RTS_Booklet

GET ON THE ROAD TO SUCCESS

ROAD TO SUCCESS PROGRAM The development and success of new Factory Distributors is what makes Kirby the greatest Opportunity in the world. The Road to Success (RTS) Program was created to motivate and reward Recommending Distributors for the time and energy required in educating and developing a Dealer into a Distributor. Promotional Earnings Program (PEP) payments along with the RTS Bonus Program make it even more lucrative to promote the Kirby Opportunity. Please review the Program details closely. Graphs and examples are included to clearly illustrate the magnitude of the Program, along with complete Rules and General Provisions. 2

PROMOTIONAL EARNINGS PROGRAM (“PEP”) PAYMENTS Recommending Distributors can earn PEP payments for Kirby units purchased by a new Distributor the Recommending Distributor has promoted and The Kirby Company (“the Company”) has approved (hereinafter, “Recommended Distributor”). Subject to the Rules of this Program, PEP payments on Kirby units purchased by Recommended Distributors with start dates of January 1, 2020 or later are as follows, as long as qualifications are met. • $50 per unit during the first 12-month payment period • $25 per unit during all future years Recommended PEP Payments PEP Payments Total PEP Distributor Averages 1st 12 months following 19 yrs Payments 20 yrs 50 Kirby purchases per month $30,000 $285,000 $315,000 100 Kirby purchases $60,000 per month $90,000 $570,000 $630,000 150 Kirby purchases $120,000 per month $855,000 $945,000 200 Kirby purchases per month $1,140,000 $1,260,000 BONUS BLAST 2020! As a special incentive, Recommending Distributors who have promoted new Recommended Distributors that the Company has approved in 2020 can qualify for Bonus Blast PEP payments as follows as long as qualifications are met. • $50 per unit during the first 12-month payment period • $50 per unit during all future years Recommended PEP Payments PEP Payments Total PEP Distributor Averages 1st 12 months following 19 yrs Payments 20 yrs 50 Kirby purchases per month $30,000 $570,000 $600,000 100 Kirby purchases $60,000 per month $90,000 $1,140,000 $1,200,000 150 Kirby purchases $120,000 per month $1,710,000 $1,800,000 200 Kirby purchases per month $2,280,000 $2,400,000 To qualify to receive and continue to receive PEP payments, there must remain a Kirby Distributor Agreement between the Recommending Distributor and the Company and between the Recommended Distributor and the Company, as well as minimum monthly purchases. PEP payments will be calculated monthly and paid quarterly. See complete Rules on pages 5–7. 3

ROAD TO SUCCESS BONUS PROGRAM PROMOTE 3 Zone Distributor $10,000 Bonus PROMOTE 6 Regional Distributor $50,000 Bonus PROMOTE 9 Senior Regional Distributor $25,000 Bonus PROMOTE 12 Executive Distributor $100,000 Bonus PROMOTE 15 Senior Executive Distributor $50,000 Bonus PROMOTE 18 Elite Distributor $50,000 Bonus PROMOTE 21 Senior Elite Distributor $50,000 Bonus PROMOTE 24 Chairman Distributor $100,000 Bonus 4

RTS PROGRAM RULES (“RULES”) PEP PAYMENTS AND the Recommended Distributor purchase 360 Kirby CALCULATIONS units or more during the 12-month period, the Recom- mending Distributor will earn PEP payments on all his/ When promoting a new Recommended Distribu- her Recommended Distributor’s purchases.  tor, the Recommending Distributor has a one-time opportunity to choose when the PEP payments on Payment for the current month is only made when all that particular Recommended Distributor will start. previous months qualify under the Rules. The Company The Recommending Distributor may choose to have encourages the Recommending Distributor to refer PEP payments start the month in which an account to his/her monthly RTS statements to review prior number is assigned to that Recommended Distributor, purchases and determine potential earnings.  or on the first, second or third month thereafter. PREVIOUS DISTRIBUTOR Monthly purchases for Recommending Distributors PEP PAYMENT and Recommended Distributors are tracked over consecutive 12-month fiscal periods, based on If the Recommended Distributor was a previous the start month the Recommending Distributor has Kirby Distributor and the Recommending Distributor selected. If both the Recommending Distributor and was the original Recommending Distributor, the PEP the Recommended Distributor each average 30 or payments will start at the point they left off, unless the more purchases per month for two or more months, Recommended Distributor was originally promoted by those months qualify for PEP payments. As such, the the Recommending Distributor under the Company’s first month in any twelve-month period is not eligible former RTS Program, in which case the PEP payment for PEP payments by itself. Both the Recommending rate will be $10 per unit, as long as all qualifications and the Recommended Distributor must average at are met. least 30 or more purchases of Kirby units per month for at least two consecutive months. 2020 Bonus Blast! As a special incentive, if, in 2020, the Recom- Occasionally, Distributors purchase an average of mending Distributor promotes a less than 30 Kirby units per month. To address this previous Kirby Distributor not ac- situation, a further qualification opportunity has been tive between October 1, 2019 to January 1, 2020, provided for PEP payments as follows: and the Recommending Distributor was the original Recommending Distributor, the PEP payments 1. If both the Recommending and the Recom- will be $25 per unit, as long as all qualifications mended Distributor each have 60 or more outlined in these Rules are met. purchases of Kirby units in the most recent two months, but the year to date average is If the Recommended Distributor was a previous less than 30, the prior month qualifies for PEP Kirby Distributor and the Recommending Distributor payments, if not already qualified.  was not the original Recommending Distributor, the Recommending Distributor may be entitled to PEP 2. If both the Recommending and the Recom- payments but will not receive credit toward the RTS mended Distributor each have 90 or more Bonus Program if the Recommended Distributor had purchases of Kirby units in the most recent three purchased less than 360 units in a consecutive months, but the year to date average is less 12-month period, and the Recommending Distributor than 30, the prior two months qualify for PEP was, in the sole opinion of the Company, responsible payments, if not already qualified.  for the Recommended Distributor’s development. 3. If both the Recommending and the Recom- If a Distributor active between October 1, 2019 to mended Distributor each have 120 or more January 1, 2020 leaves the business, and then re- purchases of Kirby units in the most recent four turns to the business, PEP payments default to where months, but the year to date average is less they left off: $25 per unit during the first 12 months than 30, the prior three months qualify for PEP and $10 per unit during all future years, as long as payments, if not already qualified.  qualifications are met. And so on, until the 12-month period is concluded and All PEP payments on units purchased by previous/ the last 11 months have been examined in the same returning Distributors are at the discretion of the way. Ultimately, if the Recommending Distributor and Company. 5

RTS BONUS PROGRAM BENEFICIARY PAYMENTS In addition to PEP payments, Distributors can earn In the event of the Distributor’s death, at which time recognition plaques, jewelry, and cash incentive the Distributor was active within Kirby and was bonuses for recommending others.  earning PEP payments, all such PEP payments to which the Distributor was entitled will be paid to the In order to quality for an RTS Bonus, you must recom- Distributor’s surviving spouse, if said surviving spouse mend and the Company must approve a minimum of is offered by the Company and elects to execute a 3 Distributors. In addition, both the Recommending new Kirby Distributor Agreement, and so long as the and Recommended Distributors must purchase a spouse continues to satisfy the purchase requirements minimum of 90 units each in the same consecutive and continues to operate the Distributorship in ac- three-month period.  cordance with the terms and conditions of the Kirby Distributor Agreement and applicable Kirby Policy.  Refer to the chart on page 4 for the complete list of award titles and bonuses Distributors can earn.  In the event of the Distributor’s death, at which time New recognition and bonuses are awarded for the Distributor was active within Kirby and was earn- every 3 new Distributors approved by the Company ing PEP payments, where the Company does not to the ultimate achievement of Chairman Distributor offer and/or the surviving spouse does not execute a with 24 promotions. new Kirby Distributor Agreement, all such payments to which Distributor was entitled will continue to be RETIREMENT PEP PAYMENTS paid to the surviving spouse for a period of ten (10) years or until the surviving spouse’s death, which­ever Recommending Distributors may continue to receive occurs first.  PEP payments for ten (10) years after retirement as a Kirby Distributor and the resulting voluntary termina- In the event of the Distributor’s death, at which time tion of their Distributor Agreements.  the Distributor was a retired Kirby Distributor and was receiving PEP payments, the Company will continue To qualify, such retirement must occur: to make PEP payments to the surviving spouse for the remainder of the 10 year period or until the surviving 1. After the 20th year as a Distributor. If the Dis- spouse’s death, whiche­ ver comes first.  tributor has left the business and returned, s/he must be active and qualifying for PEP payments Notwithstanding any other provisions of the RTS as a Distributor for the 5 years directly prior to Program, if the surviving spouse shall at any time the retirement in order to qualify. engage, in the sole opinion of the Company, directly or indirectly in any business which or competes with the business of the Company, the surviving spouse shall immediately forfeit any and 2. On or after the Distributor’s 65th birthday if the all ongoing payments otherwise payable under Distributor has been active and qualifying for the RTS Program.  PEP payments as a Distributor for 5 consecutive years up until the Distributor’s 65th birthday. NOTE: All beneficiary benefits contem­plated to be made hereunder shall be subject to legal notice and All the requirements for receiving PEP payments shall proper releases as required under the Ohio Revised apply to Distributors receiving retirement PEP, except Code or other applicable legal authority. the requirement relating to the purchasing of Kirby units by the Recommending Distributor. The Distributor CORPORATIONS AND will not be able to recommend anyone as a new PARTNERSHIPS Distributor after retirement.  In the case of active Kirby Distributorships which are Notwithstanding any other provisions of the RTS corporations or partnerships, one individual from Program, if the Distributor shall at any time engage, in each such Distributorship will be designated the “key the sole opinion of the Company, directly or indirectly individual” and shall be recognized by the Company in any business which competes with the business of for all RTS purposes. Such recognition will be final and the Company, the Distributor shall immediately forfeit conclusive and shall not be subject to any modifica- any and all ongoing payments otherwise payable tion, except upon an agreement in writing between under the RTS Program.  the Company and the Distributorship.  If the retired Distributor should pass away, PEP If a partnership Distributorship is dissolved to form payments to which the retired Distributor would be two separate Distributorships, the person remaining entitled will be made subject to and in accordance with the following “Beneficiary Payments” provisions.  6

in the originally established organization does not determination by the Company shall be final and get RTS Bonus payments or PEP payments for recom- conclusive as to all persons and for all purposes mending his/her previous partner. of the RTS Program.  If two candidates leave a Distributor’s organization 4. If any attempt is made by a Distributor to deceive to form a partnership, the Recommending Distributor or defraud the Company by manipulation of the does not get RTS credit for both candidates. Rules, the Company has the full authority to take the necessary action to reclaim monies that were EFFECTIVE DATE paid as a result of the deception or fraud.  The RTS Program started December 1, 1981. The pro- 5. Nothing contained in these Rules shall change, visions of the RTS Program as amended by these Rules amend, or modify (or be deemed to change, are effective January 1, 2020 but are not retroactive. amend, or modify) in any way, any provisions of The provisions of the Program, as revised herein, apply the Distributor Agreement entered into and by and to you and all candidates recommended, accepted, between the Company and any Distributor. In and who enter into a Kirby Distributor Agreement on the event of conflict between the Rules and the Dis- or after January 1, 2020.  tributor Agreement, the provisions of the Distributor Agreement shall govern. In all other instances, the If you have recommended people who became terms and conditions of these Rules shall apply in Distributors prior to January 1, 2020, you may con- the event of any conflict between the Rules and tinue to qualify for benefits under the RTS Program any other printed material or oral representations of 1993, which immediately preceded this RTS or interpretations dealing with the RTS Program.  Program, or the Bonus Blast 2020, as outlined herein.  The Indemnification Section contained in the Distributor Agreement shall apply to any payments GENERAL PROVISIONS made by the Company under the RTS Program, including, but not limited to, beneficiary benefits, 1. In an amendment dated May 1, 2006, if a where such payments are later shown under Distributor, who has purchased a minimum of 360 proper authority to have been made in error. units in a consecutive 12-month period resigns, A Distributor will not receive any RTS Program he/she remains under the original Recommending payments for recommending his/her spouse to Distributor. If the original Recommending Distrib- become a Kirby Distributor. utor retires and the inactive Distributor becomes active, the new Recommending Distributor can 6. Distributors who move into a Divisional Super- earn PEP payments on the formerly inactive/now visor, Consultant, Staff, etc. position, and are no Recommended Distributor, but not RTS Bonus longer an active Distributor, may still be eligible payments. If the retiree was to become active for the RTS Program. At the time of the move to the again, the retiree will not receive RTS credit. new position, the Distributor must submit a list of If, in this same instance, the inactive Distributor individuals within his/her organization who could becomes active again and there is no new become Distributors. If any of the individuals on that Recommending Distributor, the retiree will once list become Distributors within 12 months of the date again receive PEP payments until the 10-year the list was created, the Distributor may be eligible retirement period ends or the Recommended for RTS Program incentives on those individuals. Distributor’s Distributor Agreement is terminated, whichever comes first.  2. The Company reserves the right, at any time, without the consent of any Distributor or any other person, to amend the RTS Program in any respect and/or to terminate the Program in whole or part without liability or further obligation by the Company to the Distributor or Distributorship.  3. The Company shall have the sole and exclusive right to interpret the provisions of the RTS Program and to determine the rights and status of Distributors and others under the RTS Program including, without limitation of the foregoing, the eligibility of persons to receive payments. Such 7

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