TOYOTA ASSOCIATE DISPUTE RESOLUTION ("T-ADR")*
*also applies to Applicants

I. POLICY

Toyota Motor Sales, U.S.A., Inc. (Toyota) recognizes that disagreements inevitably surface when people work together and that without a forum providing quick and fair resolution of such disputes, workplace relationships and productivity suffer unnecessarily to the detriment of both the Associate and the Company. Working out issues when they are small helps prevent misunderstandings that occur when communication breaks down. Everyone at Toyota thus has a stake in resolving Associate workplace issues quickly and fairly. Toyota is committed to providing an environment in which Associates feel free to speak up about issues that concern them and has designed this T-ADR process to foster open communication. T-ADR gives the Associate and management opportunities to address issues before they escalate into problems that are much more difficult to resolve. Associates who believe that they have been treated unfairly or in a manner not consistent with Toyota policies and procedures or who have any other workplace issue should bring their concern forward through this T-ADR process.

II. PROVISIONS

1.Covered Individuals and Entities. The T-ADR process applies to Toyota and its wholly owned subsidiaries (excluding Japan Staff, Toyota de Puerto Rico, and TMSM Servicios de Mexico) and to all non-bargaining unit Associates employed on or after January 1, 2002, employed by any of those entities, and their heirs, successors or assigns. T-ADR covers all Associates who separate from Toyota or a covered subsidiary on or after January 1, 2002, who assert claims arising out of or related to their former employment at TMS and/or a covered subsidiary. In addition, any applicant who submits an application for employment at Toyota or any of its wholly owned subsidiaries agrees to submit any claims arising out of or related to the processing of his/her application for employment or the covered entity's hiring or new hire procedures for resolution using this T-ADR process. When the Company has a claim, it shall follow the procedures that are required for associates or applicants who have claims.

2.Covered Claims. The T-ADR process applies to all disputes arising out of or related to an Applicant's application or an Associate's employment at Toyota (including its wholly-owned subsidiaries) (whether brought by the Applicant/Associate or by the Company and whether brought against the Company or the Applicant/Associate), excluding the following types of claims: (a) claims for unemployment, workers' compensation, or employee benefits under an ERISA qualified pension or welfare benefit plan, all matters pertaining to Toyota Vehicle Services programs, and immigration or visa issues (all of which have separate administrative and appeal procedures); (b) challenges to operational business decisions such as to re-structure, re-organize, or downsize or to establish and/or modify Toyota policies, practices and procedures (all of which are subject to the Company's discretion) unless such decisions violate an Applicant's or Associate's legally protected rights; (c) claims by either an Applicant, Associate or the Company arising out of an incident or situation concerning intellectual property rights and/or other claims arising under the Company's non-disclosure agreement, such as patent or copyright infringements, disclosure of confidential or competition-sensitive business information, challenges to termination for disclosure of confidential information, etc., (d) claims that have already been resolved through the T-ADR process; and (e) claims for which the parties have already agreed to another form of dispute resolution, such as binding arbitration in an employment agreement.

Step Four of the T-ADR process is available only to address legally protected rights or employment-related legal claims maintained by or against the Company and individual managers acting within the scope of their employment. Legally protected claims are claims that a court (judge or jury) would have the authority to decide under applicable federal, state or local law.

3. Available Conflict Resolution Resources. Associates may obtain assistance from their supervision, local management, or their Human Resources Consultant (HRC) at any time while trying to resolve the issue internally within the Company (i.e., before initiating mediation or arbitration). Applicants may obtain assistance from a HRC by calling the Company at (310) 468-4000, asking the receptionist for HR and then selecting "5" from the HR Mainline options menu. If for any reason an Associate/Applicant does not feel comfortable approaching any of these individuals, the Associate/Applicant may contact the Corporate Manager of Human Resources Consulting. When the issue involves broader workplace culture or environment matters that impact the Associate and/or other Toyota associates, it may be appropriate to contact other internal resources, such as Corporate Diversity or the Work-Life Program Manager in the Human Resources Department or the Internal Audit Director or Ethics Officer. If the issue is not resolved after going through the Informal Discussion and Formal Review steps described below, external resources, including professional mediators (trained to help disputing parties resolve their issues) and experienced arbitrators (neutral third parties who hear the case and issue a decision) are available. An additional external resource available to Associates on a 24-hour basis is the Associate Support and Assistance Program (ASAP) [(800) 367-7474], which offers confidential assistance in addressing conflict.

4. Confidentiality. The T-ADR process is a private and confidential dispute resolution process. Although complete confidentiality cannot be guaranteed in addressing workplace issues under T-ADR, the Applicant, Associate and the Company, and its or their representatives, agree to respect the confidential nature of this settlement process and limit disclosure of the nature or outcome of the proceedings of any T-ADR process to persons with a need to know. Records of the proceedings are maintained in separate confidential files and not included in Associate personnel files, unless the issue resolution necessitates some notation or change in the Associate's personnel file.

5. Mandatory Procedure. The T-ADR process established by this Policy is mandatory and must be exhausted through Step 4, Arbitration, before either the Company or the Applicant or Associate may pursue a covered arbitrable claim in court. This provision does not prohibit an Applicant or Associate from filing a charge with the National Labor Relations Board, the Equal Employment Opportunity Commission or any comparable state agency; however, the Company generally will request the agency to postpone processing of the charge or complaint until the T-ADR process is completed.

6. Non-Binding on Associates/Applicants. When an Applicant or Associate submits a claim through the T-ADR process, s/he is not required to accept the response at any step of the T-ADR process, but instead may elect to proceed to the next step. This includes being free to reject the Arbitrator's decision at the last step of T-ADR and pursue agency or legal action. However, if the Applicant or Associate accepts the proposed resolution at any step of the T-ADR process, then the response becomes binding on both the Applicant or Associate and the Company and the award constitutes the entire resolution of the Applicant or Associate's issue. By accepting the resolution, the Applicant or Associate will waive his/her right to pursue his/her submitted claim(s) to court for a de novo hearing on his/her dispute or to take his/her claim to another agency or dispute resolution forum. If Toyota or one of its wholly owned subsidiaries submits a dispute with an Associate or Applicant to the T-ADR process, the Associate or Applicant will be permitted to choose whether to maintain the matter in the arbitration forum or remove the matter to court instead. In either forum, however, the Associate or Applicant would be bound by the outcome in the forum that the Associate or Applicant has chosen if the Company wins the proceeding and elects to accept the resolution. Notwithstanding any other provision in this policy, if an Associate/Applicant brings a representative action, the decision of the arbitrator shall not be binding on either party.

7. Timely Action. For the T-ADR process to be effective, Associates should address their workplace issue(s) with their supervision, local management or Human Resources immediately when the issue arises. The Formal T-ADR process must be initiated within one year of the date following the incident that prompted the dispute or within such longer period as is allowed by the statute of limitations (the legally determined time limit) applicable to the employment claim in question, whichever is later. Toyota will respond to Associates/Applicants in a timely manner. The Company will respond in writing when the Applicant or Associate has filed a written Formal Complaint. The timelines for the Company response provided in this policy are guidelines and may be modified when circumstances warrant. The time required to exhaust the Company's T-ADR process does not extend the statute of limitations imposed by law to file an administrative agency charge or complaint or to bring a lawsuit asserting any legal claim(s). A decision by the Company to permit an untimely action to proceed through the T-ADR process is not a waiver of any defenses the Company may have in subsequent proceedings.

8. Legal Representation. Although either party may consult with an attorney of his/her choice at any time, neither party may be represented by counsel at any meetings conducted during Steps 1 and 2 of the internal T-ADR process (i.e., during Informal Discussions and Corporate Management Review). Either party may be represented by counsel at Mediation or Arbitration; however, that party will be responsible for paying all attorneys' fees and expenses incurred in connection with that legal representation. If the Applicant or Associate retains counsel to represent him/her during Mediation or Arbitration, the Applicant or Associate must inform his/her HRC provide the attorney's name and contact information. Similarly the Company will advise the Associate or Applicant of the name and contact information for its attorney.

9. Retaliation. It is a violation of Company policy for any management or non-management Associate to retaliate against an Associate/Applicant who has filed or expressed an intention to file a complaint under this Policy or who has participated in an investigation or proceeding in connection with a complaint filed under this procedure. Any Associate found to have engaged in retaliatory conduct will be subject to discipline, up to and including termination.

10. Precedent. No Step 3 mediation agreement or Step 4 arbitration award will have or be given any precedential value in any other T-ADR proceeding or any proceeding in any other dispute resolution forum.

11. At-Will Employment Status. Nothing in this Policy alters the at-will employment status of any covered Associate, nor shall any provision of this Policy be interpreted or deemed to alter the at-will employment status of any covered Associate, which can be altered only by a writing explicitly changing the individual Associate's at-will employment status and signed by the Associate and the President, Executive Vice President or Senior Vice President of Toyota or the wholly owned subsidiary.

12. Policy Modifications. Any material procedural or substantive change in this Policy will be publicized via posting on the Company's intranet ninety (90) days in advance of the new terms taking effect. The terms of this Policy in effect at the time that the filing party (Applicant, Associate or Company) first files a formal written T-ADR Complaint will be binding on the parties to the proceeding. Otherwise, the Company reserves the right to change, modify or discontinue this Policy at any time upon prior written notice to the Company's current employees. All changes must be in writing.

13. Severability. If any provision of this Policy, or its application to any person or entity in any place or circumstance, is held by an arbitrator or a court of competent jurisdiction to be invalid, unenforceable, or void, then such provision shall be enforced to the greatest extent permitted by law in the jurisdiction where the proceeding is held, and the remainder of this Policy, including such provision, shall be given full force and effect when applied to any other persons or entities and in other places or circumstances.

14. Applicable Law. Proceedings conducted under this Policy shall be governed by and construed in accordance with the jurisdiction where the facility to which Applicant made application or the Associate was employed at the time the dispute arose is located.

III. PROCEDURE

1. STEP ONE: Informal T-ADR Process–Discussion with Local Management

1.1 The Associate is strongly encouraged to discuss any workplace issue with his/her immediate supervisor as soon as the issue arises. Both the Associate and the supervisor should make sincere, good faith efforts to resolve the matter without delay.

1.1.1 If, for any reason, the Associate feels uncomfortable approaching his/her immediate supervisor, the Associate may discuss the issue with the supervisor's immediate manager.

1.2 The Associate also may seek assistance from his/her HRC to address workplace issue(s). The HRC is knowledgeable about the business unit and Company policies, practices and procedures, and can provide practical guidance on how to address the issue. The HRC also can investigate issues and facilitate discussion between the Associate and local management to explore resolution.

1.2.1 If an Associate feels uncomfortable approaching his/her HRC for any reason, the Associate may contact the Corporate Manager of Human Resources Consulting for assistance.

1.3 The Associate may contact the Associate Support and Assistance Program (ASAP) counselors to obtain confidential assistance in addressing conflict in the workplace.

1.4 An Applicant is strongly encouraged to contact a HRC about any issue that arises concerning their application. To reach a HRC, applicants should call the Company at (310) 468-4000, ask the receptionist to speak with HR and then select "5" from the HR Mainline options menu. Both the Applicant and the HRC should make a sincere, good faith effort to resolve the matter without delay.

1.5 If the Associate/Applicant is unable to resolve any workplace issue(s) through Informal Discussions with the supervisor, manager, or the National manager, with the HRC's assistance, the Associate/Applicant may seek corporate review of the issue through the Company's Formal T-ADR process.

2. STEP TWO: Formal T-ADR Process – Corporate Management Review

2.1 The Formal T-ADR process is initiated by completing the "T-ADR Formal Complaint" form, which identifies the nature of the Associate's or Applicant's issue(s), the result of prior attempts to resolve the issue(s), and the resolution that the Associate/Applicant seeks. The Formal T-ADR process must be initiated within one year of the date following the incident that prompted the dispute or within such longer period as is allowed by the statute of limitations (the legally determined time limit) applicable to the employment claim in question, whichever is later.

2.2 Corporate Management will review the positions of all interested parties through available written reports and statements and may interview the Associate/Applicant and others or request additional information.

2.2.1 If the Associate's Corporate Manager (or for an Applicant, the Human Resources Corporate Manager) has been directly involved in the Informal process, another Corporate Manager or, as circumstances warrant, more senior management up to three levels above the Associate will be involved in the Second Step review and serve as reviewing manager.

2.2.2 The Associate/Applicant may request to meet with the reviewing manager to explain his/her issues.

2.3 The Corporate Manager (or more senior management, as circumstances warrant), with the concurrence of Corporate Human Resources, is empowered to provide the Associate/Applicant any relief that the Company determines is fair and equitable and consistent with Company policies and procedures.

2.4 The Company's final written decision explaining the basis of its decision should be provided to the Associate/Applicant within 30 calendar days from the date that the written Formal Complaint was submitted to Human Resources, unless there are extenuating circumstances which have been communicated to the Associate/Applicant. The Company's final written decision should explain the basis of its decision.

2.4.1 If the Associate/Applicant has received no written response from the Company within 60 calendar days of submitting a written Formal Complaint, the Associate/Applicant may proceed to Step Three.

3. STEP THREE: External T-ADR Process – Mediation

3.1 Mediation is a relatively informal process in which the parties discuss their dispute with an impartial third-party facilitator who is professionally trained in dispute resolution techniques and employment law and who can assist the parties in reaching a mutually acceptable resolution.

3.2 If the Associate/Applicant is not satisfied with the Company's response at Step Two, the Associate/Applicant may request external Mediation.

3.2.1 The Associate/Applicant should submit a Notice to Mediate Claim(s) form to his/her HRC as soon as possible after receipt of the Company written decision at Step Two, preferably within 30 calendar days.

3.3 Mediation is a confidential settlement process. All participants in the Mediation will be required to sign a statement committing to maintain the confidentiality of the proceedings. However, evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable solely as a result of its presentation or use during the confidential Mediation proceeding.

3.4.1 If the Associate/Applicant chooses to be represented by counsel at the Mediation, the Associate/Applicant must advise the Company 14 days in advance of the Mediation to enable the Company to arrange for its own legal representation. Failure to promptly notify the Company of the intent to be represented by counsel at the Mediation will result in a postponement of the Mediation and the Associate/Applicant will be responsible for any fees incurred by the Company as a result of the postponement of the Mediation. The Associate/Applicant will be responsible for paying his/her attorney's fees and all other personal legal expenses in connection with that representation. The Company shall pay the Mediator's fee and the administrative costs of conducting the mediation.

3.4.2 The Associate/Applicant is responsible for paying any expert witness fees, discovery costs, and all other expenses that s/he incurs in presenting his/her case.

3.5 The Mediator will be selected jointly by the Associate/Applicant and the Company and shall be professionally trained in dispute resolution and mediation techniques and have an expertise in employment law, as well as any other specialized expertise pertinent to the issue(s) in dispute.

3.5.1 If the parties cannot agree on a Mediator, the parties shall jointly select an alternative dispute resolution organization, which shall appoint a Mediator to hear the dispute.

3.5.2 No stenographic or other recording shall be made of the Mediation.

3.6 If the Associate/Applicant and the Company achieve a resolution at the Mediation, it will be described in a written and fully executed Confidential Memorandum of Understanding, which will be fully enforceable against either or any party to the Agreement.

4. STEP FOUR: External T-ADR Process for legal claims – Arbitration

4.1 Arbitration involves submission of the parties' dispute to a neutral third-party decision-maker -- the Arbitrator -- who issues a written decision after a formal hearing at which the Associate/Applicant and the Company may call witnesses to testify under oath and submit documents in support of their respective positions.

4.2 If the Associate/Applicant and the Company fail to achieve a satisfactory resolution during Mediation, the Associate/Applicant may request to proceed to Arbitration. Step Four of the T-ADR process is only available to address legally protected claims against the Company and any of its associates acting within the scope of their employment which arise out or are related to the Associate or Applicant's employment relationship with the Company or any of its wholly owned subsidiaries. Legally protected claims are claims that a court (judge or jury) would have the authority to decide under applicable federal, state or local law. Associates and Applicants are not permitted to proceed to Step 4 Arbitration on any matter in which the law affords the Company complete discretion to act based upon its business judgment. The Legal Services Group ("LSG") will determine whether a claim is arbitrable based upon applicable law as defined under this Policy. If the party with the claim disputes arbitrability, the parties of the dispute shall submit the arbitrability issue based upon a written stipulation of the core pertinent facts to an Arbitrator selected in accordance with the procedures provided in this Policy for his or her decision, which decision will be binding upon the parties. If a Request to Arbitrate Claim(s) is rejected by LSG as ineligible, and the claim later deemed or determined to be arbitrable, the dispute will be processed via TADR Step 4 Arbitration notwithstanding that the dispute previously had been considered ineligible for arbitration. If an associate files an agency charge or complaint or a civil action for a dispute that the Company has determined is ineligible for arbitration, the Company will file a request to delay the agency or court proceedings until the T-ADR process has been completed through Step 4 arbitration.

4.2.1 The Associate/Applicant should file a written Notice to Arbitrate Claim(s) form with his/her HRC as soon as possible after completion of the Mediation, preferably within 30 calendar days.

4.2.2 The prior steps of the T-ADR process must be exhausted before the Associate/Applicant may request Arbitration, unless otherwise mutually agreed by the Associate/Applicant and the Company.

4.3 The Associate/Applicant and the Company jointly will select an Arbitrator to hear the Associate's/Applicant's dispute.

4.3.1 If the Associate/Applicant and the Company cannot agree on an Arbitrator, the Associate/Applicant and the Company shall agree on an alternative dispute resolution organization to hear the dispute, and the Arbitrator shall be selected in accordance with the Employment Arbitration Rules and Procedures for Arbitrator Selection issued by the Judicial Arbitration and Mediation Service (JAMS).

4.4 Arbitration will be held under JAMS' Employment Arbitration Rules and Procedures, notwithstanding that the Arbitration may be conducted by an Arbitrator belonging to another alternative dispute resolution organization, such as the American Arbitration Association (AAA), the Alternative Resolution Centers (ARC), Judicate West, the CPR Institute for Dispute Resolution (CPR), etc.

4.5 The Arbitrator's fees and the administrative costs of holding the hearing will be paid by the Company.

4.5.1 If the Associate/Applicant chooses to be represented by counsel at the Arbitration, the Associate/Applicant must notify the Company at least 30 days in advance of the Arbitration to enable the Company to arrange for its own legal representation. Failure to promptly notify the Company of the intent to be represented by counsel at the Arbitration will result in a postponement of the Arbitration and the Associate/Applicant will be responsible for any fees incurred by the Company as a result of the postponement of the Arbitration. The Associate/Applicant shall be responsible to pay attorneys' fees and all other personal legal expenses that s/he incurs in connection with that representation.

4.5.2 The Associate/Applicant shall be responsible for paying any expert witness fees, discovery costs, and all other expenses that s/he incurs in presenting his/her case in Arbitration.

4.6 The Arbitrator will issue a decision reporting his/her findings of fact and conclusions of law, together with his/her decision on the merits of the case within 30 calendar days of the close of the hearing or submission of post-hearing briefs, whichever is later. Upon a finding that either the Applicant, Associate or the Company has sustained the burden of persuasion as to a legally cognizable claim, the Arbitrator shall have the same power and authority (and no more) as would a judge in court to grant monetary damages or such other relief as may be in conformance with applicable principles of common, decisional, and statutory law in the relevant jurisdiction, including costs and attorneys fees. Both parties have a duty to mitigate any damages that may have been sustained.

4.6.1 In rendering the decision, the Arbitrator is required to adhere to the laws of the jurisdiction in which the affected associate worked, as well as all lawful Company policies and procedures.

4.7 If the Associate/Applicant accepts the Arbitrator's decision on his/her workplace dispute, it becomes binding on both the Associate/Applicant and the Company, provided, however, that the Company may ask the Arbitrator to assess an award of front pay in lieu of reinstatement. If the Associate/Applicant elected to proceed in the Arbitration forum after the Company filed a T-ADR claim and the Company subsequently accepts the arbitration award as a complete resolution of its claim, then the Applicant or Associate will be bound by the arbitration award, having elected before the hearing to proceed in that forum.

4.7.1 When the complaining party accepts the award as a complete resolution of the T-ADR Complaint, the responding party is barred from appealing the Arbitrator's decision except on the limited grounds permitted under federal and/or state law for vacating or modifying a binding arbitration award.

4.8 If the Associate/Applicant rejects the Arbitrator's decision, the Associate/Applicant may pursue his/her legal claim(s) through the legal system.

4.8.1 The Associate/Applicant is responsible for determining and complying with the applicable statute of limitations for filing a timely agency charge or lawsuit asserting any of his/her legal claims.

4.8.2 If the Associate/Applicant files an agency charge or complaint or a civil action prior to completing the T-ADR process, the Company will file a request to delay the agency or court proceedings until the T-ADR process has been completed through Step 4 arbitration.

4.8.3 If the Associate/Applicant rejects the Arbitrator's decision, the Arbitrator's decision shall have no binding effect on either party nor in any subsequent legal proceeding.

4.9 The Arbitrator's decision shall have no evidentiary or precedential value or effect in any other proceeding maintained under the T-ADR process. Neither the Company nor the Associate/Applicant will disclose or publish or cause to be disclosed or published the Arbitrator's award.

5. Expedited Processing under the T-ADR Process.

5.1 Termination. Challenges to termination decisions shall begin with Step 3 External Mediation. The Associate should contact his/her former HRC to submit a Notice to Mediate Claim(s) form.

5.2 Retaliation. Any Associate/Applicant who believes that s/he is a victim of retaliation or reprisal prohibited by this policy should contact his/her HRC to complete a T-ADR Formal Complaint form. The HRC will conduct an investigation. Appropriate action(s) will be taken based upon the results of Human Resources' investigation.

6. Other provisions

6.1 In the event of a conflict between a provision of this Policy and another company document, this Policy controls.

6.2 Any party that fails to object in writing after knowledge that any provision or requirement of this Policy and any applicable rules have not been complied with shall be deemed to have waived the right to object to such noncompliance

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