General Code of Ethics

Introduction

The purpose of this General Code of Ethics (the “Code”) is to provide a framework for making ethical business decisions in the course of Zoe’s Kitchen, Inc.’s and its affiliates’ (collectively, the “Company”) business, to establish the importance of exercising sound, ethical judgment and to recognize the shared values we have with our guests, stockholders, team members, suppliers and other third parties with whom we do business. All directors, officers, team members and agents of the Company, and members of their immediate family, are subject to the Code (each such person is sometimes referred to in this Code as "you."

Our business-related conduct both inside and outside the Company will be guided by the following values:

  • Integrity in all dealings;
  • Create value; innovate;
  • Respect people; create a positive culture for teamwork; deliver goodness; and
  • Responsible, results-oriented performance.

Any waiver of the application of the Code with respect to executive officers or directors must be approved by the Board of Directors or its designated committee and must be disclosed to the extent required by law or regulation.

General Principles

The Company expects and requires you to adhere to the following standards of conduct:

  • Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships in accordance with law and the Company’s Conflicts of Interest Policy;
  • Full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (or investors) and in other public communications made by the Company;
  • Compliance with applicable governmental laws, rules and regulations and the Company’s policies;
  • The prompt internal reporting to an appropriate person or persons (or use of the Company’s anonymous, confidential reporting system) identified in the Code of violations of the Company’s policies; and
  • Accountability for adherence to the Code.

I. Policies and Practices*

  1. Compliance with Laws

    You must obey the laws of the jurisdictions in which the Company operates. Where necessary, seek guidance from your supervisor or the General Counsel (“GC”). No person has authority to violate any law or to direct others to violate any law on behalf of the Company. You should also refer to the additional policies that the Company has in place.

  2. Conflicts of Interest

    A conflict of interest may arise where your loyalties are divided, or appear to be divided, between your business interests and those of the Company. The Company expects that you will not knowingly place yourself in a position that would have the appearance of being, or could be construed to be, in conflict with the Company’s interests. The following is not exhaustive, but identifies potential areas of conflicted interests:

    1. Accepting Gifts and Entertainment

      Accepting any gift of more than nominal value (being a gift with a monetary value of $200 or more) or entertainment that is more than a routine social amenity can appear to be an attempt to gain favorable treatment from the recipient.

      1. Gifts, Entertainment and other Gratuities to the Company’s Representatives

        You are urged to give careful consideration to the acceptance of any gift of more than nominal value. The key is to keep an arm’s length relationship, to avoid excessive or lavish gifts, and to ensure that the gift is reasonable and appropriate under the circumstances. Gifts of any amount may never be solicited, and gifts of cash or securities may never be accepted. In the case of entertainment, it must be of a reasonable and appropriate nature and in the course of a meeting or another occasion for the purpose of bona fide business discussions or to foster better business relations. In cases where the gift is of more than nominal value, you should consult the CEO, COO or CFO on proper handling in accordance applicable Company’s authority and approval policies.

      2. Payments to Government Personnel

        It is the Company’s policy to comply strictly with laws governing the offering of gratuities and other items of value to federal, state and local government employees.

        The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

        In addition, there are a number of federal and state laws and regulations regarding business gratuities which may be accepted by U.S. or state government personnel. The promise, offer or delivery to an official or employee of the U.S. government or a state government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. Local governments, as well as foreign governments, may have similar rules. You must consult with the GC prior to making any such gifts.

      3. Gifts and Business Courtesies to Non-Government Persons

        You are permitted to provide meals, refreshments, entertainment and other business courtesies of reasonable value to non-government persons in support of the Company’s business activities, so long as this practice (i) does not violate any law or regulation, or the standards of the recipient’s organization and (ii) is consistent with industry practices, infrequent in nature, and not lavish or extravagant. While the latter is difficult to define with specificity, use common sense and good judgment. It is illegal for the Company or its representatives to pay to or receive anything of value from any labor organization.

    2. Outside Employment/Conflicting Outside Activities

      Team members are not to engage in outside work or conflicting outside activities that have, or could have a material effect on the team member’s duties to the Company; imply sponsorship or support by the Company; adversely affect the reputation of the Company, or otherwise compete with the Company. This prohibition also extends to the unauthorized use or application of resources and of any proprietary, confidential, or trade secret information or intellectual property. If you wish to accept outside employment or engage in a conflicting outside activity (or have any questions about whether an outside activity conflicts with your employment by the Company), you must submit a request containing pertinent information about the outside employment or activity and obtain the prior written approval of your supervisor. Team members who have been authorized to engage in, and have accepted, outside work or an outside activity may not use paid time off to pursue that effort.

    3. Team members’ Interests in Other Businesses

      If you are considering investing in a credit source, supplier or competitor, great care must be taken to ensure that these investments do not compromise your responsibilities with the Company. Many factors should be considered in determining whether a conflict exists, including the size and nature of the investment; your ability to influence the Company’s decisions; your access to confidential information of the Company or of the other company; and the nature of the relationship between the Company and the other company. The Audit Committee of the Company’s Board of Directors must approve in advance any such investment. Furthermore, if you wish to serve as an officer or director to an outside business (other than a qualified non-profit charitable organization) on your own time, you must receive prior approval in writing from the Chief Executive Officer, the CFO or the GC. If the circumstances of the outside business change substantially, you must seek re-approval. (Team members are permitted, however, to serve on charity boards or in family businesses that have no relationship to the Company).

    4. Political Involvement

      You are advised that your participation in the political process, including any donations, must be for yourself individually, on your own time, and at your own expense. The Company will not reimburse you for such contributions and you should not request such reimbursement.

  3. Use and Protection of Information, Property, Systems and Other Resources

    The facilities and other resources provided by the Company are to be used in support of its business. Any personal use permitted by Company policy must be incidental, not interfere with work requirements, and not be excessive.

    1. Offensive and Inappropriate Material; Illegal Activities

      The Company’s policies prohibit using these resources to send, distribute or receive illegal, sexually explicit, abusive, offensive, profane, defamatory or other inappropriate content.

    2. Solicitations on Work Premises

      Solicitation not related to the business of the Company in its workplace is prohibited without the prior written consent of the Chief Executive Officer, CFO or General Counsel.

      Sites may have bulletin boards or other procedures for distributing general interest, local information at work sites. Use of these resources are authorized when related to charitable or similar efforts, are limited to the designated bulletin boards or other areas, and result in no personal solicitation (i.e., posting of a sign-up sheet). Consult with your supervisor or facility manager for local bulletin board and e-mail procedures.

    3. Theft and Misuse of the Company’s Resources

      Actual or attempted theft or misuse of the Company’s resources, including documents, equipment, intellectual property, personal property of other team members, cash or any other items of value is subject to immediate termination and possible criminal proceedings. You have a responsibility to report any actual or attempted theft or misuse to the Company’s management.

    4. Proprietary and Other Confidential Information

      You must safeguard and hold in strict confidence proprietary, confidential and/or trade secret information, including information of the Company or any of its business partners. You should exercise prudence and care in dealing with such information. Your use of the information is strictly limited to your work for the Company and the relevant project on which the information was disclosed to you. Any such information must be returned when requested or upon the termination of your employment.

    5. Other Competitive Information

      The Company will not condone obtaining information concerning competitors through illegal means or other illicit or non-industry standard means, the propriety of which reasonably could be questioned.

    6. Third Party Intellectual Property

      Unauthorized use of third party intellectual property, including copyrighted materials, trademarks, and patented items, by team members is strictly prohibited. You should be aware that unauthorized use can result in both civil and criminal penalties and sanctions. Team members are to comply with guidelines established by the Company, to report violations to the GC, and to consult the GC for questions regarding appropriate usage and authorization.

    7. Electronic Communication

      You are responsible for using the Company’s electronic information and communications systems, including facsimile, voice mail, electronic mail, internet, laptop, smartphone and personal computer systems (collectively, the "Systems"), properly and in accordance with Company policy. Generally speaking, you should be aware of the following:

      • The Systems, and all communications, memoranda, files or other data created, uploaded, downloaded, sent, accessed, received or stored on any System ("Messages"), are property of the Company.
      • Except for minimal incidental and occasional personal use, the Systems are for Company business use. Pornography and computer games are strictly prohibited.
      • You should not have an expectation of privacy in any Messages you create, upload, download, send, receive or store, as they may be monitored by the Company at any time.
      • Messages should not contain content that another person (including the recipient thereof and any other person) may consider offensive, disruptive, defamatory or derogatory.
      • Attempting to access or "hacking" into Company Systems to which you do not have access or into computer systems of third parties is strictly prohibited.
    8. Litigation and Claims

      The Company, like all other businesses, is from time to time involved in disputes that may result in claims or litigation. If you ever receive a legal document related to the Company, such as a summons, complaint, subpoena or discovery request, whether from a governmental agency or otherwise, you must immediately contact the GC to ensure an appropriate and timely response. Do not respond to any request, answer any questions or produce any documents without first discussing with the GC. Also, it is not appropriate to attempt to list legal matters or pending litigation in vendor or supplier qualification forms, RFPs or RFQs, or in any questionnaires. Under no circumstance should you threaten or initiate legal action on behalf of the Company.

  4. Securities Laws

    It is your obligation to safeguard the Company’s non-public information and not to share this information with anyone except as required by your work responsibilities. Non-public information is information that has not been disclosed or made available to the general public. Such information may include financial data, plans for acquisitions, material contracts, or the hiring, firing or resignation of a member of the Board of Directors or an officer of the Company. Trading in stocks or securities based on non-public information, or providing non- public information to others so that they may trade, is illegal and may result in prosecution. The trading of stock by directors, officers and team members of the Company is subject to compliance with applicable laws and the Company’s Insider Trading of Securities Policy. Team members having questions about the sale or purchase of a security that might involve non-public information or securities laws should review the Company’s Insider Trading of Securities Policy and then consult the GC. Just as the Company values and protects its own non-public information, we respect the non-public information of other companies.

  5. Bribery, Kickback and Fraud

    No funds or assets shall be paid, loaned or otherwise given as bribes, kickbacks, or other payments designed to influence or compromise the conduct of the recipient; and no team member of the Company shall accept any funds or other assets for assisting in obtaining business or for securing special concessions from the Company. You should conduct Company business in such a manner that our reputation and integrity will not be impugned if the details of these dealings should become a matter of public discussion. To illustrate the standard that the Company expects you to maintain, the following conduct is expressly prohibited:

    • Payment or receipt of money, gifts, loans or other favors that may tend to influence business decisions or compromise independent judgment;
    • Payment or receipt of kickbacks or other improper payments for obtaining business for or from the Company;
    • Payment of bribes to government officials to obtain favorable rulings; and
    • Any other activity that would similarly degrade the reputation or integrity of the Company.

    Team members have a responsibility to report any actual or attempted bribery, kickback or fraud.

  6. Workplace Health and Safety

    The Company is committed to providing a drug-free, safe, and healthy workplace in accordance with applicable laws and regulations. Therefore, you are required to follow carefully all safety instructions and procedures that the Company implements. You should promptly report accidents, injuries, or other health and safety concerns, and refer related questions, to your supervisor or the responsible facility manager.

  7. Employment Matters

    The Company is committed to fostering a business-like atmosphere that promotes equal employment opportunities and prohibits discriminatory practices, including harassment. The Company expects that relationships among persons in the workplace will likewise be business-like and free of unlawful bias, prejudice and harassment. You are expected to be conscientious, reliable and honest; to perform assigned responsibilities and duties in accord with acceptable standards; to be courteous and cooperative with co-workers, management, guests and suppliers; and to ensure the integrity and ethical standards of the Company. You will not engage in activities that interfere with the performance of the operating procedures of the Company or those of our guests and suppliers.

    1. Non-Discrimination/Anti-Harassment

      The Company’s policy is to ensure equal employment opportunity without discrimination or harassment on the basis of age, color, disability, national origin, race, religion, sex or other status protected by applicable law.

    2. Anti-Retaliation

      You may not interfere with or retaliate against another team member who invokes his or her legal rights, or participates in an investigation, and any such retaliation may result in the termination of your employment.

    3. Workplace Relationships

      You are not permitted to maintain a close personal or private relationship where the employment relationship is of a supervisor/subordinate nature, involves financial or audit oversight or control, or constitutes a possible conflict of interest. The Company will endeavor to exercise discretion in its review of the matter, and the Company may elect to arrange for a suitable change in the working relationship, subject to the approval of the Company’s management. In the event that the Company elects not to arrange for a suitable change in the working relationship or one cannot be implemented within a period of time acceptable to the Company, the Company reserves the right to require resignation of one or both of the team members from the Company.

    4. Substance Abuse

      You may not use, possess, distribute, sell or be under the influence of alcohol or illegal drugs; use over-the-counter or prescription drugs in a manner inconsistent with the legally prescribed amount and accompanying instructions; or improperly or illegally use any inhalant or perception-altering substance in the performance of work for the Company or while on the premises of the Company, save that the consumption of alcohol is allowed at Company- sponsored events.

  8. Books and Records

    The Company’s internal accounting controls are intended to safeguard the assets of the Company and to ensure the accuracy of its financial records and reports, which form the basis for managing our business and fulfilling our obligations to stockholders, team members and regulatory authorities. These records, including financial records, must properly, accurately and completely reflect all components of transactions in accordance with law and be promptly entered on our books. No person may interfere with or seek to improperly influence, directly or indirectly, the accuracy, completeness or auditing of such records. All reports made to regulatory authorities must be full, fair, accurate, timely and understandable. If a team member becomes aware of any improper transaction or accounting practice, he or she must report the matter immediately to his or her supervisor.

  9. Document Retention

    There are legal requirements that certain records be retained for specific periods of time. Whenever it becomes apparent that documents of any type will be required in connection with a lawsuit or government investigation, all possibly relevant documents should be preserved, and ordinary destruction of documents pertaining to the subjects of the litigation or investigation should be immediately suspended. If you are uncertain whether documents under your control should be preserved because they might relate to a lawsuit or investigation, you should contact the GC.

*The Code is not an express or implied contract of employment and does not create any contractual rights of any kind between the Company and you.

II. Compliance with the Code of Ethics

As a condition to employment, the Company reserves the right to require you to complete and submit a certification in a form designated by the Company pertaining to your compliance with this Code upon commencement of employment and as frequently thereafter as the Company may deem advisable. A violation of this Code may result in appropriate disciplinary action, including termination of employment. Violations of this Code are not the only basis for disciplinary action, as the Company has additional policies and procedures governing conduct and certain civil and criminal laws and regulations may result in external sanctions. The Company further reserves the right to take disciplinary action on any matters pertaining to team member conduct, whether or not they are expressly discussed in this document.

III. Reporting Suspected Non-Compliance

  1. General Policy

    As described in this Code, certain persons must review and approve in writing any circumstance requiring special permission. Copies of these approvals should be maintained by the Company in accordance with the Company’s document retention policy. As part of the commitment to ethical and legal conduct, we expect team members to report information about suspected violations of this Code to their supervisor, a Company officer, the GC or the Company’s anonymous, confidential reporting system. Failure to report known wrongdoing may result in disciplinary action against those who fail to report.

  2. Complaint Procedure

    As described in this Code, certain persons must review and approve in writing any circumstance requiring special permission. Copies of these approvals should be maintained by the Company in accordance with the Company’s document retention policy. As part of the commitment to ethical and legal conduct, we expect team members to report information about suspected violations of this Code to their supervisor, a Company officer, the GC or the Company’s anonymous, confidential reporting system. Failure to report known wrongdoing may result in disciplinary action against those who fail to report.

    1. Notification of Complaint

      Known or suspected violations of this Code should be reported promptly, in writing where practical.

    2. Investigation

      Team members are expected to cooperate in investigations of any suspected violation.

    3. Confidentiality

      Investigations will be conducted discreetly, as appropriate under the circumstances. Those investigating do not act as personal representatives or lawyers for team members. Parties to an investigation shall not discuss the matter with other team members.

    4. Protection against Retaliation

      Retaliation in any form against an individual who reports a violation, or assists in the investigation, of the Code or of law, even if the report is mistaken, is itself a serious violation of this Code and will not be tolerated. Acts of retaliation should be reported immediately and will be disciplined appropriately. Team members who submit a complaint in bad faith may face disciplinary action, including termination.

IV. Acknowledgement

Each director, officer and team member shall annually acknowledge by signing, manually or electronically, a certification substantially in the following form, that they have read, understood and complied with this Code.

Certification

Certification Period: Company’s prior fiscal year.

I have read and understand the Zoe’s Kitchen, Inc. General Code of Ethics.

I certify that to the best of my knowledge and information, I have no reason to believe that there is or has been during the certification period a violation of Zoe’s Kitchen, Inc.’s policies as to conflicts of interest and ethical business conduct, as summarized in the Zoe’s Kitchen, Inc. General Code of Ethics, except as to issues of which I have personal knowledge that have been referred to Zoe’s Kitchen, Inc.’s GC for review. If there are any such exceptions, I have personally verified with the GC that each such exception issue is under active review or has been resolved.

Signature

Typed or Printed Name

Date