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3. Additional Incentive Payments. PM USA will pay Retailer, with respect to a Store, quarterly <br />payments for participation in the PM USA Custom Signage Incentive and the PM USA Scan Data <br />Incentive, as set forth below. To earn such payments, Retailer and such Store must perform at all times <br />in accordance with all applicable requirements of each Incentive that Retailer has elected with respect to <br />the Store. <br />A. PM USA Custom Signage Incentive Payment. The amount of the PM USA Custom <br />Signage Incentive payment earned by Retailer with respect to a Store for each month that the Store <br />participates in, and meets the requirements of, the PM USA Custom Signage Incentive is the product of <br />3¢ and the Store's current Average PM-CCPM. <br />B. PM USA Scan Data Incentive Payment. The amount of the PM USA Scan Data <br />Incentive payment earned by Retailer with respect to a Store for each month that the Store participates in, <br />and meets the requirements of, the PM USA Scan Data Incentive is the product of 7¢ and the Store's <br />current Average PM-CCPM. <br />C. Incentive Volume Limit. Incentive payments will not be paid on purchases of PM USA <br />Cigarettes that exceed 10,400 cartons of PM USA Cigarettes per STARS Quarter. If the Retailer's <br />participation in an Incentive is effective for only a portion of a STARS Quarter, such amount will be <br />prorated over the period of participation during such STARS Quarter, and the prorated amount will be the <br />maximum quantity on which Incentive payments will be paid during that STARS Quarter. <br />D. Exclusions. For the purpose of calculating Incentive payments, PM USA will exclude <br />from a Store's Average PM-CCPM all sales of PM USA Cigarettes that are sold to other retail, wholesale, <br />or trade accounts, as determined by PM USA. If Retailer disagrees with PM USA's determination that a <br />portion of its purchases are for sales to other retail, wholesale, or trade accounts, Retailer must <br />demonstrate to PM USA's satisfaction that such purchases were not for such sales. <br />E. Electronic Funds Transfer. Incentive payments will be paid only through EFT. An <br />Incentive payment will not be issued to any Store If Retailer has not registered for EFT prior to the end of <br />the quarter for which the Incentive payment is being issued. <br />Exhibit C <br />Page 2 of 2 <br />35 <br />