CORPORATE RESPONSIBILITY RG Barry incorporates its core values of integrity, quality, innovation, leadership, teamwork and community in all of its business dealings. The Company's Team Members constantly strive to achieve the highest business and personal ethical standards, as well as compliance with all applicable governmental laws, rules and regulations. We believe that it is the responsibility of a good corporate citizen to positively embrace social, environmental and governance factors as part of the overall business strategy. We demand this, not only of ourselves, but of all who provide us with goods and services. TERMS OF ENGAGEMENT KEY BELIEFS R.G. Barry Corporation (“R.G. Barry”) is successful by adhering to three basic beliefs since its founding in 1947: 1. Respect for the Individual 2. Service to our Customers 3. Strive for Excellence R.G. Barry strives to conduct its business in a manner that reflects these three basic beliefs and expects its suppliers to adhere to these beliefs in their contracting, subcontracting and other business relationships. Additionally, because the conduct of R.G. Barry’s Suppliers can be attributed to R.G. Barry and its reputation, R.G. Barry has adopted the FDRA’s Production Code of Conduct. R.G. Barry requires its Suppliers, and their Contractors, to meet the following standards, and reserves the right to make periodic, unannounced inspections of Suppliers’ facilities and the facilities of Suppliers’ Contractors to ensure Suppliers’ compliance with these standards. Following the FDRA’s Production Code of Conduct, R.G. Barry has expounded upon environmental concerns, restricted substances, and regulations. After you have thoroughly read this Terms of Engagement, sign the last page and return to the Compliance Dept. A copy of these terms should be posted in a common area for all employees to review and be aware of. A full copy of the FDRA Production Code of Conduct can be obtained by contacting R.G.Barry’s Compliance Dept. Thank you for your partnership. Sincerely, Kathleen Woods, R.G. Barry Corp Compliance Manager ZERO TOLERANCE ISSUES Human Trafficking, Slavery, Forced Labor, or Child Labor TRANSPARENCY Production Units shall maintain complete and accurate records and information so that compliance can be effectively assessed. Production Units must not falsify or understate any aspects of their operations to FDRA or its representatives. MANAGEMENT SYSTEMS Policies and procedures are in place to ensure the Production Unit and their subcontractors are aware of and comply with applicable laws, regulations and, where stricter, the FDRA Code of Conduct. BUSINESS INTEGRITY Business must be carried out with a high degree of ethics, honesty and fair dealings; ensuring staff is familiar with the FDRA Code of Conduct and does not engage in threats, bribery or corruption practices. The supplier can be held responsible for unethical actions committed by their external partners. Therefore, it is very important that suppliers only work with well‐qualified companies and representatives with a good reputation. Anti‐Bribery The offering, paying, soliciting or accepting of bribes or kick‐backs, including facilitation payments, is strictly prohibited. Suppliers, representatives and their employees must comply with all applicable anti‐bribery and corruption laws. Compliance with the Law FDRA requires all suppliers and Production Units to comply fully with the legal requirements of the countries in which they operate. The standards set forth in this document are a supplement that is also expected to be followed. Compliance with our Code of Conduct FDRA member companies reserve the right to conduct announced and unannounced inspections of all Production Units. Suppliers and Production Units are required to cooperate with the entire process Subcontracting Suppliers or Production Units may not subcontract any operation in the manufacturing process without prior written consent from the factory’s customer, and only after the subcontractor has agreed to comply with the FDRA Code of Conduct. Suppliers and Production Units are responsible for ensuring compliance with the FDRA Code of Conduct by all approved subcontractors who produce merchandise for sale including but not limited to: cutting, sewing, embroidery, printing, laundry/washing, dry processing, garment dyeing, panel knitting, linking, and f inal assembly/packing. ENVIRONMENT In manufacturing operations, adverse effects on the community, environment and natural resources are to be minimized while safeguarding the health and safety of the public. At a minimum, this includes meeting all relevant local and national environmental protection laws, with a goal to meet international environment protection standards. FDRA expects Suppliers and Production Units to work towards the elimination of discharge of hazardous chemicals in the supply chain. LABOR Suppliers must commit to upholding the human rights of workers, to treat them with dignity and respect, and to improve working conditions within their supply chain. Employment is freely chosen Production unit does not utilize forced labor, bonded labor, prison labor, slave labor, or victims of human trafficking in the production of the products. Collective Bargaining Production Unit respects the rights of workers to freely and peacefully associate and collectively bargain. Working conditions A safe and hygienic working environment shall be provided. The structure of the Production Units, including residential facilities provided by the Production Unit, is stable and safe and does not put people in jeopardy. Child labor There must be no recruitment of “child labor” defined as any work by a child under the age of 14, or the minimum working age set by local law, whichever is greater. Production facilities must comply with all local laws and ILO standards regarding the working conditions and restrictions for “young persons,” also known as “juvenile workers.” Wages and benefits Suppliers are expected to adhere to all local and national laws governing wages, overtime, and time off. It is vitally important that suppliers are transparent upfront about any challenges they face complying with any wage and benefit laws. Working hours Suppliers are expected to adhere to all local and national laws governing working hours. Factories are expected to not exceed 60 working hours in a given week and provide one day off for every seven-•‐day period. Overtime must be on a voluntary basis and shall not be demanded on a regular basis and shall be compensated at a premium rate as stipulated by local laws. No discrimination Suppliers shall not engage in, support or tolerate discrimination in employment including recruitment, hiring, training, working conditions, job assignments, pay, benefits, promotions, discipline, termination or retirement on the basis of gender, age, religion, marital status, race, caste, social background, diseases, disability, pregnancy, ethnic and national origin, nationality, membership in worker organizations including unions, political affiliation, sexual orientation, or any other personal characteristics. Regular employment Work performed must be on the basis of a recognized employment relationship established in compliance with national legislation and practice and international labor standards, whichever affords the greater protection. Regardless of the worker type (part time, student worker, etc.), all employees receive at least minimum wage. No harsh or inhumane treatment Physical abuse or discipline, the threat of physical abuse, sexual or other harassment and verbal abuse or other forms of intimidation shall be prohibited. To receive the full FDRA Production Code of Conduct or for any questions regarding this Code or FDRA’s Recognized Responsible Footwear Manufacturers please contact info@fdra.org CONCERN FOR THE ENVIRONMENT & RESTRICTED SUBSTANCES: Our expectation is that the Supplier knows and adheres to your local governments requirements regarding waste and water consumption and receive certification in these areas if so mandated by your locality. Suppliers are expected to follow guidelines that will prevent the future depletion of natural resources and ensure the use of safe materials for manufacturing. We encourage Suppliers to reduce excess packaging and to use recycled and nontoxic materials. Use of any substances listed on the RSLs (Restricted Substances Lists) listed below will result in immediate termination of business by R.G. Barry. Any subsequent lawsuit due to injury or product failure made by government or non-government organizations or end consumers will result in legal action by R.G. Barry. The Supplier will be held liable for any and all lawsuits derived from the Supplier’s non-compliance to the RSLs. A list of regulated or banned materials can be found at: www.oehha.org/prop65.html For a list of restricted toxics in packaging visit TPCH at: www.toxicsinpackaging.org R.G. Barry utilizes the FDRA’s Chemical and Physical Testing Guidebook for RSLs. CPSIA: In 2008 the CPSC set forth legislation known as the Consumer Product Safety Improvement Act (CPSIA of 2008) regulating the use of lead and phthalates in the manufacturing of children’s product. Suppliers are expected to follow these guidelines during production of merchandise for R. G. Barry. For more information about the CPSIA please refer to the CPSC’s website: www.cpsc.gov/en/About-CPSC/ RIGHT OF INSPECTION: R.G. Barry or a third party designated by R.G. Barry will take actions, such as inspection of production facilities, to implement and monitor these standards and to monitor for use of restricted substances during manufacturing. Suppliers will be responsible for all costs associated with audit/inspection failures due to non-compliance for any reason noted on this Terms of Engagement. During the course of inspection it is against R.G. Barry’s ethical standards to approach an R.G. Barry or third party employee with bribes, kickbacks or other similar unlawful or improper payments in order to obtain or retain business. This type of action will result in a failed audit and termination of business by R.G. Barry. Likewise, if an R.G. Barry or third party employee should solicit the Supplier for any type of gratuity R.G. Barry fully expects the Supplier to report the incident immediately to the Global Ethics Office. CONFIDENTIALITY: Suppliers shall not disclose to others and will not use for its own purpose or the purpose of others any trade secrets, confidential information, knowledge, designs, data, skill or any other information considered by R.G. Barry as “confidential”. The “Terms of Engagement” must be posted in a location visible to all employees at all facilities that manufacture products for R.G. Barry. If you know of a violation of these standards by a supplier, factory, or R.G. Barry associate, it is the responsibility of the supplier to contact the R.G. Barry Global Ethics Office. Call toll-free hotline: 1-800-826-6762. The hotline is operated by a third party provider and will forward your confidential, anonymous submission of concerns or complaints to the Chairman of the Audit Committee. Southern China call: 10-800-711-1188 HOME LEADERSHIP CAREERS CORPORATE CONTACT Baggallini Dearfoams