DISTRIBUTOR SUPPORT FUNDS POLICY (CO-OP)

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1 DISTRIBUTOR SUPPORT FUNDS POLICY (CO-OP) EFFECTIVE DATES January 1, 2018 December 31, 2018 PART NUMBER: A-1217 SUPERSEDES: A-1216 DEFINITION AND APPLICATION Co-op marketing funds have been established for Local Winsupply locations and dealers to use for brand building and market share growth activities in local markets, where a percentage of the funds will be matched. In order to utilize the Champion Marketing Fund (CMF) and claim against expenses approved in this policy, Local Winsupply Presidents will establish an annual marketing plan of business growing activities with expenses that will be paid at 50%, unless otherwise stated and approved from the Champion Brand Manager. The fund is focused on distributor marketing plans with any number of goals including: brand building, market share growth activities, Source 1 Promotions, local dealer advertising, promotional activities, Co-Marketing Advertising, Elite Dealer Programs, Earned Volume Rebate and Dealer Training. CO-MARKETING ADVERTISING Fund Determination WIN Supply Presidents can apply for coop funds by partnering with their Regional Account Manager and submitting a marketing plan to the Champion Brand Manager. Once the marketing plan has been submitted, the Champion Brand Manager will review and approve funds. Deposits will be made into the Champion Marketing Fund (CMF) on upgnet.com based on the marketing plan submission date and approval. See schedule below to see when Winsupply distributors can expect deposits. This deposit typically is based on previous year s residential purchases (excluding commercial or value line) but startup funds can be established for onboarding Winsupply locations, based on the approved marketing plan. All Marketing funds are provided at the discretion of the Unitary Products Marketing team and fixed percentage table based on Winsupply corporate rankings. Eligibility for this fund is aimed for single start or existing Winsupply locations. New start up and market initiative locations are supported in other ways. Winsupply Ranking: Purchases Accrual Percentage Tier 1: $1M> 2% Tier 2: $500-$999K 1.75% Tier 3: $100-$499K 1.50% Tier 4: <$100K 1.00% Recommended Programs and Preferred Vendors Win Supply locations may have local vendors they are accustomed to working with in local markets. Below is a list of recommended vendors from Champion:

2 1. Lead Generation Programs: a. Local Per Per Click (PPC) campaigns managed by Yodle for Brand Networks (YBN) quality for claims and our dedicated team for PPC at YBN can be contacted via at b. Advertising activity on Angie s List, through our Liberties-dedicated team at Angie s List quality for claims and our dedicated team at Angie s List can be contacted via at liberties@angieslist.com c. Google Apps for Work licenses or service costs from our dedicated support team at Sprint can be contacted via at liberties@sprint.com 2. Preferred Vendors Creative advertising, identity, and promotional material created by Champion or Champion approved vendors (featured in the Marketing Manual and in the Marketing Action Center MAC ) are preferred. Please review the marketing manual for an overview of programs available to support dealer business. Expenses claimed from these preferred vendors will be paid out at 75%. ADMINISTRATION AND CLAIMS Channel Fusion administers the Distributor Support Fund for UP. As such, Channel Fusion processes all claims submitted by the distributor according to the guidelines furnished herewith. UPGnet.com provides access to the Funds Action Center better known as FAC a website tool for the distributor to monitor their Support Fund account activity. The Co-op Link within the FAC provides comprehensive details regarding claim status along with detailed claim explanations. The FAC website is the only method of notification of a claim s status. FAC also displays UP Credit Memo Numbers so that a distributor may reconcile their Support Fund account. There will be no reports sent from UP to the distributor other than the credit memo as the FAC website can provide much more detailed information. A distributor must utilize the FAC website in order to monitor their Support Fund activity. The person or persons responsible for administering the Support Fund at the Winsupply location must have access to UPGnet.com. This permission based access granted by UPGnet.com system determines the user level access for FAC. To submit a claim for support funds: Distributors can either submit claims via an on-line claim form, or FAX or upload through the FAC website a copy of a claim form along with all invoices for the promotion, advertisement, or service rendered. Claim forms are located online at FAC. Coop accounts do not automatically accrue into local Winsupply accounts. The local Winsupply president follows the steps below to receive accounting funding. Step 1: Winsupply Presidents work with their Regional Account Manager and Champion Brand Manager to create an annual marketing plan and submits it to Channel Fusion and the Champion Brand manager via . Step 2: Champion Brand Manager Approves marketing plan 2 weeks after submission or sends back for feedback Budgets are based on 2017 Champion residential purchases (refer to tier schedule above). Once approved the Champion Brand Manager will approve upfront deposits based on the schedule below: Round 1: Jan-Mar Marketing Plan approval Up to 50% upfront funding Deposit by April 13, 2018 Round 2: April Sept Marketing Plan approval Up to 25% upfront funding Deposit by July 13, 2018 Round 3: October-Nov Marketing Plan approval As needed Deposit within a month of approval beginning Oct, 2018 Step 3: Channel Fusion deposits approved coop amount in WIN Supply s Champion Marketing Fund for future claims.

3 Please Note: For distributors establishing Tier 3 or 4 plans, listing activities is not necessary if they are listed below in the approved activities. Anything outside of this list needs approval from Brand Manager and Sales Manager. Step 4: Local Winsupply purchases the marketing products or services they listed in their approved marketing plan. Once purchased, the Local Winsupply representative will submit invoice, paid receipt and other necessary documentation in the Funds Action Center (FAC) for 50% credit via credit memos. Please submit documentation within 60 days of making a purchase, even if your account has not been updated. It will be reimbursed once account has been updates. Channel Fusion processes claims on the 15 th of every month and those approved credits should be posted to your account in FAC within 10 business days. This fun does not carry over year to year and must be spent within the 2018 calendar year. Channel Fusion Representative: Stephanie Moore smoore@channel-fusion.com Coop inbox upcoop@channel-fusion.com Champion Brand Manager: Chris Garcia chris.garcia@jci.com Phone (414) Mailing address Champion Co-op Advertising c/o Channel Fusion PO Box Cedar Rapids, IA Street address Champion Co-op Advertising c/o Channel Fusion 1365 N. Center Point Road Suite B Cedar Rapids, IA FAX number Internet address Upgnet.com link to Funds Action Center DO NOT SEND CO-OP CLAIMS TO UP HEADQUARTERS IN NORMAN OK - the claims will be returned to you, thus delaying payment. It is recommended that claims for the promotional period should be submitted within 30 days after completion of the program. The last date for claiming prior year s funds is January 31. Late submissions will be rejected and not paid. If the Support Fund account does not have sufficient funds to cover the amount of the claim, Channel Fusion will provide partial credit on the claim. The remaining claim amount will be placed in a pending status until sufficient funds are available at which time the remainder of the claim will be paid. Channel Fusion will also issue partial credit on any claims that do not meet the approval criteria and are authorized to reduce the amount of the claim. This will eliminate the need to re-submit the claim. In the event of a question or dispute, the distributor should contact their Regional Account Manager and provide details of the claim and the reason they feel that the claim is valid and should be paid. Funds not claimed by January 31 will revert to UP. There will be no exceptions.

4 The UP Marketing Department retains the right to refuse any material. APPROVED ADVERTISING AND PROMOTIONS Local Winsupply Presidents are encouraged to include any of the following activities into their marketing plan. Creative advertising, identity, and promotional materials created by Champion or Champion approved vendors (featured in the Marketing Action Center MAC ) are preferred. It is encouraged to consult with your Regional Marketing Manager or Brand Manager prior to producing custom or locally produced creative materials to ensure approval. The following advertising, promotions, and materials qualify for support fund reimbursement from CMF funds: Search Engine Marketing and Advanced Search Engine Optimization Purchases through Yodle or other UP approved vendors are eligible for reimbursement. Lead fees from HomeAdvisor and Advertising on Angie s List qualify under this category Performance Promise Extended Protection Plans Use in a promotion. Meetings - Approved sales and training meetings, sales and training meeting kits, group meeting rooms and meals are chargeable. Dealer sales meetings must be sponsored by a distributor and have a UP representative in attendance for reimbursement. Distributor Incentive Trips Champion brand must be promoted as trip sponsor and Champion brand representative must attend. Tickets for Sports Teams/Sporting Events - Limited to 20% of the annual total CMF support fund The 20% figure is calculated based on the year end CMF amount. Mobile Tablets Tablet must have a 7 screen minimum, and a minimum of 4G RAM. The following advertising, promotions, and materials qualify for support fund reimbursement from CMF funds: ProRewards Dealer loyalty program activities. Dealer trips require a Champion representative to be present for eligibility Retail merchandising and shopper marketing activities for your retail environment. Social media enhancement for local Winsupply or dealer promotion. Proof and/or affidavit provided through vendor is required for approval. Software - Champion approved software from Elite Software, Wrightsoft, Adtek, Pricebook Digital or other Champion designated software provider. Newspaper Advertising - Space costs only in accredited daily, weekly and Sunday ABC (Audit Bureau of Circulations) papers. In general, advertisements, where the brand name occupies only a fraction of the space, acceptable support fund charges will be computed on that fraction of the cost. Proof/Tearsheet and/or affidavit/notarized provided through vendor is required for approval. Consumer or Trade Print Advertisement - Space costs only for ads. Proof and/or affidavit provided through vendor is required for approval. Radio and Television - Spot announcement costs for 10, 15, 20, 30, and 60 seconds advertisements. Proof and/or affidavit provided through vendor is required for approval. Billboard and Transit Advertising - Space costs. Proof and/or affidavit provided through vendor is required for approval. Exhibits, Displays, and Fairs - Cost of exhibit space. When more than UP products are displayed, only that portion of the display will be eligible for support funds. Local Consumer or Trade Direct Mail - Cost of postcards, mailing and mailing lists. Proof and/or affidavit provided through vendor is required for approval. Specialty Apparel and Ad Specialties - Items from the approved Merchandise Collection Vendors or locally produced vendors with prior approval.

5 Identification Signs UP approved vendor-produced identification signs. Vehicle Identification - Decals and other UP approved vendor produced vehicle identification materials. Sales Promotion Materials UP or UP approved vendor produced material, literature, computer software, videos and sales presentation material. Uniforms and Apparel Authorized uniforms, and apparel sold through UP approved vendors. Other If Support funds are to be requested for any other advertising or sales promotion, advance written approval must be obtained from the Champion Brand Manager. Preferred Vendors: Total Identity Solutions: Branded promotional items, attire, vehicle ID and wraps, custom banners. Phone: , Toll Free: , Fax: , info@totalidentitysolutions.com Tangible Advertising: Branded promotional items, premiums, attire and giveaways. Phone: , Toll Free: , Fax: , regina@tangibleadvertising.com Dualite: Outdoor signage. Phone: , Toll Free: , Fax: Hollywood Banners: Banners, flags and table covers. Phone: , Fax: , tcox@hollywoodbanners.com Proforma: custom mailings and printing. Phone: , Patrick.doughty@proforma.com MEDIA AND MATERIALS INELIGIBLE FOR CO-OP The UP Marketing Department retains the right to be the final authority in determining if an ad or any other expense is chargeable to the support fund. Examples of media and materials not chargeable to the support fund are: Advertising that displays competitive products or brands in ads or on promotional materials Congratulatory advertisements or donations such as advertisements in bulletins, yearbooks, athletic or theatrical programs, sports team sponsorships, etc. Memberships in Trade Organizations. Religious or political publications. Local advertising agency fees. Computer software not supported by Champion. Personal hotel rooms for meetings. Transportation costs to or from meetings. (exception for Elite Dealer program transportation expenses not covered by Factory Visit Policy) Travel expenses. (exception for Elite Dealer program travel expenses not covered by Factory Visit Policy) Truck painting and/or repairs. Shipping, electrical, and labor charges for displays and exhibits, including telephone charges from exhibit. Shipping charges for any item. Federal, state and local sales and use taxes. Office supplies such as price lists, speed memos, purchase orders, service orders, labels and stationery (letterheads, envelopes, scratch pads, calling cards), etc. Distributor- or dealer-prepared catalogs, newsletters, literature or price sheets.

6 Winsupply National meeting AUDITING UP reserves the right to audit a distributor's DSF advertising expenditures. Audits may occur at random intervals. Distributors selected for auditing will receive 30 days notice. Distributors must provide easy access to all information related to support fund advertising expenditures. Failure to do so will result in the denial of any pending or future support fund advertising claims. FEDERAL TRADE COMMISSION (FTC) GUIDELINES FOR PROMOTIONAL PROGRAMS The Robinson-Patman Act requires that distributors, who sell their product to buyers for resale, must treat these buyers on a proportionately equal basis with respect to any promotional or advertising allowances that are given such buyers in connection with the sale of a manufacturer s goods. The FTC requirements in this respect are not new. The law also makes the manufacturer responsible for its distributors promotional plans and advertising allowances. This is true whether the distributor pays for the entire program itself, or uses DSF fund money to pay for the program. In essence, the Supreme Court has stated that a distributor s customers (dealers) are the manufacturer s customers and, in connection with promotional and advertising allowances to the dealers, the distributor is acting as an agent for the manufacturer. Simply stated what the law requires is that those who grant promotional and advertising allowances treat their customers fairly and without discrimination by making allowance available to the customers on a proportionately equal basis. What this means is that buyer A, who buys five times as much as buyer B, gets five times the amount of services or allowances as buyer B. The manufacturer has often accomplished this by the use of a DSF plan. The requirements only apply to customers who purchase products for resale. There is no such legal obligation toward customers who purchase for their own use. The Robinson-Patman Act is intended to foster competition and, where there is no competition in the resale of products, Robinson-Patman does not apply. The law also permits different classes of customers to be treated differently, so long as all of those within a class are treated equally. If a distributor utilizes any sort of promotional plan or advertising allowance, one of the basic requirements of the law is that the plan be made available to all customers. Make available in this context, has been construed to mean the plan be published to the dealer. It is no defense to state that a customer would have received an allowance had he asked for it. If the basic plan is not suitable for use by some customers, then alternative payments or services of proportionately equal value must be provided. A seller may treat a particular buyer more favorably than other buyers where this is required to meet competition. However, in order for this defense to be available, there must be documentary evidence available of the competitive situation requiring the giving of disproportionate allowances or services. The above is not intended as a substitute for the proper legal guidance, but is only meant to give distributors some knowledge and insight to help in drawing up the various promotional programs. All promotional programs of any type whether paid for by the distributor wholly with its own funds or otherwise, must be approved by the UP Marketing Department prior to being instituted Subject to change without notice refer to UPGNET.com for latest information Printed in U.S.A. Johnson Controls Inc. Unitary Products 5005 York Drive Norman, Oklahoma Part Number: A-1217 Supersedes: A-1216 Copyright by Johnson Controls Inc. All Rights Reserved

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