C O M P E N S AT I O N P L A N

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1 COMPENSATION PLAN

2 WELCOME TO MODERE MODERE IS CONNECTING DOTS. FROM CUSTOMER INNOVATION, TO PRODUCT EXPERIENCES OUR MODEL IS BOLD AND OUR COMMUNITY IS STRONG. TOGETHER WE ARE CREATING AN ENTIRELY NEW APPROACH, WHERE EVERY SINGLE PARTICIPANT CAN MAKE A POSITIVE IMPACT, AND DEFINE THEIR UNIQUE LEVEL OF SUCCESS. WE ARE A VIBRANT TEAM OF INDIVIDUALS DEDICATED TO DELIVERING QUALITY EXPERIENCES AND SHAPING HEALTHY LIFESTYLES. OUR PASSION ALIGNS US, OUR BELIEF DRIVES US. It all starts with the customer. If we provide them with the best experience possible, it creates the greatest opportunity for each of us. Our compensation model is built to support the behaviours that define the experience, that create the value and supports our Healthy Home mission. Our primary focus at Modere is about attracting, retaining and growing customers. We support that value proposition by providing a plan that rewards members who have incredible abilities to attract customers and the drive to build strong teams. Diving into the details of the Modere Compensation Plan may appear complex, but it is all simplified by focusing on three natural behaviours: Acquire Customers. Become a Team Leader. Develop Team Leaders. Focus on these key activities and you will excel with Modere. 1

3 MODERE CAREER PATH Members who demonstrate drive and ability to promote the brand and build teams of Social Marketers will reap the rewards. As a Social Marketer you have the opportunity to meet specific monthly requirements and progress through the Modere Career Path. Progression on this path opens up amazing opportunities for increased earning potential and recognition. Once a Social Marketer achieves a new Title, the qualification becomes effective immediately allowing them to be paid at their new Title in the same bonus month. QUALIFICATIONS REQUIRED IN SAME BONUS MONTH SOCIAL MARKETER TITLE SHORT TITLE SOCIAL MARKETER PERSONAL POINTS (MP) ORG. POINTS 3 LEVELS (OP3) LIFETIME CUSTOMER COUNT (LCC)* QUALIFIED LEGS ORG. POINTS (OP) ORG POINTS MAX LEG ORG POINTS EXCLUDING YOUR MAX LEG ORG POINTS Consultant C Senior Consultant SC 150 1, SM Leg 1, Team Leader TL 150 3, SM Leg 3,000 1,500 1,500 Senior Team Leader STL 150 3, Q SC Leg 6,000 3,000 3,000 Director 1 D , Q TL Leg 12,000 7,000 5,000 Director 2 D , Q TL Legs 25,000 15,000 10,000 Director 3 D , Q TL Legs 50,000 35,000 15,000 Elite 1 E , Q TL Legs 100,000 70,000 30,000 Elite 2 E , Q TL Legs 200, ,000 60,000 Elite 3 E , Q TL Legs 400, , ,000 *The Lifetime Customer Count is waived for up to and including May 2016 bonus month. SALES TITLE SOCIAL MARKETER PERSONAL POINTS (MP) CUSTOMER POINTS (CP) Bronze Silver 150 1,000 5 Gold 150 2, Platinum 150 3, Platinum , ACTIVE CUSTOMER COUNT (ACC) The Modere Career Path includes recognition and titles for Social Marketers who reach important milestones in monthly customer sales. This special recognition is added to the Social Marketer s title recognising their efforts of promoting product and building their Customer Pod. < Sales Title Break Down A Social Marketer who achieves the Social Marketer Title of Director 1 and also earns the Customer Sales Title of Silver would be known as Director 1 Silver, or Silver D1. Platinum ,

4 SHARING BONUS CUSTOMER POD POINTS < 300 CP 10% 300+ CP* 15% 500+ CP* 20% PERCENT EARNED *Social Marketers must have a minimum of 150 MP to earn 15% or 20% on their Customer Pod Points (CP) Earn up to an additional 20% on your Customer Pod Points (CP). Sharing Bonuses are just one of three ways a Social Marketer can earn commission from their Customer Pod Points, which are the purchases from all customers within the Social Marketer s Customer Pod (with no depth limitations) plus Virtual Customer Points generated by the Social Marketers, personal Marketer Points in excess of 150MP. Based upon the amount of CP in their Pod, a Social Marketer can earn anywhere from 10%-20% of the CP amount. The more CP a Social Marketer has in their Customer Pod, the greater their earning ability. Social Marketers with less than 150 MP or less than 300 CP can earn a maximum of 10%. Social Marketers must have at least 150 MP to earn 15% or 20% on monthly Customer Pod Points. 3

5 MONTHLY SELLING REWARD Earn up to an additional $1,000 every month Social Marketers who achieve select levels of Customer Pod Points (CP) and a minimum Active Customer Count (ACC) in the same bonus month earn the Monthly Selling Reward. This reward can be earned each month a Social Marketer meets the requirements. These generous bonuses range from $100 to $1,000 and are in addition to the Sharing Bonus. TITLE MARKETER POINTS (MP) CUSTOMER POD POINTS (CP) ACTIVE CUSTOMER COUNT (ACC) MONTHLY SELLER REWARDS BONUS Silver 150 1,000 5 $100 Gold 150 2, $250 Platinum 150 3, $500 Platinum , $750 Platinum , $1,000 CONSISTENCY SELLING REWARD Earn up to $4,000 annually for Consistent Selling When a Social Marketer qualifies for a Monthly Selling Reward for three consecutive months they earn a Consistency Selling Reward. The Consistency Selling Reward is based upon the lowest Monthly Selling Reward achieved over that 3 month period. For example, if a Social Marketer qualifies for the $250 Monthly Selling Reward in September, $100 Monthly Selling Reward in October and a $250 Monthly Selling Reward in November, they will qualify for an additional $100 Consistency Selling Reward in November. If a Social Marketer qualifies for the $500 Monthly Selling Reward in September, October and November, they will qualify for an additional $500 Consistency Selling Reward in November. TITLE MARKETER POINTS (MP) CUSTOMER POD POINTS (CP) ACTIVE CUSTOMER COUNT (ACC) 3 MONTH CONSISTENCY SELLING REWARD Silver 150 1,000 5 $100 Gold 150 2, $250 Platinum 150 3, $500 Platinum , $750 Platinum , $1,000 4

6 CUSTOMER UNILEVEL COMMISSIONS Customer Points (CP) generated from purchases made by your Social Marketers Customer Pods are paid through the Customer Unilevel Matrix. As a Social Marketer progresses further through the career path they can earn anywhere from 3%-5% on a pay level, up to 5 levels deep. SC TL STL D1 D2 D3 E1 E2 E3 Level 1 4% 5% 5% 5% 5% 5% 5% 5% 5% Level 2 4% 5% 5% 5% 5% 5% 5% 5% 5% Level 3 5% 5% 5% 5% 5% 5% 5% 5% Level 4 2% 3% 3% 4% 4% 4% 4% Level 5 3% 3% < Payout Compression Paid Level 1 Level 1 Qualified Team Leader The Customer Unilevel Matrix features compression, which ensures Social Marketers earn the highest possible payout on their organisations. Paid Level 2 Paid Level 3 Level 2 Level 3 Level 4 Qualified Consultant Qualified Senior Consultant Non-Qualified Consultant If a Social Marketer in your organisation does not qualify at a minimum title of Senior Consultant, their first level downline is considered the same paid level as that Social Marketer (their sponsor) and their second actual level and their downline s paid level is compressed by one level. That same compression is applied to your entire organisation. Any Social Marketers who qualify below the title of Senior Consultant and their downline are considered one paid level until the next qualified Senior Consultant is identified within their organisation/downline. Level 5 Qualified Senior Consultant 5

7 SOCIAL MARKETER FIRST ORDER BONUS Sponsors earn 25% and first qualified upline s earn 10% on the first 150 points of a new Social Marketer s first order. The First Order bonus is paid on a new Social Marketer s first order s initial 150 points to both their sponsor and their first qualified upline. To be qualified for the First Order Bonus a Social Marketer must qualify with 150 MP in the same bonus month as the first order points. Qualified sponsors receive a 25% commission on the first 150 points of a new Social Marketer s first order. The next qualified upline receives 10% commission on the first 150 points of a new Social Marketer s first order. Any first order points in excess of 150 will be considered Virtual Customer Points and will be paid out through standard customer commissions. For First Order Bonuses to apply, a Social Marketer s first order must be placed within 14 days from their joining date. Otherwise all points from the order will be considered regular Social Marketer points and standard commissions will be paid accordingly. 6

8 SOCIAL MARKETER UNILEVEL COMMISSIONS The first 150 Marketer Points (MP) from each Social Marketer in your organisation are paid through the Social Marketer Unilevel Matrix. Any Marketer Points in excess of 150 MP are considered Virtual Customer Points that are paid through Sharing Bonuses and Customer Unilevel commissions. As a Social Marketer progresses further through the career path, they can earn anywhere from 2%-5% on a pay level up to 8 paid levels deep. SC TL STL D1 D2 D3 E1 E2 E3 Level 1 4% 5% 5% 5% 5% 5% 5% 5% 5% Level 2 4% 5% 5% 5% 5% 5% 5% 5% 5% Level 3 5% 5% 5% 5% 5% 5% 5% 5% Level 4 2% 3% 3% 4% 4% 5% 5% Level 5 3% 3% 4% 4% 5% Level 6 3% 3% 4% 4% Level 7 3% 4% 4% Level 8 3% 4% < Payout Compression Paid Level 1 Level 1 Qualified Team Leader The Social Marketer Unilevel Matrix features compression, which ensures Social Marketers earn the highest possible payout on their organisations. Paid Level 2 Paid Level 3 Level 2 Level 3 Level 4 Qualified Consultant Qualified Senior Consultant Non-Qualified Consultant If a Social Marketer in your organisation does not qualify at a minimum title of Senior Consultant, their first level downline is considered the same paid level as that Social Marketer (their sponsor) and their second actual level and their downline s paid level is compressed by one level. That same compression is applied to your entire organisation. Any Social Marketers who qualify below the title of Senior Consultant and their downline are considered one paid level until the next qualified Senior Consultant is identified within their organisation/downline. Level 5 Qualified Senior Consultant 7

9 DYNAMIC BONUS EXAMPLE Earn between 4-6% on your largest paid level within your first 3 paid levels of both the Social Marketer Unilevel Commissions and Customer Unilevel Commissions. Achieving and maintaining Team Leader up to and including Elite 1 title has many advantages including eligibility for the Dynamic Bonus. PAID LEVEL Level 1 1,000 POINTS PER LEVEL TL - STL DYNAMIC BONUS APPLIED D1 - E1 DYNAMIC BONUS APPLIED The Dynamic Bonus is an extra 4 or 6% bonus that is applied to the paid level with the most points within the Social Marketer and Customer Unilevel Commissions first three paid levels. This allows Team Leaders and Senior Team Leaders to earn 9% and Directors and Elite 1 s to earn 11% on the paid level that has the largest amount of points. Level 2 1, % + 6% Level < Dynamic Bonus Example The Dynamic Bonus is applied to the second level because it has the most points. 4 & MORE BUILDER BONUS TITLE Director + 2% Elite + 3% APPLIED TO ALL PAID LEVELS Earn an additional 2-3% on your 4th Leg and beyond within the Social Marketer Unilevel Commissions and Customer Unilevel Commissions. Directors and Elites who develop more than three personally sponsored teams (legs) are eligible to receive the Four & More Builder Bonus. The three personally sponsored Teams (Legs) with the most organisational points are considered teams one through to three. All other personally sponsored teams (Legs) are considered four & more. For teams four & more, eligible Social Marketers earn an extra 2 or 3% commission on all Unilevel compressed paid levels in addition to the standard Unilevel Commissions. 8

10 TITLE ADVANCEMENT BONUS TITLE TITLE ADVANCEMENT BONUS X 3 MONTHS TL $750 $750 E1 $12,000 QUALIFIED SPONSOR TITLE MATCHING BONUS X 3 MONTHS Earn up to $750 when promoted to Team Leader or up to $12,000 when promoted to Elite 1. When a Social Marketer is promoted to Team Leader for the first time, they will receive a $250 one-time title advancement bonus. That Team Leader is then eligible to receive an additional second and third month consistency bonus of $250 per bonus month in the two consecutive bonus months that they continue to qualify at Team Leader or higher. When a Social Marketer is promoted to Elite 1 for the first time, they will receive a $4,000 one-time title advancement bonus. That Elite 1 is then eligible to receive an additional second and third month consistency bonus of $4,000 per bonus month in the two consecutive bonus months they continue to qualify at Elite 1 or higher. If a Social Marketer does not qualify for the title advancement consistency bonus in the second consecutive month, they are still eligible for the title advancement consistency bonus in the third consecutive month, if they re-qualify at the appropriate title or higher. Title Advancement bonuses are only paid once per bonus month in the Social Marketer s home market, when they qualify under the conditions stated above. TITLE ADVANCEMENT/ CONSISTENCY MATCHING BONUS Earn up to $750 for first level Social Marketers who Title Advance and Maintain the title of Team Leader. Another incentive to achieve Team Leader and develop new Team Leaders is the Team Leader Title Advancement Matching Bonus. Team Leaders or higher, are eligible to earn a $250 Matching Bonus each time they develop a first level Team Leader that maintains the title of Team Leader or higher for two consecutive months within the first four bonus month period they are title advanced to Team Leader (the bonus month that the Social Marketer title advanced to Team Leader is considered the first bonus month of the four month period). To qualify for a matching bonus, a sponsor must qualify at the title of Team Leader or above for 2 consecutive bonus months, which include the bonus month they are eligible for the matching bonus and the preceding bonus month. If the sponsor is not qualified at Team Leader or above the next upline qualified at Team Leader or above is eligible for a $125 Matching Bonus under the same rules as above. 9

11 TITLE ADVANCEMENT/ CONSISTENCY MATCHING BONUS EXAMPLES Example 1: New Team Leader qualifies as Team Leader in all 3 bonus months and upline maintains Team Leader qualification. All matches paid, because qualified in all bonus months. EXAMPLE 1 MONTH 1 MONTH 2 MONTH 3 MONTH 4 2nd upline TL TL TL TL TL 1st upline TL TL TL - paid $250 Match TL - paid $250 Match TL - paid $250 Match New TL TL - paid $250 TL - paid $250 TL - paid $250 TL Example 2: New Team Leader does not maintain 2 consecutive bonus months in bonus months 1 and 2, but does in Months 3 and 4 (only bonus month 4 is a match paid; based on 2 consecutive month rule): EXAMPLE 2 MONTH 1 MONTH 2 MONTH 3 MONTH 4 2nd upline TL TL TL TL TL 1st upline TL TL TL - no match paid TL - no match paid TL - paid $250 Match New TL TL - paid $250 SC TL - paid $250 TL Example 3: New Team Leader qualifies as Team Leader in all 3 months. Sponsor does not qualify as Team Leader for 2 consecutive months in bonus months 1 and 2. Match paid to upline Team Leader with 2 consecutive Team Leader bonus month qualification: EXAMPLE 3 MONTH 1 MONTH 2 MONTH 3 MONTH 4 2nd upline TL TL TL - paid $125 Match TL TL 1st upline TL SC TL - no match paid TL - paid $250 Match TL - paid $250 Match New TL TL - paid $250 TL - paid $250 TL - paid $250 TL 10

12 LIFESTYLE BONUS Director 1 s and above who have a monthly global seamless market commission of $2,000 or more (in home country currency, GST exclusive), monthly Organisation Points of 20,000 and 2 qualified Team Leader legs in their global seamless market for 3 consecutive bonus months qualify for a Lifestyle Bonus. To be eligible for the Car Bonus a Social Marketer must qualify as a Director 1 or Above, with a monthly global seamless commission of $2,000 or more (in home country currency, GST exclusive), monthly Organisation Points of 20,000 and 2 qualified Team Leader legs in their global seamless market for a minimum of 3 consecutive bonus months. To be eligible for a Lifestyle Bonus a Social Marketer must be a Director 1 or above who has had a Car Bonus Agreement in place with Modere for a minimum of three years. A Social Marketer can only have either a Car or Lifestyle agreement in place at any one time. Modere will pay a monthly Car or Lifestyle bonus payment of $300 minimum (in home country currency, GST exclusive) or 10% of the monthly global seamless market commission entitlement, whichever is the greater, up to a maximum of $1,000 (in home country currency, GST exclusive). Where applicable Car payments cannot exceed the actual loan/ lease repayments and the term cannot extend past the loan/ lease cessation. 11

13 LEADERSHIP DEVELOPMENT BONUSES Directors and Elites can earn a match on their organisation s First Order Bonuses, Social Marketer Unilevel and Customer Unilevel Commissions. The Leadership Development Bonuses are the most attractive and exciting bonuses for Social Marketers. Through a modern and innovative approach it allows them to earn deep into their organisation. Directors and Elites are eligible to earn Leadership Development Bonuses based on the Social Marketer and Customer Unilevel Commissions and First Order Bonuses paid to Team Leaders, Senior Team Leaders, Directors and Elites within the eligible Social Marketer s organisation. Leadership Development bonuses are distinctly different than other bonuses because of the unique way they allow a Social Marketer to be rewarded for building leaders within their team. Additionally these bonuses allow the potential for a Social Marketer to be paid on the same points, multiple times. The power of Leadership Development Bonuses is in the fact that you are paid a percentage of your downline s Social Marketer and Customer Unilevel Commissions (as opposed to the conventional approach of paying on volume on that paid level only). These downline bonuses represent up to 8 paid levels deep compressed volume in your downline s organization (9 paid levels to you), rather than you just getting a percentage on your downline s volume on their paid level only. Modere reserves the right to cap the Social Marketer s total Leadership Development Bonus at 75% of their total Social Marketer and Customer Unilevel Commissions for the same bonus month and at 10% of the total market s monthly commissioned points. STL TL 10% 10% D3 D1 D3 STL 12% 16% Example: Director 3 will earn a 10% match on TLs and STLs, 12% match on D1s, 14% match on D2s and a 16% match on D3 or higher total Customer and Social Marketer Unilevel and First Order Bonuses. This generous bonus will continue to be paid down to and including the first Social Marketer with an equivalent or higher qualified Title in each leg, which is considered a Dynamic Generation. Example: In this scenario the qualified Elite 3 will earn 10% on TLs and STLs, 12% on D1s, 14% on D2s, 16% on D3s, 18% on E1s, 20% on E2s and 22% on E3s total Customer and Social Marketer Unilevel and First Order Bonuses. This generous bonus will continue to be paid down to and including the second Social Marketer qualified at an Elite 3 title, which is considered a Dynamic Generation. D2 E3 TL STL D1 D2 14% < EQUIVALENT QUALIFYING TITLE OF D3 OR ABOVE DEFINES DYNAMIC GENERATION 10% 10% 12% 14% Directors earn Leadership Development Bonuses through 1 Dynamic Generation, and Elites earn Leadership Development Bonuses through 2 Dynamic Generations. D3 16% A Dynamic Generation includes all Team Leaders, Senior Team Leaders, Directors and Elites down to and including the first equivalent, or higher, qualified title Social Marketer. E1 E2 18% 20% DOWNLINE S MATCHING BONUS TITLES Continues to pay, down to and including the next E3 title qualified in the leg E3 22% < QUALIFYING E3 DEFINES DYNAMIC GENERATION ELIGIBLE TITLES TL STL D1 D2 D3 E1 E2 E3 D1 10% 10% 12% 12% 12% 12% 12% 12% D2 10% 10% 12% 14% 14% 14% 14% 14% D3 10% 10% 12% 14% 16% 16% 16% 16% E1 10% 10% 12% 14% 16% 18% 18% 18% E2 10% 10% 12% 14% 16% 18% 20% 20% E3 10% 10% 12% 14% 16% 18% 20% 22% 12

14 GLOSSARY ACRONYM TERM DEFINITION ACC Active Customer Count Total number of Customers in a Social Marketer s Customer Pod who have purchased products that have generated a minimum of 1 point in a given bonus month. A Social Marketer with personal marketer points >150, therefore generating Virtual Customer Points, will also be considered as 1 Active Customer. AL Level The depth level of any particular downline in relation to their upline, with the upline s level considered actual level zero. Bonus Month Compression Aligns with the calendar month with the exception where a calendar month falls on a public holiday or weekend where a next business day will be assigned as the last day of the bonus month. It is used to assign points for qualification and bonus purposes. A Social Marketer can allocate either the current or future bonus month for a Social Marketer s purchase s points only. Customer purchases will always be allocated to the current bonus month. A methodology used to assign paid levels to downline in a Social Marketer s organisation that maximises a Social Marketers commissions. Please see compression example on pages 5 and 7 for further explanation. CP Customer Points Points from products purchased by customers in a Social Marketer s Customer Pod. Dynamic Generation A form of compression used to maximise a Social Marketer s Leadership Development Bonuses. A Dynamic Generation includes all Team Leaders, Senior Team Leaders, Directors and Elites down to the first equivalent or higher, qualified title Social Marketer. Please see examples on page 12 for further explanation. LC Lifetime Customer A customer whose Modere account has a history of at least one product purchase. If a Social Marketer converts to a customer, they will only be considered a Lifetime Customer when they make a Modere purchase as a customer. LCC Lifetime Customer Count Total number of Lifetime Customers in a Social Marketer s Customer Pod. SM Leg or Leg Social Marketer Leg or Leg A personally sponsored or first level Social Marketer and their organisation (if any) constitute a Leg in your organisation. Max Leg Maximum Leg Organisation Points Amount The maximum amount of organisation points from a downline Leg that can be counted towards a Social Marketer s organisation points for bonus month qualification purposes only. The maximum leg rule also applies to a Social Marketer s own Marketer Points and Customer Pod Points (which includes Virtual Customer Points). Standard commissions still apply to all these points. MP Marketer Points Points from products personally purchased by a Social Marketer. OP Organisation Points Includes a Social Marketer s own Marketer Points, Virtual Customer Points and Customer Points from their Customer Pod and all Marketer Points, Virtual Customer Points and Customer Points from the Social Marketer s entire organisation. OP3 Organisation Points within 3 Active Levels Includes a Social Marketer s own Marketer Points, Virtual Customer Points and Customer Points from their Customer Pod and all Marketer Points, Virtual Customer Points and Customer Points from downline s Customer Pod s within the first three active levels of their organisation. Active levels compression is based on Social Marketer s with minimum of 150 MP for bonus month. PL Paid Level The depth level of any particular downline in relation to their upline, with the upline s level considered actual level zero. However, unlike actual level which indicates the true level of a downline, a paid level is assigned based on a downline s bonus month qualifications. Please see compression example on pages 5 and 7 for further explanation. 13

15 GLOSSARY CONTINUED ACRONYM TERM DEFINITION Pod Personal Customer Pod A Social Marketer s personally sponsored customers and all of the customers referred by their personally sponsored customers or referred customers with an unlimited depth. Q SC Leg Qualified Senior Consultant Leg A personally sponsored or first level Social Marketer and their organisation that has a minimum of one qualified Senior Consultant or higher in that leg in the bonus month. Q TL Leg Qualified Team Leader Leg A personally sponsored or first level Social Marketer and their organisation that has a minimum of one qualified Team Leader or higher in that leg in the bonus month. VCP Virtual Customer Points A Social Marketer s Marketer Points in excess of 150 in a bonus month are considered Customer Sales and treated as Virtual Customer Points. If a Social Marketer has a VCP value greater than zero in a bonus month this also contributes as one Active Customer in their Active Customer Count. Note: The Modere Marketing and Compensation Plan, together with Social Marketer Application and Agreement, the Modere Policies and Procedures, and the Business Entity Form (where appropriate), collectively form the agreement between the Social Marketer and Modere. 14

16 MODERE AUSTRALIA PTY LTD LEVEL EAST TERRACE ADELAIDE 5000 REVISION 9 02/16