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Exhibit D <br />Merchandising Payments <br />1. General Requirements. <br />A. PM USA will pay Retailer with respect to a Store a Merchandising Payment for each <br />quarter during which the Store participates in the Program. For any quarter in which Retailer participates <br />in the Program with respect to a Store for less than the full quarter, PM USA will pay Retailer a <br />Merchandising Payment for only the full months of the quarter during which Retailer participates in the <br />Program. If Retailer executes the Agreement on or before the fifteenth day of a month, subject to <br />performance in accordance with all applicable requirements of the Agreement during the remainder of the <br />month, PM USA will pay Retailer a full Merchandising Payment with respect to such month. <br />2. Notwithstanding the foregoing, PM USA will not pay Retailer a Merchandising Payment with <br />respect to a Store for any quarter in which Retailer and the Store do not perform at all times in <br />accordance with all applicable requirements of the Agreement. <br />3. Electronic Funds Transfer. Merchandising Payments will be paid only through EFT. A <br />Merchandising Payment will not be issued to any Store if Retailer has not registered for EFT prior to the <br />end of the quarter for which the Merchandising Payment is being issued. <br />4. Amount of Merchandising Payments. <br />A. The amount of the Merchandising Payment paid by PM USA to Retailer with respect to a <br />Store for each month that the Store participates in the Program is determined by the Store's (1) <br />applicable rate per PM USA Carton and (2) current Average PM-CCPM. Notwithstanding the preceding <br />sentence, Merchandising Payments will not be paid on purchases of PM USA Cigarettes that exceed <br />10,400 cartons of PM USA Cigarettes per STARS Quarter. If the Agreement is effective for only a portion <br />of a STARS Quarter, such amount will be prorated over the period the Agreement is in effect, and the <br />prorated amount will be the maximum quantity on which Merchandising Payments will be paid during that <br />STARS Quarter. <br />B. For the purpose of calculating Merchandising Payments, PM USA will exclude from a <br />Store's Average PM-CCPM all sales of PM USA Cigarettes that are sold to other retail, wholesale, or <br />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 />Exhibit D <br />Page 1 of 1 <br />36 <br />