operations; bulk spirits, processing, bottling, quality control and shipping. Adherence to these procedures at all levels of the organization is critical to McCormick s on going operations. I f you are uncertain about any aspect of this policy, contact your supervisor, the appropriate Compliance Administrator and/or myself.

Mick Harris

President / Managing Director

Compliance Administrators

Tyler French Allan Hundley Mike FrizzellVP of OPERATIONS HR MANAGER CONTROLLER

OSHA, TTB, EPA, EEOC, ERISA, Labor Financial AccountCustoms & Outside vendors Agreements and All Outside Counsel

Business related Matters

McCormick Distilling Company, Inc. ( The Company ), through this Corporate Compliance program and its Employee Code of conduct, herby establishes compliance standards and procedures to be followed by its employees an its agents for the purpose of reducing the prospect of criminal conduct, conduct in violation of applicable statutory, regulatory and/or judicially created requirements for the Company s continued lawful business operations, and other inappropriate conduct.

The company has created the positions of Compliance Officer and Compliance administrators for the purpose of implementing and overseeing the administration of the Corporate Compliance Program and Employee Code of Conduct in order to ensure the Company s compliance with all applicable standards and procedures.

The Company will take reasonable steps to achieve compliance with standards and procedures among its employees and other agents. This will include the use of monitoring and auditing systems reasonably designed to detect offending conduct. A reporting system will be established so that employees and other agents can report offending conduct by other without fear of retribution.

The Company will take pains to see that its standards of conduct will be consistently enforced. This will be done through appropriate disciplinary mechanisms. This may involve disciplining individuals responsible for the failure to detect

offending conduct, and, on a case specific basis, involve discipline of individuals responsible for offending conduct.

McCormick Entrance Sign.jpg

When made aware of offending conduct, the Company will take all reasonable steps to respond to the offending conduct in an appropriate manner and to prevent the reoccurrence of same, including, as necessary, the modifications of this Corporate Compliance Program and the Company s Employee Code of Conduct, as well as self-reporting to appropriate regulatory and/or law enforcement agencies.

VOLUNTARY DISCLOSURETTB encourages industry members to voluntarily disclose violations of laws and regulations upon discovery. Voluntary disclosure presents several benefits to industry members, including;reduced costs(time and money), mitigation of penalties and/or other special considerations when/if TTB proposes administrative action, an opportunity to obtain guidance on future compliance, and an opportunity to demonstrate credibility and good faith. Industry members should make voluntary

disclosures as soon as possible upon discovery of any non compliance with the law or regulations. TTB considers and may accept voluntary disclosures if the disclosure occurs before TTB discover irregularities or begin a formal audit or investigation the scope of which covers the irregularities.

Employees should understand that this Code is drafted in broad terms. It is the intention to exceed the minimum requirements of the law and industry practice for good corporate citizenship. The following sections identify conduct that is never acceptable, and that will always to considered outside the scope of your employment.

The Company intends to enforce the provisions of this Code vigorously. Violations could lead to progressive discipline, sanctions, including termination, as well as administrative, civil, and criminal liability.

Statement of PrinciplesEach employee contributes to the care and maintenance of our most important asset our reputation and integrity. Each employee must be committed to preserving that asset.

No corporate Code can cover every possible question or business practice. When in doubt, ask before you act.

Each and every McCormick employee is responsible for upholding this Code. All managers will be held accountable for Code enforcement in their respective divisions. The Compliance Officer along with the Compliance Administrators are the corporate officers who will administer the Company s Corporate Compliance Program. Any failure to adhere to the standards outlined in this Code should be reported directly to them without fear of retribution.

Inevitable, this code addresses questions that escape easy definition. There will be times when you legitimately may be unsure about how the code apples to a given situation. In such cases, you should feel free to contact a Compliance Administrator of the Compliance Officer.

Bribery, kickbacks, or other improper payments have no place in Company s business.

Employees who come into contact with government officials must maintain the highest professional standard. No employee should ever offer anything of value to officials in order to obtain a particular result for the Company.

These same standards should also govern your contacts with individuals in the private and commercial sectors. Entertainment of business prospects must be reasonable and should be documented carefully under the Company s expense accounting system. Any questions regarding application of this policy should be referred to the Compliance Administrators or the Compliance Officer.

No code of conduct should attempt to describe each of the extensive accounting requirements which the Company must fulfill. To meet these accounting obligations, however, McCormick must rely on employee truthfulness in accounting practices. Employees may not participate in any misstatement of the Company s accounts. At the same time, no circumstances justify the maintenance of off the books accounts to facilitate questionable or illegal payments.

Each employee must help maintain the integrity of the Company s financial records.

Avoid any situation in which your personal interest conflict with those of the Company.

Each McCormick employee owes a debt of loyalty to the Company. For that reason, all employees must exercise great care any time their personal interests conflict with those of the Company. The following sections review several common problems of this type, but the list is not exhaustive. The overriding general principle, however, is a simple one: exercise great care any time there might be even the appearance that you have acted for reasons other than to benefit the Company.

Employees purchasing goods and/or services on behalf of the Company must exercise great care to preserve their independence from the suppliers of such

goods and services.

Employees who deal with McCormick s suppliers have been given special positions of trust. Each employee in such a position must exercise caution when dealing with the Company s suppliers. As a general rule, no employee should ever receive a payment of anything of value in exchange for a purchasing decision. The Company recognizes an exception for token and customary business gifts (such as, by way of example and not limitations, calendars, pens cheese baskets, etc.) of nominal value (less than $50.00). I f you are in doubt about this policy s application, please consult the Compliance Administrator for your department.

Your first obligation rests with the Company.

McCormick expects the full attention and loyalty of its employees. In general, this level of attention makes it impractical for employees to purse extensive employment outside the Company. Moreover, outside employment could lead to a conflict of interest for the employee. Consequently, any outside employment must be approved in advance by the Compliance Officer.

One of the Company s most important assets is its confidential corporate information. The Company s legal obligations and its competitive position often mandate that his information remain confidential.

Confidential corporate information generally falls into two categories. The first category encompasses information intended for internal use only. this information typically relates to the Company s operations customer lists, pricing policies, production techniques, or trade secrets (confidential information used in the course of business to give the Company a competitive advantage). McCormick endeavors to keep this information confidential indefinitely.

Any employee invited to join a corporate Board of Directors at another Company must obtain the approval of the Board of Directors.

The second category, in contrast to the first, involves confidential corporate information which the Company routinely discloses to the public. This information often gauges the Company s performance (e.g. quarterly financial results of the Company s operations, launch of new products, capital expansion) or identifies events that have a significant (or material ) impact on the value of the Company. Premature disclosure of such information

may expose the individual to onerous civil and/or criminal actions.

Confidential corporate information must not be disclosed by employees to anyone outside the Company, except for a legitimate business purpose such as contacts with the Company s accountants, lenders or its outside counsel.

The Corporate Compliance Officer and/or Administrators speak for the Company.

The Corporate Compliance Officer and/or Compliance Administrators are the Company s spokespersons and arrange for the regular release of the Company s financial results. All requests for information from reporters, securities analysts, shareholders, or the general public should be referred to the Corporate Compliance Officer and/or Compliance Administrators. Releasing any corporate information through other channels is the violation of the Employee Code of Conduct.

Discrimination should play no part in workplace decisions.

McCormick is committed to a work environment in which its employees can excel and/or advance based on their respective talents and work attitudes. No employment decision may be based on, for example, an employee s or employment applicant s race, color, sex, religion, age, national origin, veteran status, pregnancy status, ancestry, martial status, sexual orientation, gender identity, genetic information, disability, citizenship status, and/or any other protected status. Each employee is subject to this standard.

The Compliance Administrator in charge of EEOC,ERISA, and all other employment related matters is the officer responsible for enforcement of this policy. If you believe that this policy has been violated, you must contact Allan immediately.

Violations of the Code may lead to serious sanctions, including termination of employment.

The conduct of each employee is of vital importance to the Company. A misstep by a single employee can cost the Company dearly, and can undermine the Company s reputation as well as the reputations of its other employees. ForThese reasons, violations of this Code may lead to significant penalties, including termination of employment for cause.

McCormick expects all personnel to follow a simple standard:

All employees must be treated with respect.

Harassment covers a wide spectrum of improper conduct, including unwelcome sexual advances or use of racial epithets.

This code set a simple standard and everyone associated with the Company must abide by it. Any employee who believes that his standard is not being maintained should contact the Compliance Administrator in charge of the

Corporate Compliance Officer.

Harassment will not be tolerated.

Social Networking and Blogging

McCormick values employee efforts to enhance their workplaces and to better serve our customers. McCormick thus encourages employees to add their constructive voices to discussions about our industry. We are proud of our business and are always open to constructive suggestions for improvement.

Blogging and other forms of Internet communication have become common means of sharing information. McCormick recognizes the positive potential of this outlet for public discussion. At the same time, employees should be aware that blogging and other Internet positing carry unique risks for users, including the dangers of privacy loss and of personal liability. Bloggers and other Internet users should be careful not to violate their duties to McCormick and its customers.

In order to ensure that blogging and use of social networking sites remain constructive tools, McCormick provides the following guidelines for its employees. Failure to abide by these guidelines may result in discipline, up to and including termination of employment.

Legal Implications. It is important to remember that, despite their informal nature, blogs and posts are available to others to read. Some statements can lead to legal action against the blogger/poster by those whose rights may have been violated. For example, bloggers/posters may be held liable for defamatory statements, invasion of privacy, or for harassment based on race, color, religion, sex, age, disability, marital status, pregnancy status, national origin, ancestry, sexual orientation, gender identity, citizenship status, veteran status, genetic information, or any other status protected by law. Users should also take care not to post materials that are legally protected by copyright and other intellectual property laws.

Social Networking and Blogging

Confidential Information. The obligations of McCormick employees not to disclose the company s confidential, proprietary, and/or customer-related information apply with equal force to the Internet. If a McCormick employee is unsure about what is inappropriate for posting, then the employee should discuss the matter with a supervisor or Human Resources.

Authorization to Speak for McCormick. It is important to remember that only specific individuals are authorized to speak on behalf of McCormick. Employees without such specific authority, who directly or indirectly refer to their employment with McCormick, should make clear in each posting that they are speaking for themselves only and not for McCormick. Managers should be particularly careful because, by virtue of their positions, their statements may be attributed to McCormick or may be assumed to have been made on behalf of the Company.

Work Time. For most employees, official duties do not include blogging or other Internet communications. Employees should be careful to spend work time on the duties of their positions.

Public Domain. Employees should keep in mind that all kinds of people may read what gets posted on the Internet. What gets posted may be read by colleagues, subordinates, and superiors at McCormick.

Non Disclosure

It is very important to McCormick that we protect our confidential business information and trade secrets. Confidential information includes, but is not limited to, the following examples:

Compensation dataComputer processesComputer programs and codesCustomer listsCustomer preferencesFinancial informationLabor relations strategiesMarking strategiesNew material strategiesPending projects and proposals Proprietary production processesResearch and development strategiesScientific dataScientific formulaeScientific prototypesTechnological dataTechnological prototypes

If you have access to confidential information, we may ask that you sign a non-disclosure agreement as a condition of your employment.

If you improperly use or disclose a trade secret or confidential business information, you will be subject to disciplinary action, up to and including termination of employment. McCormick may also pursue all available legal and equitable remedies for such conduct. This applies even if you do not get any benefit from releasing the information.

Information Technology

McCormick respects the individual privacy of its employees. Employee privacy, however, does not extend to work-related conduct or to use of McCormick-provided equipment or supplies. Although employees may use log-on identifications, passwords, encryption, and user-specific mailboxes, these passwords and other security devices are for the protection of McCormick, not the user. Users do not have a reasonable expectation that information sent, received, created, edited, downloaded, or stored (either temporarily or permanently) using information systems is private or confidential. McCormick reserves the right to monitor any such information. Any information a user wishes to remain private should not be downloaded, accessed, transmitted, displayed, or stored on McCormick s information systems. Employees should be aware that the following guidelines may affect their privacy in the workplace.

Information Technology

Provision of Internet access. As a condition of providing its employees with access to itscomputer system, the Internet, and e-mail, McCormick places certain boundaries on their use.McCormick expects employees to use these tools for business purposes including:

1. to communicate with fellow employees and customers regarding matters within an employees assigned duties;

2. To acquire information related or designed to facilitate the performance of regular assigned duties;

3. to facilitate performance of any task or project in a manner approved by an employee s supervisor or manager; and

4. For limited, approved personal use that does not interfere with the employee s work performance.

Regarding 4, employees may not use McCormick s computer system, the Internet, or e-mail forany activity that would violate any of the policies herein and/or for any of the following:

a) Forwarding jokes, chain letters, or other mass messages;b) Gambling or wagering of any kind;c) Job-searching outside of McCormick;d) Accessing or forwarding inappropriate material, including but not limited to sexual

material and/or other material that violates McCormick s Equal Employment Opportunity Policy;

e) Soliciting of any kind unrelated to McCormick s business (i.e., fundraisers or cookie sales, raffles);

f) Accessing, sending, receiving, or otherwise disseminating materials that are defamatory, libelous, slanderous, or otherwise may place an employee or McCormick in a false light;

Information Technology

g) Invading the privacy of another employee or other party;h) Distribution of destructive or damaging computer software programs/software (i.e.

bugs, viruses, worms, Trojan horses, self-replicating codes, or other similar programs);

i) Tampering with, intercepting, accessing, copying, reading, or deleting messages or work-product of a co-worker without management authorization and for purposes other than the enforcement of this policy.

j) Conducting or soliciting business or other commercial activity unrelated to McCormick or otherwise soliciting for personal gain;

k) Usurping or attempting to usurp the business opportunities of McCormick;l) Accessing, sending, receiving, printing, or otherwise disseminating copyrighted

materials, financial information, or other similar materials belonging to McCormick or any other business entity without prior authorization;

m) Accessing, sending, receiving, printing, disseminating, or otherwise misappropriating proprietary, trade secret, or other confidential information belonging to McCormick or any other business entity;

n) Engaging in or attempting to engage in any other unlawful or criminal activity; oro) Engaging in or attempting to engage in any other activity inconsistent with

McCormick s policies.

This list is not exhaustive. Any employee who uses McCormick s computer system, the Internet, or e-mail for a purpose deemed inappropriate, in McCormick s judgment, may be subject to disciplinary action, up to and including termination of employment. Employees should notify their supervisor or management upon learning of any violations of this policy.

Information Technology

Compliance with Applicable Laws and Licenses. Employees must comply with all software licenses, copyrights, and all other laws governing intellectual property and online activity.

Violation of McCormick s Information Technology Policy. Violation of this policy may result in disciplinary action, up to and including termination of employment. Use of McCormick s computer system, the Internet or e-mail while at work should be for activities related to McCormick s business.

Information about McCormick s business and/or customers. McCormick s confidentiality policies prohibiting unauthorized disclosure of information about McCormick s business and customers apply to electronic disclosures, including disclosures through the internet, email, or social media sites.

Email and Management s Right to Access. McCormick s e-mail system has been installed by McCormick to facilitate business communications. Although each employee has an individual password to access the network, the e-mail system is property of McCormick and the contents of e-mail communications are accessible at all times by McCormick management for any business purpose. These systems may be subject to periodic unannounced inspections and should be treated like other shared filing systems. All system passwords and encryption keys must be available to McCormick management and each employee s supervisor or manager.

All e-mail messages are McCormick s records. The contents of e-mail may be disclosed within McCormick without an employee s permission. Therefore, employees should not assume that messages are confidential. Back-up copies of e-mail may be maintained and referenced for business or legal reasons.

Information Technology

Personal use of E-mail. Because McCormick provides e-mail to assist employees in the performance of their jobs, an employee should use it for official McCormick business. Incidental and occasional personal use of McCormick e-mail is permitted, but, again, employees have no reasonable expectation of privacy in these messages. McCormick reserves the right to access these messages and McCormick management may access them without prior notice. An employee should not use McCormick e-mail to transmit any message they would not want read by a third party.

Password and Encryption Key Security and Integrity. Employees are prohibited from the unauthorized use of the passwords and encryption keys of other employees to access another employee s e-mail messages.

Virus Detection. All material downloaded from the Internet or from computers or networks MUST be approved by McCormick and scanned for viruses and other destructive programs before being allowed on McCormick s computer system.

Waiver of Privacy. McCormick has the right, but not the duty, to monitor any and all aspects of its computer system, including, but not limited to, monitoring sites employees visit on the Internet, reviewing material downloaded or uploaded by employees, and reviewing e-mail sent and received by employees.

Employees waive any right to privacy in anything they create, store, access, send or receive on McCormick computer or McCormick computer system.

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