Page 565 - Onboarding May 2017
P. 565

EXHIBIT D

                                        GENERAL PROMOTION GUIDELINES


               Promotional campaigns are an important part of DineEquity’s daily business and DineEquity
               mandates that Distributor adhere to these promotion guidelines:

               •  CSCS will provide Distributor with promotion information including manufacture
                   information approximately 45 days in advance of start date for each promotion.
               •  Distributor is responsible for reviewing and discussing the projected Products, quantities and
                   timelines with all markets they service using the customized ingredient projection
                   spreadsheet.
               •  Special instructions relative to product acquisition will be communicated as needed by CSCS
                   to Distributor.
               •   Distributor will communicate to CSCS any deviations from the projected Product quantities
                   and timelines. All deviations must be reported using the Campaign Review and Projection
                   Revision Letter provided with the promotion information packet. Change requests must be
                   submitted prior to order placement with vendors.
               •   Distributor will be responsible for activating new Products in Distributor’s inventory system
                   immediately upon receipt of promotion information
               •   CSCS will determine and communicate initial inventory requirements to ensure system wide
                   Product availability.
               •   Difficulties in receiving promotion inventory according to the promotion timelines should be
                   communicated to CSCS immediately.
               •   A minimum of four weeks prior to the promotion start date the Distributor will communicate
                   new Product numbers to the restaurants in the market.
               •   Distributor will have all promotion Products available for delivery to restaurants two weeks
                   prior to promotion start date provided required perishable items have sufficient shelf life .
                   CSCS reserves the right to adjust the Product availability date to meet business demands
                   associated with promotion timelines.
               •   Distributor will monitor promotion inventory daily and will complete and make inventory
                   reports available for review by CSCS when requested.  CSCS reserves the right to request
                   inventory reports on a more frequent cycle for items that experience unusual volatility.
               •   Distributor are required to review inventory and promotion sales with regional markets to
                   establish re-orders and place subsequent Product orders with the appropriate manufacturers
                   to ensure continuation of supply for all promotion ingredients in accordance with actual
                   Product movement and promotion end dates, while making every effort to avoid excessive
                   ending inventory.
               •   Distributor will communicate requested deviations to the projected demand plan to CSCS
                   four weeks prior to the promotion start date together with a revised demand plan including
                   the cost implications and/or savings associated with the revised demand plans.  The revised
                   deviations will be discussed and reviewed by CSCS and Distributor no less than three weeks
                   prior to promotion start date.  CSCS will not arbitrarily withhold approval of a deviated
                   demand plan if Distributor’s plan can demonstrate continuity of supply to the Restaurants.
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