Introduction

Easton-Bell Sports, Inc. and its subsidiaries (collectively referred to as “EBS” or the “Company”) are committed to conducting business with honesty and integrity. We believe that valuing our people; respecting others; working together; designing high- quality, innovative products; providing outstanding service; holding each other accountable; and striving for continuous improvement should be the driving forces behind each and every business decision. We have a responsibility to ensure that our employees, customers, investors and vendors have a clear understanding of these values and how they apply to our every day course of business.

This Code of Business Conduct (the “Code”) provides a general overview of some of the key legal and ethical obligations to be followed by all EBS employees, officers, directors, agents, representatives, consultants, sales representatives, distributors and independent contractors. It also offers guidance on determining the appropriate course of action when faced with an ethical dilemma. Although the Code does not address all situations one might encounter, it outlines the Company’s basic expectations for ethical behavior.

You are expected to have a clear understanding of the basic principles that drive the decisions and actions of our Company. Please review the Code carefully and become familiar with the policies that apply to your job or department. If you have any questions or concerns regarding the information included in this document, please refer to page 11 for a list of resources available to provide you with further guidance. All employees are required to sign the attached Letter of Personal Commitment as a condition of employment with the Company. Please be sure to resolve any doubts or questions you might have before signing.

Conflicts of Interest

A “conflict of interest” exists when a person’s private interest interferes or appears to interfere with the interests of the Company. A conflict situation arises when an employee or officer takes actions or has interests that may make it difficult to perform his or her work objectively and effectively.

The following examples are situations in which a conflict of interest may arise:

• Being employed by or having an investment in an EBS competitor, customer or supplier (other than ownership of less than 1% of a company’s publicly-traded stock), regardless of the individual’s involvement in the day-to-day management of the business.
• Entering EBS into related party transactions such as directing business to a vendor or supplier that is owned or managed by the employee, relative, spouse or domestic partner.
• Accepting gifts, discounts or any other type of personal benefit from a customer or supplier that could influence or determine the Company’s relationship with the customer or supplier.
• Borrowing EBS equipment or materials for personal use without your supervisor’s consent, or performing work of a personal nature on Company time (other than minor interruptions that may occasionally arise).
• Receiving an improper personal benefit as a result of one’s position in the Company. This also applies to your family members. Loans to, or guarantees of obligations of, employees and their family members by one of our vendors are of special concern.
• Promoting, hiring or giving preferential treatment to an employee because of his/her relationship with the supervisor. (i.e., hiring or promoting a relative, spouse or close personal friend.)
• Involving oneself in a romantic or other personal relationship with a subordinate in the direct reporting chain of command which creates conflicting loyalties and compromises one’s responsibilities to EBS.
• Involving oneself in a romantic or other personal relationship with a vendor or customer which creates conflicting loyalties and compromises one’s responsibilities to EBS.

It is impossible to detail every situation where conflicts of interest may arise; therefore, if you have any questions, please refer to page 11 for a list of resources available to provide you with further guidance.

Corporate Opportunities

Employees and officers are prohibited from taking advantage of opportunities discovered through the use of EBS property, information or position without the consent of the Board of Directors. No employee or officer may use corporate property, information or position for personal gain, and no employee or officer may compete with EBS directly or indirectly. Employees and officers owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

Gifts and Entertainment

All dealings with EBS customers and suppliers should be fair and honest. Business decisions should be based on factors such as quality, price and service rather than outside influences. EBS employees should not accept any gift that could influence his or her judgment with respect to an EBS vendor. Examples of acceptable gifts to be given or received include promotional items with token or nominal value such as pens, calendars, hats, etc. Gift baskets and food should be shared among coworkers in your office. Cash gifts may not be given or accepted under any circumstance.

When deciding whether or not to accept a gift, employees should consider the following:

• Will accepting the gift create a sense of obligation to the individual or the individual’s company?
• Could the gift be construed as a bribe, kickback or other form of compensation to the recipient?
• Would public knowledge of the gift cause others to question the integrity of EBS? If the answer to one or more of these questions is a yes or even a maybe, then the individual should politely decline the offer.
• In some instances, refusing a gift outside of EBS guidelines may be embarrassing or offensive to the individual offering the gift. This can occur in situations where an EBS employee is conducting business outside the country. In this circumstance, the employee may accept the gift on behalf of the Company, however; it must be reported immediately to the SVP-Human Resources.

Entertainment may be received only under the following conditions:

• The entertainment occurs infrequently.
• The expense is reasonable, given the nature of the event.
• The type of entertainment would not be offensive to our employees, customers, suppliers or investors.

Employees should consult with the SVP-Human Resources for assistance with questions or concerns regarding acceptable forms of gifts and entertainment.

Improper Payments and Tying

EBS employees are expected to observe the highest ethical standards in all business-related transactions. The Company prohibits offering or receiving any form of bribe, kickback or under-the-table payment. Additionally, EBS suppliers will never have to purchase products from the Company as a condition of becoming or continuing as a supplier.

Confidentiality

Confidential information includes all non-public information about the Company, entrusted with the Company, or created by Company employees or consultants, that might be of use to competitors, or harmful to the Company, its clients or candidates, if disclosed. Confidential information may include information regarding: sales, expenses, costs of goods, investments, pricing, vendor lists, customer lists, future plans for plant or facility expansion or contraction, mergers or acquisitions, business and product development materials, inventions, product design specifications, personnel files, Company policies and standard operating procedures, and computer software.

It is also every employee’s obligation to respect the privacy of our customers and fellow colleagues. Access to and use of Company, employee and customer information is restricted to only that which is required to do your job, and is not for personal use. If you are unsure about whether certain information is confidential, check with the SVP- Human Resources or assume that it is confidential. The responsibility to safeguard Company confidential information continues even after employment concludes.

Media Relations

From time to time, various media channels may request information about EBS. It is imperative that messages relayed to the media be communicated from a designated source to ensure consistency. The designated spokespersons for our Company on public company matters are our CEO and CFO. All other media inquiries and media relation matters should be handled by the Company’s outsourced communications firm:

Formula PR Phone: (310) 578-7050

Protecting Company Assets

Protecting the Company’s assets is the responsibility of all employees, officers and directors. Employees should treat EBS assets with care and respect and avoid misuse and theft as Company profitability could be directly affected.  Employees are expected to exercise good judgment when using Company supplies, equipment, facilities and products. While EBS understands that sometimes personal matters must be conducted at work, using Company resources in a manner that interferes with one’s job responsibilities is unacceptable and will not be tolerated. EBS also reserves the right to observe and review any information communicated, received or stored on EBS electronic equipment, with or without the employee’s knowledge or permission.

Intellectual Property

Our intellectual property is a valuable asset that is essential for the continued success of EBS. Examples of intellectual property include: patents, copyrights, trade secrets and trademarks. Employees are responsible for protecting all EBS intellectual property from infringement and respecting the intellectual property rights of others. Intellectual property is not to be distributed to parties outside of the Company without approval by the applicable business unit head and use of an appropriate confidentiality agreement. Any additional questions regarding the appropriate use of intellectual property should be referred to the applicable business unit head.

Political Contributions

EBS supports and encourages the right of all employees to participate in the political process on an individual basis, but does not allow the use of corporate resources or Company time for personal political activities. No EBS time, property, funds or equipment may be used to contribute to a political candidate, party or office holder without first obtaining approval from the CEO, CFO and SVP-HR.

Accurate Records and Reports

EBS employees have an obligation to record and report information with honesty, accuracy and completeness. All books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform to all applicable legal and accounting requirements and the Company’s system of internal controls.

Hours Worked and Employee Expenses

Hourly employees are responsible for reporting only the true and actual number of hours worked, and all employee expenses should be accurately documented and recorded in accordance with Company policy.  If you are uncertain whether an expense is legitimate, consult with your direct supervisor or refer to your Company-specific expense policy (Easton, Riddell or Bell).

Record Retention

All EBS records, including both electronic and written documents, should be retained or destroyed in accordance with the Company’s record retention schedule and applicable law. In the event of legal action or government investigation, records considered relevant to the matter should be maintained so that official proceedings are not obstructed. Please contact the records retention manager at your facility immediately for further instruction on these matters. For all other questions related to record retention, please contact your records retention manager or refer to the EBS record retention schedule.

Financial Reporting

Employees are prohibited from making any untrue statements, deceptive or false entries, or material exclusions that could adversely affect the Company’s financial records. When releasing reports, documents or financial statements to the public, the Securities and Exchange Commission (SEC) or any other government agency, it is critical that the information be complete, accurate, timely and understandable.

EBS also forbids the use of “off-the-books” accounts, falsified books or any other tool that could be employed to misrepresent actual operating results and financial conditions.

Finance Code of Conduct

Employees are responsible for maintaining accurate records and reports as outlined above. In addition, senior financial officers are expected to adhere to the EBS Finance Code of Conduct.

Compliance with Laws, Rules, and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards are built. All employees and officers must respect and obey the laws, rules and regulations of the cities, states and countries in which EBS operates. Although employees and officers are not expected to know the details of each of these laws, rules and regulations, it is important to know enough to determine when to seek advice from the business unit legal resource or other appropriate personnel.

Environmental Laws and Safety

Employees are required to comply with all applicable environmental, health and safety laws and regulations. EBS is committed to conducting business in a manner which protects the environment, conserves resources and ensures sustainable development. Employees are encouraged to report practices that are not consistent with these commitments.

All EBS locations must be in compliance with Occupational Safety and Health Administration (OSHA) requirements. It is the responsibility of every employee to maintain a safe working environment and to prevent workplace injuries. Employees should never operate power equipment without prior authorization and proper training. When applicable, employees should use personal protective equipment. This includes shoes/boots, safety goggles and hearing protection. Fire extinguishers should be readily accessible, and exits should be clearly marked and be free from obstruction. All injuries, accidents, dangerous practices, or hazardous conditions should be reported to a supervisor immediately. Please refer to the materials and postings in your workplace for additional information regarding environmental and workplace health and safety.

Substance Abuse and Weapons

The safety of our employees, customers and suppliers is of utmost importance. Possession, distribution, sale, use or being under the influence of illegal drugs is strictly prohibited at any time. In addition, being under the influence of alcoholic beverages while on Company controlled property, while on duty, or while operating a vehicle or equipment leased or owned by EBS, is strictly prohibited. Employees are forbidden from bringing dangerous materials such as guns, knives, explosives, firearms or any other weapon onto Company controlled property or vehicles. If you have any questions, please contact the Human Resources Department or refer to the Company’s Substance Abuse and Weapons Policy.

Workplace Security and Violence

EBS is committed to taking reasonable steps to secure its facilities and protect the safety of its employees. All employees are required to ensure that visitors sign in upon arrival and carry a visitor badge while on the premises. Former employees are allowed on the premises only when escorted by their former supervisor or a member of the human resources team.

Horseplay, practical joking, fighting or provoking a fight on Company time or on premises owned, occupied or controlled by the Company can result in suspension, demotion or termination of employment. If you have any questions or concerns about workplace security or violence prevention matters, please speak with your supervisor or refer to the Company’s Workplace Security and Violence Policy.

Discrimination, Harassment, and Other Fair Employment Practices

EBS encourages equal opportunity in all areas of its business. Decisions to recruit, hire, compensate, promote, transfer, train or terminate should be based solely on candidate qualifications, merit and other job-related criteria. No employee or potential employee will be treated unfairly because of his or her race, color, religion, national origin, gender, sexual orientation, age, disability, medical condition, veteran status or other characteristic protected by law.

EBS is dedicated to providing an environment where people are valued and treated with respect. Harassment of employees is specifically prohibited and will not be tolerated. This also applies to how EBS treats its customers, vendors and other people related to the business. Some examples of harassment may include:

• Use of profane, abusive, threatening, and/or sexually suggestive language.
• Display of sexually explicit material in any form (e.g., magazine, video, drawing, computer, etc.).
• Inappropriate physical conduct such as assault, unwanted touching or blocking of normal movement.

The Company is also committed to following all applicable labor and employment laws such as minimum wage, overtime wage and child labor laws. Employees should immediately report any complaints to their direct supervisor or to a member of the Human Resources Department. For additional information on any of these matters, please refer to the Company’s Discrimination and Harassment Policy.

Product Safety

It is essential for EBS to produce innovative, safe and reliable products so that our athletes and customers can deliver top performance free from product defects. We work to instill and reinforce consumer confidence in our products, and uphold our reputation as a responsible supplier of sporting goods and equipment.

EBS products and accessories are subject to the Federal Consumer Product Safety Act, which authorizes the Consumer Product Safety Commission (CPSC) to protect consumers from hazardous products. The Company maintains an extensive quality control program designed to ensure compliance with various organizational standards, league standards, and all applicable laws. We also require all third party suppliers of our products to perform factory tests to ensure the material and functional integrity of our brands.

We work actively with the various government organizations, private organizations and athletic leagues responsible for setting safety and performance standards for sporting goods. Some of these include: the Department of Transportation, the CPSC, the National Operating Committee on Standards for Athletic Equipment (NOCSAE), the Snell Memorial Foundation, the NFL, NHL, MLB, NCAA, HECC and Little League Baseball and Softball. By maintaining close relationships with these parties, we stay up to date on the most recent legislation to help ensure that our products will meet and exceed all requirements.

Antitrust Laws

Antitrust laws, also known as competition laws, prohibit unfair business practices across the U.S. and other countries. EBS is committed to full compliance with these laws and promotes ethical dealings in every aspect of its business.

The antitrust laws contain specific restrictions on resale price controls and price discrimination between customers. In addition, EBS employees are never to discuss or form agreements with competitors on:

• Prices
• Sale terms or conditions
• Production volumes
• Market share
• Division of sales territories
• Customer allocation
• Sales to third parties

Antitrust laws are complex and often difficult to understand. Therefore, employees are encouraged to consult with the business unit legal resource when dealing with antitrust issues.

Fair Dealings

EBS seeks competitive advantages by providing high-quality, innovative products to its customers, never through unethical or unfair business practices. Communications with customers are to be truthful and accurate, focusing only on the strengths of the Company and its products. No EBS employee may make disparaging remarks about another competitor, or attempt to acquire a competitor’s confidential information through improper means.

Every director, officer, and employee is expected to conduct business with fairness and honesty. The Company respects the rights of its employees, customers, suppliers and competitors and will not take advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other illegal practice.

If you have questions about what constitutes as an unfair business practice, please contact the business unit legal resource.

Working with Government Entities

Occasionally, the Company will conduct business with government organizations. The rules and restrictions surrounding sales to these entities are often different from those imposed on the Company when dealing with commercial clients. It is important that individuals involved with the sale and marketing of our products are knowledgeable of the laws, rules, regulations and special requirements associated with government transactions. If you have any questions in this area, please contact the business unit legal resource.

Anti-Money Laundering Laws

Money Laundering is the act of engaging in specific financial transactions in order to hide the identity, source, and/or destination of money generated from illegal business activities. These illegal business activities include but are not limited to: terrorism, drug trafficking and tax evasion. EBS is committed to complying fully with all applicable anti-money laundering laws of the United States and throughout the world and will not tolerate any money laundering activities by its employees or customers. If you have any questions regarding this practice or would like to raise a concern, please contact the business unit legal resource.

International Trade

EBS conducts its global operations in accordance with all relevant international trade control regulations. We are subject to customs duties on all of our imported merchandise, and we are also required to file the appropriate paperwork with U.S. customs upon their entry to the States. Some of our imported products are subject to additional requirements administered by other U.S. government agencies with which Customs cooperates in enforcement. For example, our bicycle parts, helmets and bicycle accessories are subject to safety standards set by the Consumer Product Safety Commission (CPSC) immediately upon entry to the United States.

Compliance with export control regulation at minimum requires us to know the end-use, end-user and ultimate destination of our products. We are also required to provide extensive documentation for our exports, and in some cases, a license is needed for these operations.

The Company also maintains full compliance with U.S. anti-boycott laws. Anti- boycott laws discourage firms from participating in foreign boycotts that are unsanctioned in the United States. EBS is required to report any requests of this nature to the U.S. Department of Commerce. To ensure appropriate handling of these items, please direct any suspicious requests or contract terms to the business unit legal resource regardless of whether or not you intend to comply.

EBS must abide by all embargoes and sanctions maintained by the United States and its allies. The U.S. is currently prohibiting transactions with several countries. To avoid dealing with an unauthorized party, please refer to the “Denied Persons List” found on the U.S. Bureau of Industry and Security website (http://www.bis.doc.gov/).

For further information on compliance with international trade laws and regulations, please contact the business unit legal resource.

Foreign Corrupt Practices Act (FCPA)

EBS requires full conformance with the Foreign Corrupt Practices Act (FCPA) and exhibits the highest of ethical standards in all business transactions. The FCPA prohibits giving anything of value, directly or indirectly, to a foreign official, a foreign political party or party official, or political party candidate in exchange for a business favor or to gain an inappropriate business advantage. The term “anything of value” includes gifts, travel, or other favors greater than nominal value. It is important to note that the requirements of the FCPA apply to all EBS employees as well as any agents working on behalf of the Company. The fact that bribery or any related action may be an accepted local practice in a country does not relieve these individuals from conforming to the FCPA. Due to the complexity of the FCPA, employees are encouraged to contact the business unit legal resource or CFO for further guidance with questions or concerns in this area.

Reporting Violations and Other Matters

Seeking Guidance and Voicing Concerns

In some circumstances, it may be difficult to determine right from wrong. If you are unsure of what to do in any situation, please seek guidance first before acting. Employees are encouraged to use the following resources if they have any questions or concerns about the information included in this document:

• Your immediate supervisor
• Director of Internal Audit/Chief Ethics Officer
• Senior Vice President-Human Resources EBS Policies, Procedures and other materials provided to you upon hire.

Reporting Code Violations

As an employee of EBS, it is your responsibility to understand the items outlined in this Code and report any suspected violations. Reports may be written or submitted orally. You may use any of the following resources to report a Code violation:

• Ethics Hotline. If you wish to file a report anonymously, you may use our toll- free Ethics Line at 1 (888) 266-0323 or on the web by going to www.ethicspoint.com and entering our Company’s name, Easton-Bell Sports, when prompted. This hotline is operated and maintained by EthicsPoint, an independent company with highly trained call center specialists available to take your call 24 hours a day, 7 days a week. EthicsPoint will gather the pertinent information related to your concern and ensure that the issue is promptly addressed.
• Your supervisor.
• The Company’s Director of Internal Audit/Chief Ethics Officer: contact EBS’ corporate offices at (818) 902-5822.
• The Company’s Senior Vice President – Human Resources: contact EBS’ corporate offices at (818) 902-5806.

EBS will conduct thorough investigations of all reported items and respond to all issues in a timely manner, however, employees will be expected to provide their full cooperation so that these objectives can be achieved. A summary of Code violations will be periodically reviewed with the Company’s Board of Directors or Audit Committee.

The Company will not tolerate any form of retaliation against an individual that reports in good faith a violation of the law, EBS policy or this Code.

Code Publication and Distribution

Every employee of the Company will receive a copy of the Code of Conduct. New employees will receive their copies at the time of hire. The most current version of the Code will be posted on the EBS website at www.eastonbellsports.com. A link to this web address will also be included in our Annual Report for those parties interested in obtaining a copy.

Disciplinary Actions

Individuals who violate the Company Code of Conduct are subject to disciplinary action, up to and including dismissal. This also extends to those who condone the unethical and illegal behavior of another employee.

Waivers and Amendments to the Code

Any waivers of or amendments to the Code must be approved by the Company’s Board of Directors.