Meineke ExTRA Powered By Cooper Tires Cooper (including Starfire) or Mastercraft Brands 2013 Terms and Conditions for Meineke Franchise Locations Cooper Tire & Rubber Company (Cooper Tire) is pleased to offer, through its authorized USA distributors, the Meineke ExTRA Powered by Cooper Tires Program (Program). Enrollment will begin in mid‐October, 2013 for products invoiced on or after November 4, 2013. The Program has three levels to fit your business size: Category Minimum Annual Qualifying* Unit Purchases Maximum Annual Entry Level* Unit Purchases Total Annual Unit Purchases VIP Elite Champion 100 200 300 100 200 300 200 400 600 *See Appendix A for a complete list of Cooper & Starfire Qualifying & Entry Level Product Lines. See Appendix B for a complete list of Mastercraft Qualifying & Entry Level Product Lines. Qualifying units must account for at least 50% of the total unit purchases. I. Eligibility and Approval Meineke Car Care Center locations (Center) purchasing Cooper (including Starfire) or Mastercraft brand products through authorized Cooper Tire distributors are eligible for the Program. New enrollments into the program will be initiated and completed by the Franchisee online and is subject to review by a 1 Cooper Territory Manager. Cooper direct customers are not eligible for participation in this Program. Participation in the Program continues until Cooper terminates the Program, or until either Cooper or the Franchisee provides written notice to the other of termination of the Program with respect to a specified Center location or locations. Note: To participate in Meineke ExTRA, a Center may not also be a participant in the Cooper Tire Medallion or Century programs. Upon enrollment in the Program, the Center must designate their primary brand choice (Cooper/Starfire or Mastercraft) and their primary distributor (distributor must be reviewed by Cooper). A secondary distributor(s) will also be selected and must be reviewed by Cooper. The Center must purchase seventy percent of their chosen brand products from the designated primary Cooper Tire distributor, and no more than thirty percent from the secondary distributor(s). Failure to meet this requirement will result in non‐payment of Meineke ExTRA Bucks and Co‐op. Purchases by a Center from any distributor other than those designated above will not count toward Program awards or requirements. For the 2013‐2014 Program, Centers will be allowed a one‐time switch of primary distributor within the first six months of enrollment. We encourage this to be used for service‐related issues only. II. Annual Unit Purchase Requirements Annual purchase requirements are tiered into three Category Levels: VIP, Elite and Champion. See requirements below: Category Level VIP Elite Champion Minimum Annual Total Unit Purchases 200 400 600 Minimum Annual Qualifying* Units
100 200 300 Minimum Minimum Quarterly Unit Quarterly Purchases Qualifying* Units
50 25 100 50 150 75 2 *See Appendix A for a complete list of Cooper & Starfire Qualifying & Entry Level Product Lines. See Appendix B for a complete list of Mastercraft Qualifying & Entry Level Product Lines. Qualifying units must account for at least 50% of the total unit purchases. The number of Qualifying units is driven by the total number of units purchased. Example:  If Center buys 300 total units in the year, this will require at least 150 of those units to be Qualifying units.  If Center buys 800 units in the year, this will require at least 400 of those units to be Qualifying units. Centers enrolled within the first year of enrollment will have a unit goal prorated based on the month within the quarter their enrollment is approved. Payments are made quarterly based on your unit volume annualized (see chart above). Annual total unit purchases are measured on a per retail location basis. Multiple Centers operating under one Franchisee must be approved by Cooper in order to combine units. Details and guidelines will be made available in the enrollment portion of the website. At least half of a Center’s total unit purchases must be Qualifying units. A Center must meet the Quarterly Qualifying Unit requirements tracking at an annualized rate in order to be eligible to receive the appropriate annualized volume incentive (see Meineke ExTRA Bucks, section III). Qualifying units and Entry Level units will all count toward a Center’s quarterly total unit purchases, but will earn Meineke ExTRA Bucks based on the payout schedule below (See Appendix A for a complete list of Cooper & Starfire Qualifying & Entry Level Product Lines. See Appendix B for a complete list of Mastercraft Qualifying & Entry Level Product Lines). Regardless of the volume, the ratio of Qualifying units must always be at or above 50% of the total unit purchase volume. III. Meineke ExTRA Bucks and Co‐op The Meineke ExTRA Bucks volume incentive is based upon total Qualifying and Entry Level unit purchases, and the ratio of Qualifying units (must be at least 50% of the total volume). Below is the Meineke ExTRA Bucks payout schedule: 3 Minimum Minimum Quarterly Meineke ExTRA Quarterly Qualifying* Bucks for Entry Category Level Total Units Units Level Units VIP 50 25 $0.75 Elite 100 50 $1.00 Champion 150 75 $1.25 Meineke ExTRA Bucks for Qualifying Units $2.50 $3.50 $4.50 Meineke Co‐
op (from MDPCI)** $1.00 $1.00 $1.00 Maximum Potential Total Unit Payout $3.50 $4.50 $5.50 * Quarterly Qualifying units must be at or above 50% of total units purchased **Meineke Co‐op is paid on ALL units except Entry Level to all participating Co‐op members. Meineke ExTRA Bucks are paid quarterly by Cooper to the Center dependent on the Category Level a Center’s purchases are tracking at an annualized rate. In each quarter, at least half of the Center’s total unit purchases required for the respective Category Level must consist of Qualifying units in order for an incentive payout to be made that quarter. If a Franchisee is activated January 1, he will be eligible for the first payout after March 31 (payouts are made by the end of the following month). For example, let’s assume: 300 total units purchased ‐ (this meets the 1st requirement for Champion Level) 220 are Qualifying units ‐ (this fulfills the 50% requirement on Qualifying units) 80 are Entry Level – (Entry Level units must not exceed 50% of total) As a result, this Franchisee would earn: 220 Qualifying units @ Champion Level = $1,210.00 at maximum payout (Meineke ExTRA Bucks of $4.50 + Meineke Co‐op of $1.00/tire) 80 Entry Level units @ Champion Level = $100.00 payout 4 (Meineke ExTRA Bucks of $1.25/tire) After one quarter, this Franchisee has earned $1,310.00! Meineke ExTRA Bucks are issued in the form of a re‐loadable Cooper Tire Prepaid MasterCard. Only one card will be issued at each retail location, and the card will be credited quarterly upon the distributor report submission and Cooper approval of reported purchases. The Cooper Tire Prepaid MasterCard will be issued or reloaded by the end of the month following quarter end (April, July, October and January) to the Franchisee. If the Franchisee does not use the earned Meineke ExTRA Bucks within 2 years of the date the dollars are earned, the Franchisee forfeits the funds. IV. Super Volume Rebate Beginning in 2014, there is a Super Volume Rebate that can be earned once total purchase volume among all Meineke Car Care Centers combined reaches 50,000 units. ALL units count toward the levels, but payment is on Qualifying units ONLY. Super VR Rate Level (in units) 50,000‐75,000 75,001‐149,999 150,000‐200,000 Incentive $0.75 $1.00 $1.25 Store volumes will be reviewed after year‐end earnings. Earnings will be based upon aggregate achievement level according to the chart above, and payouts will be issued to each eligible Franchisee’s reloadable Meineke ExTRA MasterCard. To be eligible, each Center must meet at least the VIP level in purchase requirements. 5 V. Enrollment and Opening Orders Franchisees must complete the Program Enrollment on www.meinekextra.com. Upon completion of the tire education course on the same site through eCooper University, and after placing a first order of tires, each Franchisee will receive a promo code to be used on the Cooper Tire advertising materials website. Promo codes will not be issued a second time to a Franchisee who has been removed from the program and then re‐instated. VI. Reporting Requirements At the end of each week, qualified and designated Cooper distributors must report their Center’s unit sales directly to Meineke ExTRA program headquarters. Any reported unit purchase discrepancies will be resolved solely by Cooper. All returns will be deducted from purchases. Cooper reserves the right to audit reported purchases by the dealer at both distributor and Center locations. Cooper will manage this communication process through our qualified distributors. VII. General Terms and Conditions a. As a participant in the Program, Franchisees acknowledge that they have read and understand the Program and agree to abide by all of its terms and conditions. b. In the event of a lost or stolen Cooper Tire Prepaid MasterCard, please call 1‐888‐468‐4394. A $15 fee will be charged to replace the card. Please refer to the card’s documentation as sent with the card. c. As a participant in this Program, each Center will promote Cooper products using the highest ethical standards. d. All Meineke ExTRA Bucks, Co‐op and Super VR amounts are shown in USD. e. Reported units must only be for retail consumer sales and not for wholesaling. 6 f. Franchisees in the Program will comply with all advertising standards as set forth by Cooper to promote the Cooper brand. g. Franchisees and all Center employees shall not disclose the terms and conditions of the Program to any third party or post online. h. Quarterly qualifying requirements will be determined by Cooper at the beginning of each calendar year and any changes will be communicated to Franchisees and Cooper distributors prior to the effective date of the change. i. The Program may be terminated or amended at any time by Cooper at its sole discretion. Cooper reserves the right to cancel any Center(s) from participating in the Program at any time, at Cooper’s discretion. j. Nothing contained in the Program shall be construed as an agreement or an employment relationship by and between Cooper and any distributor or Center employees. k. The Program shall be governed by the laws of the state of Ohio and any disputes related in any way to the Program shall be filed and litigated exclusively in the courts of Hancock County, Ohio. l. Your account balance with the existing primary distributor must be current before any primary distributor change will be reviewed or considered. m. Franchisees are responsible for all applicable taxes. Your Meineke ExTRA Powered by Cooper Prepaid MasterCard is issued by the Bancorp Bank pursuant to a license
from MasterCard International Incorporated. The Bancorp Bank; Member FDIC.
7 Appendix A Meineke ExTRA Cooper and Starfire Brand Product List Cooper Starfire Tire Product Line Cooper CS3 Touring Cooper CS4 Touring Cooper Zeon LTZ Cooper Zeon RS3‐A Cooper Zeon RS3‐S Cooper Zeon XST A Discoverer A/T 3 Discoverer CTS Discoverer H/T Discoverer HT3 Discoverer H/T Plus Discoverer M + S Discoverer S/T Discoverer STT Discoverer S/T Maxx Weather‐Master S/T2 Weather‐Master WSC Cobra Radial G/T Cooper Zeon ZPT Lifeliner GLS Trendsetter SE Starfire 510 Starfire 340 Starfire RS‐C 2.0 Application Qualifying
Passenger All‐Season X Premium Luxury Touring Passenger X Performance – Sport Truck X Performance – All‐Season X Performance – Summer X Performance – SUV X SUV/LT Premium All‐Terrain X Premium Highway SUV X SUV/LT Highway All‐Season X LT Commercial Highway X Highway Sport Truck X Winter SUV/LT X LT Traction X LT Mud Traction X LT Commercial Traction X Winter Passenger X Winter CUV/Passenger X Passenger Cosmetic Performance X Performance – Passenger X Passenger All‐Season X Passenger All‐Season X SUV/LT All‐Season X Passenger All‐Season Passenger All‐Season Entry Level X X 8 Appendix B Meineke ExTRA Mastercraft Brand Product List Mastercraft Tire Product Line A/S IV Avenger G/T Avenger Touring LSR Cooper Zeon RS3‐A Cooper Zeon RS3‐S Cooper Zeon LTZ Cooper Zeon XST A Cooper Zeon ZPT Courser A/T2 Courser AXT Courser C/T Courser HSX Touring Courser HTR Courser HTR Plus Courser LTR Courser MSR Courser MXT Courser R/D Courser STR Glacier Grip II Strategy MC‐440 Application Qualifying
Passenger All‐Season X Passenger Cosmetic Performance X Premium Luxury Touring Passenger X Performance ‐ All‐Season X Performance – Summer X Performance ‐ Sport Truck X Performance – SUV X Performance ‐ Passenger X SUV All‐Terrain X SUV/LT Premium All‐Terrain X LT Traction X Premium SUV Touring X Highway SUV/LT X Highway Sport Truck X LT All‐Season X Winter SUV/LT X LT Mud Traction X LT Commercial Rib X SUV All‐Season X Winter Passenger X Passenger Touring All‐Season X Passenger All‐Season Entry Level X 9