Third Party Compensation Procedure, Management Pre-Approval Form, CompensationApplication and Compensation Agreement

When to Follow this Procedure and Use the Attached Pre-Approval Form, Application & Agreement: / Anytime Christie is selling to a customer, but will provide a credit or payment to a third party for any reason.
Why this Procedure must be used: / Transactions where Christie sells to one entity, but a third party will receive a payment or credit as a result of the transaction,may be considered outside of the ordinary course of business. Accordingly, Christie must ensure that any such transactions are not in violation of any applicable laws. Further, any such compensation amounts must be accrued and accurately reflected in Christie’s financial records. The information collected by the Management Pre-Approval, Application and the details of the arrangement between Christie and the third party, which are to be stated in the Agreement, allow Christie to ensure any such transactions are legal and properly accrued.
Who is to Submit the attached forms for internal Christie approval: / The Director of Sales responsible for the transaction is to prepare the required Management Pre-Approval, Margin Analysis and Third Party Compensation/Margin Application. Once approved, Christie Legal will draft the Dealer Compensation Agreement.

I.Third Party Compensation Procedure

Step 1: Applicable Director of Sales to obtain pre-approval utilizing the Management Pre-Approval form below and Margin

Analysis and Approval Form pushed to you thru CRM simultaneously herewith prior to offering a compensationopportunity to an entity that is not a party to a sales transaction.

Step 2: Applicable Director of Sales to complete theThird Party Compensation Application (“Application”) below,obtain all

approvals required therein, and if the deal has changed in any way since submission of the Management Pre-Approval

Form, submit a new Margin Analysis and Approval Formprior to order being placed.

Step 3: The attached Third Party Compensation Agreement (“Agreement”) must beapproved by the Christie Legal Department, executed by an authorized signatory of the entity receiving the commission and executed by an authorized signatory of Christie.[1]

Step 4: Christie Director of Sales to email approved Application, fully executed Agreement and Customer purchase order

.

Step 5: Third PartyCompensationcredit/payment will be processed by Christie Customer Care once Christie is paid in fullon the subject purchase order and the period for returns on the subject order has expired.

Step 6: If compensation is to be made in the form of a payment as opposed to an account credit, Customer Care is to forward payment instructions to Accounts Payable to process.

Please note, any Agreement requiring a payment as opposed to an account credit requires Christie VP of Finance approval AND unless otherwise approved by the Christie Legal Department, the payee name and payee bank account holder must match the name of the third-party memorialized in the fully executed Agreement.

II.Management Pre-Approval
Name of Christie Sales Director Submitting Request for Management Pre-Approval:
Christie Customer Name: *
(If new, indicate as such)
Address Book Number: *
(If new, indicate as such)
Christie Invoice Amount: *
$______
Denominated in what currency: *
______/ Compensation Amount (payable to third party): *
$______
Denominated in what currency: *
______/ Compensation amount (due to third party) as a % of the Christie invoice amount*
(See approval levels)
______%
Christie Gross Margin Percentage after third party compensation is applied:*______%
*** A separate Gross Margin Analysis and Approval Form, which was pushed to you thru CRM simultaneously herewith, must be attached and approved by Regional Sales VP and Sales EVP.
Approval
All approvals must be obtained before presenting the compensation opportunity to the Third Party
** Required anytime a payment is required as opposed to a credit on Dealer’s account with Christie
Title / Print Name / Signature / Date
Legal Department*
VP of Sales
VP of Finance**
Exec. VP of Sales
CFO
President
Approval Levels
Commission as a Percentage of Sales / Approver
0%-25% / Regional VP Sales, VP Finance, Christie Legal Department Attorney
26%-35% / Above plus Executive VP of Sales and CFO
36% + / Above plus President

III.Third Party Compensation Application

Please print or type / Required Information*
Date of Request: * / Christie Sales Rep: *
Sales Region: / Christie Director of Sales: *
Section 1 - Third PartyInformation
(Entity that will be receiving the commission)
Third Party Name: *
Address (physical): * / Contact Name:
Email Address: / Telephone Number:
Related Dealer Order#/PO#/Reference #*
Section 2 - CompensationDetails
CompensationDollar Amount: * / CompensationPercentage of Sale: *(See approval levels)
Method of Compensation calculation (Select one) : * / Flat Amount / ______/ Percentage of Sale / ______
Payment Terms (Select one) : * / Credit on account (preferred method) / ______/ Cash (If selected, complete Section 4): / ______
Reason for Compensation: *
Section 3 - Sales Information
(Christie customer that made the purchase)
Customer PO must be submitted with the margin application
Christie Customer Name:* / Address Book Number: *
PO Number: * / PO Date:
Christie Invoice Amount: *
$______
Denominated in what currency: *
______/ CompensationAmount (payable to third party): *
$______
Denominated in what currency: *
______/ Compensation amount (payable to third party) as a % of Christie invoice amount*
(See approval levels)
______%
Christie Gross Margin Percentage after third party compensation is applied:*______%
*** A separate Gross Margin Analysis and Approval Form, which was pushed to you thru CRM simultaneously herewith, must be attached and approved by Regional Sales VP and Sales EVP if the deal or commission is different than as submitted for Pre-Approval.
Section 4 – Third PartyPayment Instructions
(required if credit is paid in cash)
Payment Type: ______ACH (domestic) or ______Wire (international)
Payee Name: *
Must match the name of the Third Party memorialized in the Agreement unless otherwise approved by Christie Legal Department.
Address: *
If this is a new vendor, please submit a W9 form
Bank Name / Bank Account / IBAN Number
ABA/Swift Code/CLABE / Country
Section 5 - Approval
(All approvals must be completed before the application is submitted to Customer Service for processing)
** Required anytime a payment is required as opposed to a credit on Dealer’s account with Christie
Title / Print Name / Signature / Date
Legal Department*
VP of Sales
VP of Finance**
Exec. VP of Sales
CFO
President
Approval Levels
Commission Percentage of Sales (from Section 2) / Approver
0%-25% / Regional VP Sales, VP of Finance, Christie Legal Department Attorney
26%-35% / Above plus Executive VP of Sales and CFO
36% + / Above plus President

IV.Third Party Compensation Agreement

(Please see next page)


THIRD PARTYCOMPENSATION AGREEMENT

This Third PartyCompensation Agreement (this “Agreement”) is made as of ______, 20__ by and between Christie Digital Systems USA, Inc. [or Christie Digital Systems Canada Inc. as appropriate] (“Christie”) and ______

(“_____”).

RECITALS

A.______is a reseller engaged in the business of, among other things, selling Christie products to end users of such products.

B.______has identified an opportunity (the “Opportunity”) for the sale of Christie products to ______(“End User”). The nature of the Opportunity is generally described in Exhibit A attached to this Agreement. However, in order to capitalize on the Opportunity, it will be necessary for Christie to sell Christie products directly to End User.

C.On the terms and subject to the conditions set forth in this Agreement, Christie will pay compensation to ______for introducing the Opportunity to Christie and for the items and/or services described in Exhibit B attached to this Agreement.

NOW, THEREFORE, the parties hereby mutually agree as follows:

1.Compensation. On the terms and subject to the conditions set forth in this Agreement, Christie will pay to ____ the sum of US$______as compensation to ______for introducing the Opportunity to Christie and for the items and/or services described in Exhibit B attached to this Agreement.

Alternative provision:

1.Compensation. On the terms and subject to the conditions set forth in this Agreement, Christie will pay to ______per cent (__%) of the Net Invoice Price of the items supplied by Christie to End-User in connection with the Opportunity. “Net Invoice Price” means the purchase price of the items sold to End-User in connection with the Opportunity excluding freight charges, insurance charges, sales taxes, use taxes, VAT taxes, excise taxes, other similar taxes and customs duties.

2.Compensation Remittance. Christie will remit to ______the compensation provided for in Section 1 within thirty (30) days after Christie’s receipt from End User of full payment for all items supplied by Christie to End User in connection with the Opportunity and the period within which the items supplied by Christie to End User in connection with the Opportunity can be returned to Christie. [Insert A or B below as applicable]

  1. Remittance will be in the form of a credit on Dealer’s account with Christie.

OR

  1. Remittance will be in the form of a cash payment to Dealer. Dealer hereby instructs Christie to remit cash payment as follows:

Payee Name:

Payment Type (check one): _____ ACH (U.S. only) or _____ Wire (international)

Payee address:

Bank Name:

Bank Account / IBAN Number:

ABA/Swift Code/CLABE:

Country:

3.______Support. _____ will timely provide all of the items and services described in Exhibit B attached to this Agreement.

4.Anti-Bribery Laws. ______represents, warrants and covenants to Christie that ______will not directly or indirectly make any payment or provide anything of value to any third party, including without limitation End User, any employee or agent of End User, any government official, or any member of a political party, to improperly influence such third party in connection with the Opportunity, and will not violate any anti-bribery law in effect in any jurisdiction, including the Foreign Corrupt Practices Act as in effect in the United States of America, the UK Bribery Act 2010 in effect in the United Kingdom and the Corruption of ForeignPublic Officials Act in effect in Canada.

5.Governing Law. This Agreement is governed by, and shall be construed and enforced in accordance with, the laws of the State of California, USA (excluding that body of law relating to conflicts of law).

Alternative provision:

5.Governing Law. This Agreement is governed by, and shall be construed and enforced in accordance with, the laws of the Province of Ontario, Canada (excluding that body of law relating to conflicts of law).

6.Entire Agreement. This is the entire agreement of the parties with respect to the subject matter hereof.

7.No Assignment. ______may not assign this agreement or any of its rights hereunder without the prior written consent of Christie.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

CHRISTIE DIGITAL SYSTEMS USA, INC.

[or CHRISTIE DIGITAL SYSTEMS CANADA INC. as appropriate]

By: ______Authorized Representative

______

[INSERT THIRD PARTY COMPANY NAME]

By: ______Authorized Representative

EXHIBIT A

Description of Opportunity

EXHIBIT B

Items and Services to be Provided by Third Party ______

[1] Once you have obtained the pre-approval utilizing the Management Pre-Approval form as set out in Step 1, please contact the Christie Legal Department to assist in preparation of the Dealer Compensation Agreement so Christie attorneys can revise the Agreement to best reflect the terms of the arrangement BEFORE it is presented to the Dealer.