Map Policy

Spy Optic Inc. (“SPY”) is committed to making the highest quality, most functional, best-looking eyewear on earth. SPY works with extraordinary athletes, designers and creative people connected by a common obsession with action sports, technology, style, music, the world around us and the facilitation of world-class performance and unbridled fun. Part of SPY’s success has come from our relationships with our customers and providing them with consistent, high-quality customer service with SPY’s high-quality products. This can only be achieved, however, if SPY’s retailers are adequately motivated to competitively provide such services, and SPY’s products are appropriately promoted throughout the marketplace. Accordingly, effective immediately, SPY has unilaterally adopting the following Minimum Advertised Price Policy (“MAP Policy”) applicable to all authorized SPY retailers (“Retailers”).

1. The purpose of this MAP Policy is to provide Retailers with a framework for supporting and promoting SPY products, motivate Retailers to provide high levels of customer service; and maximize sales opportunities by maintaining and enhancing the SPY brand image with the consumer at all times and in all manners possible. This MAP Policy is also enacted in order to encourage creative competition between Retailers.

2. SPY is not inviting or seeking, nor shall it accept, any agreement by any Retailer to abide by this Policy. Rather, SPY has unilaterally determined that it will only distribute its products through Retailers that consistently comply with the requirements of this Policy.

3. Under this MAP Policy, no Retailer shall advertise or promote any price for any SPY product listed on Exhibit A hereto (“MAP Product List”) below SPY’ Manufacturer’s Suggested Retail Price (“MSRP”), which SPY shall be free to establish or modify at any time without notice. The MSRP is also referred to as the MAP Price.

4. SPY believes that in order to maintain the integrity of the SPY brand, SPY products should be priced in accordance with MSRP although actual pricing is not encompassed by this MAP Policy, and for avoidance of doubt retailer remains free to set prices independently and to independently determine whether to abide by or disregard the MSRP.

5. The MAP Policy applies to any advertised price (whether advertised using traditional media, email newsletters, email solicitations, Internet or similar electronic media, television, radio, in-store signage, on-line advertisements, paid search advertisements, shopping comparison advertisements, ad landing pages, or any other form of advertising) for any SPY product on the MAP Product List. This MAP Policy specifically encompasses “click for price” or “call for price” features on any website or print advertising. The MAP Policy applies to all U.S. Retailers of SPY products, including but not limited to, in-store retailers, on-line retailers (including sales via and catalog retailers.

6. In determining whether a Retailer’s advertised or promoted price falls below MAP Price, all discounts, credits, rebates, free-goods, or other discounted products, including Retailer offers to pay sales tax, shall be included. SPY reserves the right to inspect all books, records, and other documents of its Retailers relating to any SPY product or transaction to determine compliance with the MAP Policy. SPY’ determination concerning whether there has been a violation of the MAP Policy shall be final and binding.

7. This MAP Policy is not intended to prevent any Retailer from independently and unilaterally determining the price at which it advertises or resells products on the MAP Product List. Each Retailer remains free to set prices independently and to independently determine whether to abide by or disregard the MAP Policy.

8. This MAP Policy does not confer any direct or indirect rights on any Retailer, as a third-party beneficiary or otherwise, concerning the prices that any other Retailer may advertise or offer. Retailers are expressly prohibited under this MAP Policy from discussing the resale prices of any other Retailer with other Retailers or with any SPY employee or representative. SPY does not undertake any obligation to enforce this MAP Policy as against any other Retailer.

9. The failure to comply with this MAP Policy in any manner shall be grounds for termination to the extent permissible by law. The failure to immediately terminate a Retailer for violation of this MAP Policy, however, shall not constitute a waiver of SPY’s right to take such action at a later date for any past, present, or future violations of this MAP Policy.

10. While SPY reserves the right to immediately terminate any Retailer for any violation of this MAP Policy, SPY understands that there may be instances where a violation is inadvertent. As such, SPY will provide written notice of a Retailer’s failure to abide by this MAP Policy. Within 48 hours of receiving such notice, SPY expects that the violation will be cured and that there will be no further violations of the MAP Policy for a period of not less than six months.

11. SPY does not intend to, nor shall it, coerce any Retailer to comply with this MAP Policy or to otherwise raise prices for any SPY product. If any Retailer believes that it is being subject to any such coercion, it must notify SPY’s Map Compliance Officer at in writing immediately. Out of abundance of caution, no SPY employee or representative is authorized or permitted to discuss any Retailer’s actual or alleged violation of this MAP Policy, except though written notice as specified in the prior paragraph. If any employee or representative engages in such discussion, the Retailer shall notify SPY Map Compliance Officer at in writing immediately. Failure to provide any written notification required by this paragraph within 30 days of such incident shall constitute a waiver of any claim the Retailer may have under state or federal law concerning such activity.

12. All matters of interpretation and application of the terms of this MAP Policy shall remain within the sole discretion of SPY. SPY reserves the right to modify this MAP Policy at any time without notice.

SPY Legal Department

1896 Rutherford Rd.

Carlsbad, CA 92008