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Section 9- Vendor Compliance Program Chargebacks and PoliciesAll vendors are required to comply with each point of the Vendor Standards Manual unlessinstructed otherwise by our purchase order.This section includes samples of: A Service Center Freight Inspection Report which the receiving team uses for detailed listing ofall vendor violations and chargeback amounts A Service Center Vendor Violation Notification Letter which is sent to the vendor callingattention to the chargebacks being applied against their invoiceIt is our goal to assist you in understanding these requirements to avoidchargebacks and to help you achieve full compliance. Any and all ordersreceived at Footlocker.com/Eastbay Service Center will be monitored forcompliance and all deviations from these guidelines will be reported to you sothat you may change processes to achieve compliance.Effective immediately, deviations will be charged against current and/orfuture invoices as damages. You will be notified by the Service Center VendorCompliance Department of all chargebacks incurred, and again by AccountsPayable upon payment of your invoices. The chargeback will be deducted fromyour payment and the vendor compliance error noted.Please direct all questions to the Distribution Center’s Vendor RelationsDepartment listed in page 1-1. (715) 261-925935

Section 9- Vendor Compliance Program Chargebacks and PoliciesCancellation Policy All orders must be delivered on or before the expected delivery date and the cancellation date We will not accept any product beyond the cancellation date without authorization from theMerchandise Managers or Vice President Merchandising.Over shipment PolicyOur Service Center is authorized only to receive the amount of product contracted for in thepurchase order agreement (Code 601) Any deviation in the sizes or excess over the purchase order agreement will be returned to thesupplier at their expense Only the Merchandise Managers or Vice President Merchandising may authorize an overshipment Right to Reject Non-Conforming MerchandiseDelivery of merchandise, which does not conform to the terms of our purchase order as to quality,quantity, assortment, packing, and packaging or in any other respect, will be deemed to materiallyimpair the value of the merchandise and constitutes a breach of the terms of our purchase order.We shall have the right to cancel the purchase order and/or reject and return to the vendor, at thevendor’s expense, all or any part of the merchandise. Such returns will not require prior notice tothe vendor, but notice will be given whenever possible and the return itself shall be adequate noticeof rejection of the merchandise. All such returns that are refused by the vendor will be deemedabandon, and will be disposed of at our discretion.Vendor Merchandise Returns (RTV’s)FOB Terms- All Merchandise returns (RTV’s) are to be shipped with the FOB Terms “FOBshipper’s (Footlocker.com/Eastbay, Inc.) dock”. The FOB terms are to be written into the terms andconditions of the vendor’s return authorization document. RTV’s include, but are not limited to;consignment merchandise, defective merchandise, vendor accommodations, po over shipmentsand non Eastbay Product. There will be a 40 administrative charge to all vendors for processingthe rtv plus the vendor is responsible for all shipping costs to return the products.36

Section 9- Vendor Compliance Program Chargebacks and PoliciesFreight Inspection ReportFIR No:Completed By:Date:Total Cases:PO#Total Units:Vendor:CHECK ALL THAT APPLY TO POALL CODES THAT CONTAIN AN * MUST HAVE PROPER PROOF ATTACHEDUnits Violations*101*201Wrong Description, sku or size on labelPO Violations601Units not ticketed with in caseCarton/Merchandise ViolationsShipped over from PO*604Missing/Incorrect/Incomplete packing slip*605Incorrect/Incomplete Bill of Lading*608Incorrect ASNManual ASN, not EDI*401Missing UCC 128 label*609*402Incorrect UCC 128 label610*403UCC 128 label scans incorrectly*404UCC 128 label does not scanMissing ASNRouting Violations501Carton specifications (No inserts)904Freight Charges on Merchandise Invoice*502Incorrect Common Shipping Label913Unauthorized PO (routing never requested)Cases Sealed with bands/staples/glue914Unacceptable PO503*504Merchandise on hangers*505Not individually polybagged506(routing for PO denied shipped anyway)Mixed sizes/ Pos/ SKU*507Concealed shortages in case*508Damaged/wet merchandise*509Units not folded*510No suffocation warning on polybag*513Undersized cases*514Oversized cases*515Underweight cases*516Overweight casesVIOLATION DETAILViolationCode# of UnitsAffectedComments37

Section 9 – Vendor Compliance Program Chargebacks and PoliciesUnit InformationCodeViolation DescriptionChargeback Policy101104105106201206Wrong description, SKU, or size on stickerWrong ticket location / ticket not easily scannableBar code will not scan or scans incorrectlyWrong label typeUnits not ticketed within the caseUPC not on catalog at order entry or receipt 50 UPCs 1.00 per unit (Minimum charge of 100.00) 1.00 per unit (Minimum charge of 100.00) 1.00 per unit (Minimum charge of 100.00) 1.00 per unit (Minimum charge of 100.00) 1.00 per unit (Minimum charge of 100.00) 25.00 plus 0513514515516Carton/Merchandise ProblemsViolation DescriptionMissing UCC 128 LabelIncorrect UCC 128 LabelUCC 128 Label Scans IncorrectlyUCC 128 Label will not scanCarton SpecificationsIncorrect markings on cartonPlastic bands/staples/glue on cartonsMerchandise with hangersNot individually polybagged or packagedMixed sizes, POs, or SKUs in cartonConcealed shortageDamaged/Wet merchandiseNo suffocation WarningUnder Sized CasesOver Sized CasesUnderweight CasesOverweight CasesChargeback Policy 5.00 per carton or 200.00 whichever is greater 5.00 per carton or 200.00 whichever is greater 5.00 per carton or 200.00 whichever is greater 5.00 per carton or 200.00 whichever is greater 1.00 per Case (Minimum charge of 100.00) 1.00 per Case (Minimum charge of 100.00) 1.00 per Case (Minimum charge of 100.00) 1.00 per Unit (Minimum charge of 100.00) 1.00 per Unit (Minimum charge of 100.00) 1.00 per Unit (Minimum charge of 100.00) 1.00 per Unit (Minimum charge of 100.00) 1.00 per Unit (Minimum charge of 100.00) 1.00 per Unit (Minimum charge of 100.00) 1.00 per Unit (Minimum charge of 100.00) 1.00 per Unit (Minimum charge of 100.00) 1.00 per Unit (Minimum charge of 100.00) 1.00 per Unit (Minimum charge of 100.00)PO Violations/DocumentationCodeViolation Description601Shipped over from PO602Product substitution (color, style, etc.)604Missing/Incorrect/Incomplete packing slip605Incorrect/Incomplete Bill of Lading606PO Shipped late607Cancellation of purchase order by vendor608Incorrect ASN609Manual ASN, Not EDI610Missing ASNCode701702703704801802Chargeback Policy 1.00 per Unit (Minimum charge of 100.00)5% of Receipt (Not to Exceed 1,000.00) 100.00 per Occurrence 100.00 per Occurrence1% of PO cost per Day (not to exceed 20%)20%of value of items cancelled on purchase order 200.00 per occurrence 200.00 per occurrence 200.00 per occurrenceLoad Tender ViolationsViolation DescriptionLate DeliveryNo ShowsNo appointmentReloading of Non Eastbay PO#sChargeback Policy 50.00 200.00 200.00 1.00 per Case (Minimum charge of 100.00) shipping costs 200.00 per Pallet5% of Receipt (Not to Exceed 1,000.00)Palletization without authorizationTrailer not loaded by PO/SKURouting Violations – DomesticCodeViolation DescriptionChargeback Policy901Unauthorized Carrier100% of Freight Amount902Invalid FOB Terms100% of Freight Amount903Ship Frequency100% of Freight Amount904Freight Charges on Merchandise Invoice100% of Freight Amount905Incorrect Destination100% of Freight Amount906Shipments not Combined on Single Bill of Lading100% of Freight Amount907Unauthorized Released Value100% of Freight Amount908Incomplete/Inaccurate Routing Request Form 25.00909Truck load shipments must not exceed a two hour load time100% of Freight Amount910Specific Routing Instuctions not listed on Bill of Lading100% of Freight Amount911Actual Gross Weight of Shipment not Listed on Bill of Lading100% of Freight Amont913Unauthorized PO shipped (routing never requested for PO) 140.00 per Occurrence914Unacceptable PO shipped (routing for PO denied but shipped anyway) 140.00 Per OccurrenceNote: In the category of unit ticketing if more than one error is made on an individual ticket you will not incur more than 1.00 per unit. The 100.00Minimum charge will not apply to fees assessed at less than a 1.00 per unit. A 40.00 Administration Fee will be assessed to all routing violations38

International Trade ViolationsCodeViolation Description909-81Final documents not complete, correct or accurateChargeback policy 100.00 per occurrence, maximum of 500.00 per setof documentsFailure to surrender original documents to forwarder/consolidatorwithin the time frame specified in section 13 of VSMOriginal documents received by the broker not the same asauthorized by International Trade 500.00 per occurrence plus any additional chargesincurred 500.00 per occurrence plus any additional chargesincurredIncorrect mode of transportation, forwarder/consolidator, orinternational Freight terms as specified in section 10 of the VSMFailure to submit booking within the specified time in Section 13of the Vendor Standards Manual100% of Actual Footlocker.com Freight amount 250.00 per occurrence plus any additional chargesincurred for delay910-81911-81912-81917-81Difference between the min. acceptable load abilityper section 13 of VSM and the footlocker.com perCBM rate multiplied by their per CBM rate 250.00 per occurrence plus any additional chargesincurred for delay923-81Minimum loadibility not met per section 13 of the vendorstandards manualFailure to surrender final documentation within the time specifiedin section 13 of the vsmAir weight increase from original estimation as outlined in section13 of the vsmOrigin (prepaid) charges to the account of the vendor as outlinedin section 13 of the vsm924-81Late ISF Filing/Amendment to ISF Filing 500.00/Filling 20.00/transmission cost mitigatingfees926-81CPSC Failure 100 per violation919-81920-81922-8139difference in estimated cost and actual100% of the actual cost

Section 9 – Vendor Compliance Program Chargebacks and PoliciesThis is a copy of the email that will be sent to you outlining the violations andchargebacks associated with each violation. All chargeback disputes must be in writingand sent to the Vendor Compliance Specialist via email or mail.Footlocker.com/Eastbay will not research inquiries for receipts over 6 months old.Dear Vendor,Please find attached, a summary of chargeable violations against a recently receivedorder for the above mentioned time period. The Accounts Payable Department has been advisedto make the deduction from the payment of your invoice.Please make note of the specific violations and take steps to avoid them in the future. Ifyou have any questions, please contact me via email at skyle@eastbay.com.You may access our vendor compliance manual online @ http://www.footlockerinc.com/VSM/new VSM site/eastbay main.htm.Username- pdf eastbayPassword- vsmeastbayYou will now be receiving your violation notifications via email. We will no longer be mailing apaper copy. If someone in your office should also be receiving this notification please let meknow their email address and I will add them to the list.Thanks,Stacey KyleVendor Compliance SpecialistFootlocker.com/EastbayPhone -715-261-9259Fax -715-261-901240