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Rely on Ruud.™

ruud.com RUUD CONFIDENTIAL INFORMATION

Defining the Purpose

• Definition of the Ruud Marketing Co-op Program

Qualification Requirements

• GDP Program Stipulations



• Top Contractor Stipulations

Program Categories

• Category: DSM Discretionary



• Category: RSM Discretionary



• Category: DesignStar



• Category: Training



• Category: Publications - Product, Training & Sales Literature



• Category: Contractor Recruiting & Retention



• Category: Consumer Marketing & Advertising

Ruud Brand Guidelines

• Ruud Logo Usage



• Importance of the Ruud Tagline



• Ruud Logo & Tagline: Unacceptable Uses



• Ruud Logo Size

Claims

• Ruud Marketing Co-op Program Matrix



– Top Contractor Program Matrix



– GDP Program Matrix



• Bulk Claims



• Claims Requiring Ruud RSM, DSM or DTR Pre-Approval or Approval



• Ineligible Claims



– Mention of Competitors



– Product Price Promotion



– Outdated Ruud Advertising Materials & Logos



– Examples of Ineligible Claims per Key Category

Auditing Distributor Planning Process for Ruud Marketing Co-op Program Initial Draw Deposit Monthly Funding & Accrual Process Marketing Co-op Program Dates Additional Terms and Conditions Forms

• Bulk Claim Worksheet Example



• Spend Pre-Approval Form (>$50,000)



• Spend Pre-Approval Form (>$25,000)



• Trip Pre-Approval Form

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Marketing Co-Op Program Guidelines | Distributor Version

RUUD CONFIDENTIAL INFORMATION

Definition of the Ruud Marketing Co-op Program The designed purpose of the Ruud Marketing Co-op Program is to financially assist distributors as they are planning and executing effective advertising campaigns, recruiting & retaining contractors, offering training options and utilizing the wide array of Ruud provided media options. By sharing a portion of the distributor’s overall marketing investment, Ruud is able to adequately support specific initiatives that are important to the continued successful growth of Ruud and the distributor. We take a one team, one vision approach, so we can offer a strong co-op structure that strengthens the long term Ruud and distributor partnership overall. The Ruud Marketing Co-op Program utilizes a virtual claims system, called eClaims, where Distributors can file claims against their earned funding based on monthly net purchases from the Finished Goods Division. Distributors can access eClaims via MyRuud.com. Within the Ruud Marketing Co-op Program, there are 2 specific programs: Growth Development Plan (GDP) and Top Contractor. Each specific program has a unique eClaims database that tracks all funding accruals and filed claims individually. This document focuses on how the distributor makes claims under the Ruud Marketing Co-op Program. The Program is subject to the terms in this document as well as any other terms made available by Ruud to the distributor through notices, the MyRuud website or other documents. Ruud may change the terms of the Program from time to time and at any time, including terminating the Program, upon notice to the distributor.

GDP Program Stipulations To qualify for GDP Program Funding, a distributor must not be currently using a transitional budget and must have submitted their completed Ruud Marketing Co-op Program Planning Form for approval to their DSM.

Top Contractor Program Stipulations To qualify for Top Contractor Program Funding, a distributor must have reached the $5,000,000 purchase threshold in either of the previous two calendar years.

RUUD CONFIDENTIAL INFORMATION

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Within the Marketing Co-op Program, there are seven key standard categories that fall under the GDP Program: District Sales Manager (DSM) Discretionary, Regional Sales Manager (RSM) Discretionary, DesignStar, Training, Publications (Product, Training & Sales Literature), Contractor Recruiting & Retention and Consumer Marketing & Advertising. Within those seven key categories, the two that also apply to the Top Contractor Program are Contractor Recruiting & Retention and Consumer Marketing & Advertising. The distributor’s activities in these key standard categories are very important to a distributor’s continued successful growth. In order to ensure that distributors are taking full advantage of co-op funding in all areas, there are specific key categories that require a mandatory percentage of the total monthly funding amount. In addition, there is a cap on the total claim expenditure allowance for some key categories within the GDP Program. eClaims will notify the distributor if a claim submitted will exceed the maximum claim expenditure amount set.

Category: DSM Discretionary • Reserved Funding is 10% of Total Monthly Funding • Maximum Claim Expenditure Allowance Cap: n/a • Distributor GDP Program Claim Share: 0%

Category: RSM Discretionary • Reserved Funding is 5% of Total Monthly Funding • Maximum Claim Expenditure Allowance Cap: n/a • Distributor GDP Program Claim Share: 0%

Category: DesignStar • Mandatory Max. Funding is 7.5% of Total Monthly Funding

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Marketing Co-Op Program Guidelines | Distributor Version

NOTE: Distributors are allowed to claim more than they have budgeted for within a particular category, but it must be less than any maximum claim expenditure allowance as defined in this Program Guide.

DSM Discretionary is a GDP Program standard category that requires Ruud DSM Approval for any claims that are filed. Subcategories include Consumer Marketing & Advertising, Contractor Recruiting & Retention and Training. Claims filed, within this category, are those that the distributor and DSM both agree should be reimbursed back to the distributor at 100%. Some specific DSM Discretionary claims require pre-approval. More information regarding the pre-approval process can be found on page 11. RSM Discretionary is a GDP Program standard category that requires Ruud RSM Approval for any claims that are filed. Subcategories include Consumer Marketing & Advertising, Contractor Recruiting & Retention, Publications (Product Training & Sales Literature) and Training. Claims filed are those that the distributor, DSM and RSM all agree should be reimbursed back to the distributor at 100%. Some specific RSM Discretionary claims require pre-approval. More information regarding the pre-approval process can be found on page 11. DesignStar is a GDP Program standard category that funds the internal administrative cost of providing the DesignStar Program to the distributors. Claims cannot be filed against this funding. The mandatory funding requirement applies to all distributors regardless if they participate in DesignStar. The funding is allocated for the development, improvement and maintenance of the DesignStar Suite of Products.

RUUD CONFIDENTIAL INFORMATION

Category: Training • Mandatory Min. Funding is 10% of Total Monthly Funding

NOTE:

• Maximum Claim Expenditure Allowance Cap: n/a • Distributor GDP Program Claim Share: 0%, 25% or 50%

Training Literature for a specific Ruud University event should be claimed under

Training is a GDP Program standard category that includes the subcategories: Ruud University Training and Literature for Distributors, Ruud University Training and Literature for Contractors, Non-Ruud University Led Training for Distributors and Non-Ruud University Led Training for Contractors. Examples of eligible claims are travel costs, lodging, meals and course materials. Other expenses include NATE Training, Professional Development and business training.

Training. Ruud University publications, not tied to a specific Ruud University event, should beclaimed under Publications – Product, Training & Sales Literature.

Category: Publications - Product, Training & Sales Literature • Mandatory Funding: n/a • Maximum Claim Expenditure Allowance Cap: 15% • Distributor GDP Program Claim Share: 25% or 75% Publications – Product, Training & Sales Literature is a GDP Program standard category that includes subcategories such as CoolZone/MyRuud Purchased Product or Marketing Literature and Literature Produced by Ruud/Printed Locally. Ruud Specification Sheets, Consumer Literature, Program Literature, Contractor and Consumer Calendars, Product Catalogs and Training Manuals are all examples of expenses that are covered. An important note to remember, any publication creatively developed by Ruud is an eligible claim; however, the claim share is less favorable for those publications that are printed locally instead of purchased from Ruud.

Category: Contractor Recruiting & Retention

NOTE: For those Distributors that may need to add a more detailed claim description

• Mandatory Funding: n/a

for reporting purposes, there will be a

• Maximum Claim Expenditure Allowance Cap: 35% (GDP Program Only)

subcategory description drop-down

• Distributor GDP Program Claim Share: 0% or 50%

upon claim entry on eClaims. TAGs can

• Distributor Top Contractor Program Claim Share: 20%

be added to the drop-down field via

Contractor Recruiting & Retention is a GDP Program and a Top Contractor Program standard category. Under the GDP Program, subcategories include Incentive Trips, Plant Tours, Contractor Recognition & Awards, Motorsports Program, New Contractor Acquisitions and Recruitment Programs. Incentive Trips, Plant Tours and Contractor Recognition & Awards also apply to the Top Contractor Program. Examples of eligible claims are plant tour expenses, recognizing outstanding contractors, obtaining new contractors and contractor conversion expenses. Within the GDP Program, Distributors can claim up to 50% for Plant Tours and 100% for Motorsports packages. Distributors can claim 80% on those claims filed against Top Contractor Program Funding.

RUUD CONFIDENTIAL INFORMATION

field referred to as a “TAG”, available

the “Edit TAGs” tool on eClaims.

Important! All travel (Incentive Trips, Plant Tours, etc.) must be pre-approved by Ruud before the expenses are incurred or Ruud will reject claims for such expenses. Further, employees or officials of any government or quasi-government entity may not participate in travel or entertainment of any kind, including without limitation Incentive Trips and Plant Tours. Distributor must comply with all applicable laws and regulations, as well as any of the guest company’s own policies on travel, gifts and entertainment of their employees, in connection with any expenses or activities related to such expenses.

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Category: Consumer Marketing & Advertising • Mandatory Funding: n/a • Maximum Claim Expenditure Allowance Cap: 45% (GDP Program Only) • Distributor GDP Program Claim Share: 50% • Distributor Top Contractor Program Claim Share: 20% Consumer Marketing & Advertising is a GDP Program and a Top Contractor Program standard category that includes subcategories for All Media and Identification. Examples of eligible media claims are TV, Radio, Print, Direct Mail and Web advertising that all follow established Ruud Brand Guidelines and solely promote the Ruud brand.

Identification claims may include vehicle decals & wraps, building signage, uniforms and any promotional item that adhere to the Ruud Brand Guidelines and solely promote the Ruud brand. It is recommended that Ruud developed media and identification customizable templates be used, but in situations where independentlydeveloped materials must be used, pre-approval, from Ruud, must be obtained prior to filing a claim. Any pre-approval request should be submitted, via email, to the applicable Ruud DSM. It is mandatory that ONLY the Ruud brand is promoted within the media or identification used, or the claim will not be eligible. The Distributor must comply with all applicable laws relating to the marketing and advertising. Within the GDP Program, Distributors can claim 50%; whereas, under the Top Contractor Program, 80% can be claimed against funding.

The Ruud Visual Brand Language (VBL) is based on the tagline “Rely on Ruud.™”, and other specific value propositions that should be used when promoting Ruud to our contractors and consumers. In order to protect the Ruud brand identity, Ruud has developed for use several templates for TV, Radio, Print, Direct Mail, Outdoor and Web advertising needs. Approved Contractor and Consumer Logos are also available. The downloadable templates and logos can be found at MyRuud.com. We understand that there are special circumstances where the provided advertising templates may not be sufficient. Please contact your DSM for assistance in developing those unique advertising materials that will meet those specific needs, while still adhering to Ruud Brand Guidelines. Those advertising materials that are jointly developed and approved by Ruud and the distributor will be eligible for Ruud Marketing Co-op Reimbursement. Independently distributor-produced materials that do not follow Ruud Brand Guidelines and that were not sent in for pre-approval will NOT be eligible for reimbursement.

Ruud Logo Usage The Ruud logo should be used as the primary brand identity element in all marketing materials and publications and must always follow guidelines set forth below. The size and position relationships of all graphic elements are fixed and must not be altered in any way. Use the correct logo in all circumstances. 3D LOGO The 3-dimensional Ruud logo is the preferred logo for use in all print, Digital and broadcast media. It’s meant to be an emblem and an official seal, representing the core values of Ruud, including reliability, durability and performance. 3D LOGO FOR CONSUMER The 3-Dimensional logo is to be primarily used in consumer landscape, such as consumer focused ads, brochures & web.The 3D logo should always be used with a slight drop shadow & white glow around the logo. The Logo should never appear on a black or white background on the consumer focused materials. 3D LOGO FOR TRADE The 3-Dimensional logo is to be primarily used on the black textured background in the trade landscape, whose audience includes distributors and contractors. The 3D logo should always be used with a slight drop shadow & white glow around the logo.

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Marketing Co-Op Program Guidelines | Distributor Version

RUUD CONFIDENTIAL INFORMATION

FLAT LOGOS The flat Ruud Logos color and black & white should only be used for one & two color (Spot Color-Pantone Color) print & embroidery jobs (such as apparel).

Importance of the Ruud Tagline In order to establish positioning, and to maintain the integrity of the Ruud brand identity, the “Rely on Ruud.™” tagline should accompany the logo when possible. The tagline should never be positioned directly under Ruud Logo.

Rely on Ruud.™

Sample Positioning of Tagline on Trade (Distributor & Contractor) focused materials.

RUUD CONFIDENTIAL INFORMATION

Sample Positioning of Tagline on Consumer focused materials.

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Ruud Logo & Tagline: Unacceptable Usages It is important to keep all graphic elements consistent throughout all Ruud branded communications; therefore, do not deviate from the logos shown. On this page are examples of some unacceptable uses of the Ruud logo. A. Never use a large drop shadow on the logo B. Never outline the logo

G. Never place the logo on a photo or illustration where legibilty will be compromised

C. Never reposition any parts of the logo

H. Always use a high resolution version of the logo

D. Use only approved colors for the logo

I. Do not rotate the logo

E. Never overlap logo on two separate graphics

J. Do not use old versions of the logos or taglines

F. Never modify the logo artwork in anyway or add elements to it

K. Never use the Ruud flat logo without a white outline

A

C

B

G

H

I

F

E

D

J

K

Ruud Logo Size The minimum size refers to the smallest size allowed to ensure readability and recognition. For the Ruud logo, the minimum size in width is .5 inch.

minimum size .5 inch

The clear space refers to the minimum distances from the Ruud logo to any other graphic element or edge of a printed piece. This space should always be kept clean and free of additional graphics, photography, test and other marks. Exceptions for special use of the logo must be approved individually by the corporate brand manager. The minimum clear space (X) is the height of the “RUUD” as shown in the diagram below.

X

X

X X 8

Marketing Co-Op Program Guidelines | Distributor Version

X RUUD CONFIDENTIAL INFORMATION

All claims must be entered electronically using the eClaims system via MyRuud.com. No claims will be accepted via email, fax or mail.

Ruud Marketing Co-op Program Matrix On the following pages, there is a detailed matrix for the Top Contractor Program & the GDP Program. Each chart lists all of the standard categories & subcategories for each program. All claims filed under a specific category must fall under the description and guideline listed. Ruud may reject any and all claims that do not meet the terms of these guidelines or any other term of the applicable Program.

NOTE: All claims must be filed under one of the standard categories and subcategories. Distributors will NOT be allowed to add additional categories or subcategories. Furthermore, all claims must be submitted within 90 days of expenditure.

Ruud Marketing Co-op Program Matrix: Top Contractor Program Category

Sub-Category

Description*

All Media

Includes any type of advertising distributed via Broadcast/Cable TV, Billboard, Radio, Direct Mail, Print, Online that promotes only the Ruud brand, products and/or services. Must use Ruud-developed templates or must send independently-developed materials in for Pre-Approval.

Ruud Share

Distributor Share

Sponsor of TV Broadcast, Commercial, Talk Show Guest, TV Ads, Newspaper Ads, Magazine Ads, Program Ads, Sponsor of Print or Radio, Radio Ads, Basic Data Postcard, Variable Data Postcard, Variable Image/Message Postcard, Social Media, Pay-Per-Click Ads, SEO Programs, Websites, Web Banner Ads, Billboards, Park Benches, City Bus Ad Displays

80%

20%

Identification

Includes any activity aimed at identifying only the Ruud brand: vehicle decals & wraps, building signage, uniforms, promotional items. Must use Ruud-developed templates or must send independently-developed materials in for Pre-Approval.

Vehicle Decal Kits, Vehicle Wraps, Storefront Signage featuring brand logo, Uniforms featuring brand logo, Promotional Items with brand logo

80%

20%

Incentive Trips

Includes any expense approved by Ruud and related to a Trip Based Incentive to the Contractor that ties to Sales Goals achieved. Incentive Trips must be pre-approved by Ruud.

Tickets for an incentive trip, meals & lodging related to an incentive trip

80%

20%

Plant Tours

Includes expense approved by Ruud and related to bringing contractor(s) for plant tour to promote loyalty to Ruud brand. Plant Tours must be pre-approved by Ruud.

Costs relating to meals, travel & lodging related to a plant tour/trip

80%

20%

Contractor Recognition & Awards

Includes any expense approved by Ruud and related to recognizing outstanding contactors, while showcasing the Ruud brand.

80%

20%

Consumer Marketing & Advertising

Contractor Recruiting & Retention**

Claim Share Breakdown

Examples

Meeting expenses including meeting space, food, awards, prizes

*All Materials must follow Ruud VBL Guidelines. Refer to the Ruud Brand Guidelines section in this document for further details. ** All travel (Incentive Trips, Plant Tours, etc.) must be pre-approved by Ruud before the expenses are incured or Ruud will reject claims for such expenses. Further, employees or officials of any goverment or quasi-government entity may not participate in travel or enterainment of any kind, including without limitation Incentive Trips and Plant Tours. Distributor must comply with all applicable laws and regulations, as well as any of the guest company’s own policies on travel, gifts and entertainment of their employees, in connection with any expenses or activities related to such expenses.

RUUD CONFIDENTIAL INFORMATION

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Ruud Marketing Co-op Program Matrix: GDP Program Category

Consumer Marketing & Advertising

Contractor Recruiting & Retention***

Publications Product, Training & Sales Literature

Training***

DesignStar

DSM Discretionary***

RSM Discretionary***

Mandatory Monthly Funding Allocation**

0%

0%

0%

10% MIN

7.5% MAX

10% Reserved Funding

5% Reserved Funding

Maximum Total Claim Expenditure Allowance**

Sub-Category

15%

0%

N/A

0%

0%

Claim Share Breakdown Ruud Share

Distributor Share

All Media

Includes any type of advertising distributed via Broadcast/Cable TV, Billboard, Radio, Direct Mail, Print, Online that promotes only the Ruud brand, products and/or services. Must use Ruud-developed templates or must send in Independently-developed materials for Pre-Approval.

Sponsor of TV Broadcast, Commercial, Talk Show Guest, TV Ads, Newspaper Ads, Magazine Ads, Program Ads, Sponsor of Print or Radio, Radio Ads, Basic Data Postcard, Variable Data Postcard, Variable Image/Message Postcard, Social Media, Pay-Per-Click Ads, SEO Programs, Websites, Web Banner Ads, Billboards, Park Benches, City Bus Ad Displays

50%

50%

Identification

Includes any activity aimed at identifying only the Ruud brand: vehicle decals & wraps, building signage, uniforms, promotional items. Must use Ruud-developed templates or must send in Independently-developed materials for Pre-Approval.

Vehicle Decal Kits, Vehicle Wraps, Storefront Signage featuring brand logo, Uniforms featuring brand logo, Promotional Items with brand logo

50%

50%

Incentive Trips

Includes any expense approved by Ruud and related to a Trip Based Incentive to the Contractor that ties to Sales Goals achieved. Incentive Trips must be pre-approved by Ruud.

Tickets for an incentive trip, meals & lodging related to an incentive trip

50%

50%

Plant Tours

Includes expense approved by Ruud and related to bringing contractor(s) for plant tour to promote loyalty to Ruud brand. Plant Tours must be pre-approved by Ruud.

Costs relating to meals, travel & lodging related to a plant tour/trip

50%

50%

Contractor Recognition & Awards

Includes any expenseapproved by Ruud and in recognizing outstanding contactors, while showcasing the Ruud brand

45%

35%

Examples

Description*

Meeting expenses including meeting space, food, awards & prizes

50%

50%

Motorsports Program

Includes any expenseapproved by Ruud and related to Race Attendance Packages given to contractors

Travel Costs, Meals, Lodging

100%

0%

New Contractor Acquisition & Contractor Recruitment Programs

Includes any expenseapproved by Ruud and related to acquiring a new Ruud contractor

Conversion or rebranding funds including signage, van graphics, stationary, growth incentive & meetings

50%

50%

CoolZone/ MyRuud.com Purchased Product or Marketing Literature

Includes any printed publication related to Ruud Product or Marketing Program that is produced by Ruud and inventory is purchased on CoolZone or through MyRuud.com. This does not include promotional items like hats, pens etc.

Consumer Literature, Color Literature, Specification Sheets, Catalogs, Product Brochures, Consumer & Contractor Calendars

75%

25%

Ruud Produced Literature - Printed Locally

Includes any publications that are created by Ruud, but are printed locally. Any publication not created by Ruud requires pre-approval to be eligible for support.

Consumer Literature, Color Literature, Specification Sheets, Catalogs & Product Brochures

25%

75%

Ruud University Training & Literature (for Distributors only)

Includes any expense related to distributor personnel participating in any of the Schools of Training within Ruud University

Travel Costs, Meals, Lodging, School Materials, Participation Cost, Ruud University Materials & Literature

100%

0%

Ruud University Training & Literature (for Contractors only)

Includes any expense related to contractors participating in any of the Schools of Training within Ruud University

50%

50%

Ruud Approved Training for Distributor Personnel (Non-Ruud University)

For distributor personnel participating in training that is approved by the Ruud DSM/DTR, but that is not part of Ruud University

Travel Costs, Meals, Lodging, School Materials

75%

25%

Ruud Approved Training for Contractors (Non-Ruud University)

Includes any expense for contractors participating in training that is approved by the Ruud DSM/DTR, but that is not part of Ruud University

Professional Development, NATE, Technical Training, Boot Camps, Business Training

50%

50%

Travel Costs, Meals, Lodging, School Materials, Participation Cost, Ruud University Materials & Literature

Automatically deducted for DesignStar Payment

DesignStar Program Administration

DesignStar

DSM Consumer Marketing & Advertising

Includes any advertising related expense PRE-APPROVED by DSM

Approved Consumer Marketing/Advertising items as outlined in above categories

100%

0%

DSM Contractor Recruiting & Retention

Includes any contractor retention or recruiting related expense PRE-APPROVED by DSM

Approved Contractor Recruiting/Retention items as outlined in above categories

100%

0%

DSM Training

Includes any training related expense PRE-APPROVED by DSM

Approved Training items as outlined in above categories

100%

0%

RSM Consumer Marketing & Advertising

Includes any advertising related expense PRE-APPROVED by RSM

Approved items as outlined in above categories

100%

RSM Contractor Recruiting & Retention

Includes any Contractor retention or recruiting related expense PRE-APPROVED by RSM

Approved items as outlined in above categories

100%

0%

RSM Publications Product Training & Sales Literature

Includes any Ruud Produced Publications related expense PRE-APPROVED by RSM

Approved items as outlined in above categories

100%

0%

RSM Training

Includes any training related expense PRE-APPROVED by RSM

Approved items as outlined in above categories

100%

0%

0%

* All Materials must follow Ruud Brand Guidelines. Refer to the Ruud Brand Guidelines section in this document for further details. ** Based on Ruud Total Claim Share *** All travel (Incentive Trips, Plant Tours, etc.) must be pre-approved by Ruud before the expenses are incured or Ruud will reject claims for such expenses. Further, employees or officials of any goverment or quasi-government entity may not participate in travel or enterainment of any kind, including without limitation Incentive Trips and Plant Tours. Distributor must comply with all applicable laws and regulations, as well as any of the guest company’s own policies on travel, gifts and entertainment of their employees, in connection with any expenses or activities related to such expenses.

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Marketing Co-Op Program Guidelines | Distributor Version

RUUD CONFIDENTIAL INFORMATION

Bulk Claims The eClaims system will allow up to 50 claims to be filed in bulk. Bulk Claims must be entered using THE BULK CLAIM WORKSHEET. Separate worksheets must be used for claims falling under different categories/subcategories. THE BULK CLAIM WORKSHEET will need to be uploaded as documentation during the claim submission process under the “Import Claims” tool. eClaims will take the documentation an dimport the data into the database and record each claim individually for reporting purposes. Any bulk claim filed will automatically be submitted for DSM approval beofre a credit memo will be generated.

Claims Requiring Ruud RSM, DSM or DTR Pre-Approval or Approval The below requires submission of a Claim Worksheet or Pre-Approval Form to the Ruud RSM/DSM and/or DTR for Approval prior to submitting claim:

• Any “bulk claim” submitted, regardless of the amount, will require submission of a completed BULK CLAIM WORKSHEET and approval by the DSM via the eClaims system before a credit memo will be generated by eClaims.



• A SPEND PRE-APPROVAL FORM (>$25,000) must be submitted to the DSM via email for pre-approval when spending more than $25,000 if a claim will be submitted. Form must be submitted 14 days prior to expenditure. The Completed form should be kept on file by the distributor.



• A SPEND PRE-APPROVAL FORM (>$50,000) must be submitted to the RSM & DSM via email for pre-approval when spending more than $50,000 if a claim will be submitted. Form must be submitted 14 days prior to expenditure. The Completed form should be kept on file by the distributor.



• A TRIP PRE-APPROVAL FORM must be submitted to the RSM & DSM via email for pre-approval, regardless of the amount. Form must be submitted 14 days prior to expenditure. The Completed form should be kept on file by the distributor.



• A “NON-RUUD UNIVERSITY TRAINING PRE-APPROVAL FORM” must be submitted to the DSM & DTR via email for pre-approval, regardless of the amount. Form must be submitted 14 days prior to expenditure. The Completed form should be kept on file by the distributor.



NOTE: The BULK CLAIM WORKSHEET, SPEND PRE-APPROVAL FORM (>$25,000), SPEND PRE-APPROVAL FORM (>$50,000), TRIP PRE-APPROVAL FORM and NON-RUUD UNIVERSITY FORM can all be found at MyRuud.com under eclaims>claims>Forms.

The below require RSM and/or DSM Approval via the eClaims system:

• Any submitted individual claim over $10,000 will require approval by the DSM before a credit memo will be generated by eClaims



• Any submitted individual claim over $25,000 will require approval by the RSM and DSM before a credit memo will be generated by eClaims

The system will send via email, the approval request to the RSM and/or DSM for approval once the claim is submitted on eClaims.

Ineligible Claims Mention of Competitors Any claim that is submitted under the Ruud Marketing Co-op Program that mentions or features any name or logo, of a competitor of Ruud or any competing product, will be ineligible for reimbursement. Only the Ruud brand can be promoted in any media. Product Price Promotion Any claim, for any media, for advertising that features product price will not be eligible for reimbursement. Outdated Ruud Advertising Materials & Assets Any claim that features pre-2012 advertising materials, logos and collateral will be not be eligible for reimbursement.

RUUD CONFIDENTIAL INFORMATION

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Examples of Ineligible Claims Per Key Category

Consumer Marketing & Advertising



• Any ad that does not solely promote Ruud according to Ruud Brand Guidelines



• Any ad featuring competitor or non-competitor brands



• Truck Decals showing old pre-2012 Ruud collateral



• Signage without the Ruud Logo



• Uniforms without the Ruud Logo



• Yellow Pages



Contractor Recruiting & Retention



• Excessive beverage expenses (when compared to meal expenses)



• Entertainment Expenses that aren’t considered an “Incentive Trip Expense”



Publications – Product, Training & Sales Literature



• Distributor or Contractor Designed Literature



• Any calendars not produced by Ruud

Training

• Excessive beverage expenses (when compared to meal expenses)



• Non-Ruud University Training that has not been pre-approved by the DSM/DTR



Miscellaneous Items



• Product/Equipment Orders



• Market Research



• Distributor created price and/or product books



• Taxes



• Shipping or freight charges



• Association or Membership Dues

Ruud reserves the right to audit distributor’s records at any time and from time to time in order to ensure claims submitted comply with the Ruud Marketing Co-op Guidelines and other terms of the Ruud Marketing Co-op Program. Please be aware all documentation for claims submitted should be kept on file by Distributor. Distributors will be notified by their applicable DSM when an audit is being performed on a specific claim. Distributors will be required to provide requested documentation; such as, original invoice, advertising, etc., to the DSM within 10 business days of the request submitted by Ruud. The audit may be performed any time, an dmay be on a single claim or multiple claims.

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Marketing Co-Op Program Guidelines | Distributor Version

RUUD CONFIDENTIAL INFORMATION

Step 1: In November of each year, the Ruud Sales Team will meet with distributors to begin Marketing Co-op Program’s Planning Process for the next year’s program using the Ruud Marketing Co-op Planning Form. The ACD District Sales Manager (DSM) and Distributor will complete the GDP & Top Contractor Funding Estimate Spreadsheet based off the starting deposit and estimate monthly GDP & Top Contractor funding earned from estimated monthly net purchases. Step 2: The Ruud District Sales Manager (DSM) and Distributor will complete the Distributor Growth Objectives by listing the distributor’s key objectives that will allow the distributor to meet their growth objective. Step 3: The Ruud District Sales Manager (DSM) and Distributor will complete the GDP & Top Contractor Budget Planning Spreadsheet by developing the distributor’s detailed GDP & Top Contractor Program Plan by applying estimated earned funding to Ruud provided standard categories & subcategories. Step 4: The Ruud District Sales Manager (DSM) submits to RSM/Sales Director/Sales V.P., the Distributor’s GDP & Top Contractor Funding Estimate Spreadsheet, the Distributor Growth Objectives and the GDP & Top Contractor Budget Planning Spreadsheet for review and approval. Step 5: Once overall Distributor’s plan for the Marketing Co-op Program is approved, the GDP & Top Contractor Budget Planning Spreadsheet is loaded into the online eClaims system under the “Forecast”, “Objectives” and “Budgeting” sections on eClaims. Distributors have the ability to review these at any time throughout the program year.

NOTE: Once the submitted Program budgets are approved, they can NOT be changed. Claims can only be entered once the individual program plans have been entered, submitted and approved. eClaims will only list those standard categories in which a budget was applied. If a budget was not applied to a particular standard category, it will not appear as a standard category a claim can be filed against.

Step 6: The GDP Program Manager and Ruud Sales Managers approve final online version before it goes “live” on eClaims.

Each January, distributors will receive a “draw” for the current year that is equal to 25% of their earned funds from the previous year for both GDP Program and Top Contractor Program funding. Distributors can file claims using the draw funding until their monthly purchases have accrued more than their initial draw deposit.

RUUD CONFIDENTIAL INFORMATION

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The overall Ruud Marketing Co-op Program Funding is based on net adjusted product purchases in the prior month from the Finished Goods Division. The net purchases are adjusted for specific items that do not qualify under the Ruud Marketing Co-op Program, such as, retail accounts, Dry R-22 and ARS purchases. Also, Commercial Series Equipment and Parts Division purchases do not earn funds from the Finished Goods Division. Commercial equipment is defined as any equipment that is 3-Phase.

Monthly Gross Adjusted Finished Goods Purchases – (Monthly R-22, ARS, Retail, Commercial Equipment & Parts Purchases) =

Monthly Net Adjusted Purchases Total for Co-op Program

The Net Adjusted Purchases Total is entered monthly by Ruud into the Funding Estimates Section of eClaims. The actual Co-op amount for each unique Marketing Co-op Program is then calculated.

GDP Program Funding GDP Program Funding will accrue at 1.3% of the Monthly Net Adjusted Purchases Total.

Monthly Net Purchases Total for Co-Op Program

*

1.3% =



GDP Program Funding Amount

Top Contractor Program Funding Top Contractor Program Funding will accrue at .7% of the Monthly Net Adjusted Purchases Total.

Monthly Net Purchases Total for Co-Op Program

*



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Marketing Co-Op Program Guidelines | Distributor Version

.7% = Top Contractor Program Funding Amount

RUUD CONFIDENTIAL INFORMATION

• The yearly Program Effective Dates for funding accrual is December 1st – November 30th • eClaims is “live” for claim submission each year from February 15th – (11:59 p.m. CST) December 15th

NOTE: If December 15th falls on a Saturday or Sunday, the deadline will be at 11:59p.m. CST, on the following Monday.



• Ruud does not take any legal responsibility for the content of advertisements created by distributors, OR for Ruud advertising templates that have been altered from the original provided.



• These Guidelines are meant to give the distributor an overview of the Ruud Marketing Co-op Program (the “Program”) and the claims process under the Program. Additional terms and conditions of the Program may be outlined in other distributor Program documents, if any, which may be obtained from your Ruud District Sales Manager. By claiming funds under this Program, distributor accepts, and agrees to comply with, all terms and conditions of the Program.



• Ruud may modify the terms of the Program at any time and from time-to-time upon notice to distributor. Ruud may terminate the Program at any time upon notice to distributor.



• Ruud may reject any claim hereunder that does not meet any of the terms of the Program, including without limitation the terms contained in these Guidelines.



• Distributor must comply with all applicable laws and regulations in all of its activities related to the Program, including without limitation those activities for which distributor claims reimbursement under the Program. Employees or officials of the government or quasi-government entity may not participate in travel or entertainment or receive gifts of any kind, including without limitation Incentive Trips and Plant Tours. In offering any Program-related travel, entertainment of gifts of any kind to contractors or other guests distributor must comply with the contractor’s or guest’s company’s own policies and defend Ruud and its affiliates and their directors, officers, employees and agents from and against any claims arising out of or related to distributor’s actions and omissions under the activities related to the Program.

For more information regarding the Ruud Marketing Co-op Program please contact your Ruud District Sales Manager. RUUD CONFIDENTIAL INFORMATION

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Marketing Co-Op Program Guidelines | Distributor Version

RUUD CONFIDENTIAL INFORMATION

Vendor Invoice Number

Vendor

RUUD CONFIDENTIAL INFORMATION

Distributor Claim Number

Total Claim

Description

RUUD.COM

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IMPORTANT! All forms must be submitted for approval 14 days PRIOR to expenditure.

Distributor Name:

Key Category claim will be applied to: SubCategory claim will be applied to: TAG: Vendor Name on Original Invoice/Expense: Vendor # on Invoice (optional): Description of Claim (greater than $25,000):

Total Claim Amount: DSM Approval (Signature Required):

Marketing Co-op Program: >25,000 Spend Pre-Approval Form

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Marketing Co-Op Program Guidelines | Distributor Version

RUUD CONFIDENTIAL INFORMATION

IMPORTANT! All forms must be submitted for approval 14 days PRIOR to expenditure.

Distributor Name:

Key Category claim will be applied to: SubCategory claim will be applied to: TAG: Vendor Name on Original Invoice/Expense: Vendor # on Invoice (optional): Description of Claim (greater than $50,000):

Total Claim Amount: RSM Approval (Signature Required): DSM Approval (Signature Required): Marketing Co-op Program: >50,000 Spend Pre-Approval Form

RUUD CONFIDENTIAL INFORMATION

RUUD.COM

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IMPORTANT! All forms must be submitted for approval 14 days PRIOR to expenditure.

General Trip Information: Trip Dates

Location & Description

Attendance Information:

1. Number of Ruud HVAC Contractors in attendance?



What are the qualifications to be invited?



2. Number of Distributor Employees in attendance?



3. Ruud representation will be jointly determined with the Ruud RSM.



Requested Attendees from Ruud:



4. Are there any other attendees that do not fit into the above three categories? Please provide explanation for each of these attendees (home builder/engineer/travel agent/etc..)

Funding Information:

1. What is the estimated total cost of this trip?



2. Are there any other vendors supporting this trip besides Ruud?



If yes, how much support are the other vendors providing?



3. Ruud Co-op share of trip cost?



4. Distributor Share of trip cost?



5. Contractor Share of trip cost?

Yes

No

Distributor Management Signature: Ruud DSM Signature: Ruud RSM Signature:

Marketing Co-op Program: Trip Pre-Approval Form

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Marketing Co-Op Program Guidelines | Distributor Version

RUUD CONFIDENTIAL INFORMATION

IMPORTANT! All forms must be submitted for approval 14 days PRIOR to expenditure.

Distributor Name:

Key Category claim will be applied to: SubCategory claim will be applied to: TAG: Vendor Name on Original Invoice/Expense: Vendor # on Invoice (optional): Description of Claim (Purpose of Non-Ruud University Training/Justification of Co-op Claim):

Total Claim Amount: DTR Approval (Signature Required): DSM Approval (Signature Required): Marketing Co-op Program: Non-Ruud University Training Pre-Approval Form

RUUD CONFIDENTIAL INFORMATION

RUUD.COM

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Marketing Co-Op Program Guidelines | Distributor Version

RUUD CONFIDENTIAL INFORMATION

RUUD CONFIDENTIAL INFORMATION

RUUD.COM

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In keeping with its policy of continuous progress and product improvement, Ruud reserves the right to make changes without notice. Ruud Heating & Cooling • P.O. Box 17010 Fort Smith, Arkansas 72917

ruud.com

RUUD CONFIDENTIAL INFORMATION

Rely on Ruud.™

Printed in the U.S.A.  12/12  QG  Form No. M22-1783