Co-Op Terms and Conditions

Exhibit D Co-Op Terms and Conditions

The Saint-Gobain Solar Gard LLC (“SGSG”) co-op program is designed to help pay for a Panorama® window film dealer’s approved Panorama branded advertising expenditures. SGSG reserves the right to refuse co-op payments on a dealer’s advertising if that dealer does not obtain proper approval or follow the co-op program terms and conditions set forth herein. The SGSG co-op program terms and conditions are as follows:

1. Dealers must have approved, active advertising mediums in place each quarter and use 50% of their available co-op each quarter. 2. Co-op does not accrue or accumulate. Unused co-op will be lost at the end of a quarter. 3. There is a $3,000 minimum quarterly Panorama film purchase requirement to qualify for Panorama co-op credit. 4. Co-op credits are calculated after each quarter ends, based on 10% of that quarter’s Panorama film purchases. 5. Co-op credits will never exceed the Dealer’s total approved advertising expenditures for the quarter. 6. Co-op claims must be submitted no later than 30 days after the end of each quarter. 7. The SGSG co-op department will have up to 30 days after a claim is received to process the claim. 8. Co-op will only be provided to the dealer in the form of a credit on the dealer’s SGSG customer account. That account credit will have a corresponding credit memo document number and the credit memo document may be mailed to the dealer. 9. Only dealers with accounts in current and fully paid status for the entire applicable quarter can qualify for co-op credits. 10. Ads placed using the Panorama Pre-Qualifying Advertisement Kit (must use the most current and published version of the corresponding Ad Kit available at the time of placement) may be approved “As-Is” and automatically qualify for co-op, provided no changes are made other than what is permitted and contained in such Advertising Kit. 11. Dealer’s SGSG invoices for Panorama window film marketing support material purchases may be submitted for co-op credit. 12. Dealer’s expenses for exhibition/show space rental fees and supporting advertising that exclusively represents the Panorama window film product line may qualify for co-op credit provided the Brand Guidelines, available at the Dealer’s Corner of the SGSG web site. Any competitive window film reference featured in any part of the exhibit or supporting advertising will automatically disqualify the exhibition and supporting advertising from co-op credit. 13. Panorama Dealers attending the annual Panorama Dealer Meeting and staying at the designated SGSG meeting hotel for this event may submit their hotel expense for co-op. The maximum qualifying expense for co-op will be up to 3 nights, special meeting rate standard room and tax only. All co-op policy requirements and limitations will apply. Qualifying Panorama Dealer Meeting expenses will be calculated for co-op based on Panorama film purchases only. 14. Fees the Dealer pays to join or renew a membership with a professional organization directly related to Dealer’s promotion of Panorama window film may be submitted for co-op credit. Examples: BOMA, AIA, USGBC (others may be approved, at sole discretion of SGSG). 15. Fees the Dealer pays for marketing and web consultant services directly related to Dealer’s promotion of Panorama window film may be submitted for co-op credit. Approval of such fees shall be at the sole discretion of SGSG.

PDF0274PAN 2/13 • © 2013 Saint-Gobain Solar Gard LLC • All Rights Reserved • www.solargard.com 16. At all times, dealers must comply with the Panorama Dealer Agreement and License Agreement associated with these terms and conditions. This co-op program will automatically terminate with respect to a dealer upon the expiration or termination (for any reason) of the Panorama Dealer Agreement and/or License Agreement with such dealer. Customized ads Customized advertisements or customized advertising shall be defined as any advertising not “As-Is” from the current Panorama Advertising Kit. This may include yellow pages and other print ads, direct mail and other marketing pieces, customized dealer stationary and embroidered items, vehicle wraps and decals, online yellow pages and other online ads, and websites, etc.

1. Customized ads require pre-approval to assure co-op credits. 2. Competitive film brands are NOT allowed in ANY Panorama dealer advertisement. 3. Non-competitive products are allowed; credits are adjusted to the ad percentage promoting Panorama, as determined by SGSG in its sole and absolute discretion. 4. Customized dealer radio/TV ads must contain one Panorama brand mention per 15 seconds of airtime. 5. Online yellow pages and other online advertisements (i.e. business listing with contact info) may qualify for co-op if current Panorama logos are included and placed as defined by the current branding guidelines. If the online listing links or refers to Dealer’s website or e-mail address “@” Dealer’s website, that website must exclusively feature the Panorama brand logo and messaging. Any competitive window film reference featured in any part of the advertisement and or related sites, links or pages will automatically disqualify the advertising from co-op. Co-op claims and claim forms Solar Gard co-op advertising claim forms (Catalog #PDF0273) can be downloaded from the Dealer’s Corner of the SGSG web site. These forms must be used to make a co-op claim. Dealer co-op claim forms must be completed properly, be legible and include all of the following items, or the claim cannot be processed: 1. A sample tear sheet for all printed advertisements. 2. A script and proof of run documentation for commercials. 3. Proof of purchase invoice for each submitted advertising expenditure. 4. A photo of exhibition/trade show. A photo of vehicle/signage/branded materials. Proper logo use The Panorama logo must never be less than 10% of the total ad size to qualify for co-op credit. Current approved logos can be found in the Dealer’s Corner of the SGSG web site or contact the Co-op Department for assistance at 800-282-9031, ext. 1035 or [email protected].

These Co-op Terms and Conditions are subject to change by SGSG and as otherwise provided in the Panorama® Dealer Agreement.