Common use of Incentive Payment A Clause in Contracts

Incentive Payment A. Incentive Payment A shall be equal to forty percent (40%) of the Net Abatement Amount multiplied by the aggregate Overall Allocation Percentage of the Settling States, provided all Settling States satisfy the requirements of Incentive Payment A. Incentive Payment A will be due to a Settling State as part of the Annual Payment in each of the eighteen (18) Payment Years that a Settling State is eligible for Incentive Payment A and shall equal a total potential maximum of $7,421,605,477 if all States are eligible for all eighteen (18) Payment Years. Each 6HWWOLQJ 6WDWH¶V VKDUH RIpro,vidQedFthHatQSWettLlinYg SHtate 3D\PHQ is eligible, shall equal the total maximum amount available for Incentive Payment A for that year as reflected in Exhibit M WLPHV WKH 6HWWOLQJ 6WDWH¶V 2 Percentage. Eligibility for Incentive Payment A is as follows: a. For the Payment Years 1 and 2, all Settling States are deemed eligible for Incentive Payment A. b. For each Payment Year other than Payment Years 1 and 2, a Settling State is eligible for Incentive Payment A if, as of sixty (60) calendar days prior to the Payment Date (except that in Payment Year 3, this date is as of the Payment Date), (i) there is a Bar in that State in full force and effect, (ii) there is a Settlement Class Resolution in that State in full force and effect, (iii) the Released Claims of all of the following entities are released through the execution of Subdivision Settlement Participation Forms, or there is a Case-Specific Resolution against such entities: all Primary Subdivisions, Litigating Subdivisions, School Districts with a K-12 student enrollment of at least 25,000

Incentive Payment A. a. Incentive Payment A is mutually exclusive with Incentive Payments B, C, and D; if a Settling State receives Incentive Payment A in an Annual Payment, such Settling State is not eligible for Incentive Payments B, C, or D in that Annual Payment. b. Incentive Payment A shall be equal up to forty a maximum of sixty-two percent (4062%) of the Net Abatement Amount multiplied by Maximum Remediation Payment of $4,279,160,837, minus any offsets for Non-Settling States specified in Section IV.F, with the aggregate actual amount depending on whether and the extent to which the criteria set forth below are met in each Settling State. The potential maximum total for Incentive Payment A is $2,653,079,719. c. The Incentive Payment A for any Settling State in each Payment Year shall be the Incentive Payment A for that Payment Year specified in Exhibit M-1 times the Settling State’s Overall Allocation Percentage of the Settling Statesspecified in Exhibit F-2, provided all such Settling States satisfy the requirements of Incentive Payment A. State achieves Incentive Payment A will be due to by two (2) years after the Effective Date. If a Settling State achieves Incentive Payment A after April 30, 2024 but before two (2) years after the Effective Date, it shall receive a catch-up payment as part of the next Annual Payment in each of for the eighteen (18) Payment Years that a Settling State is eligible for Incentive Payment A and shall equal a total potential maximum of $7,421,605,477 if all States are eligible for all eighteen (18) Payment Years. Each 6HWWOLQJ 6WDWH¶V VKDUH RIpro,vidQedFthHatQSWettLlinYg SHtate 3D\PHQ is eligible, shall equal the total maximum amount available difference between what it would have earned had it qualified for Incentive Payment A for that year as reflected Payment Year 2 and what it was actually paid for Payment Year 2. The Settlement Fund Administrator shall decrease the catch-up payments payable pursuant to this Section IV.H.6.c to the extent they cannot be paid without exceeding an applicable payment limit shown in Exhibit M WLPHV WKH 6HWWOLQJ 6WDWH¶V 2 Percentage. Eligibility M-1 for Incentive the next Payment Year. d. A is as follows: a. For the Payment Years 1 and 2, all Settling States are deemed eligible for Incentive Payment A. b. For each Payment Year other than Payment Years 1 and 2, a Settling State is eligible for Incentive Payment A if, as of sixty (60) calendar days prior to the Payment Date (except that in Payment Year 3, this date is as of the Payment Date), : (i) there is a Bar in that State in full force and effect, ; (ii) there is a Settlement Class Resolution in that State in full force and effect, ; (iii) there is a ruling from the State’s highest court barring all Subdivisions from bringing or maintaining Released Claims; (iv) the Released Claims of all of the following entities are released through the execution of Subdivision Settlement Participation Forms, or there is a Case-Specific Resolution against such entitiesAgreements: (1) all Primary Subdivisions, Litigating Subdivisions, School Districts with a K-12 student enrollment of at least 25,000,

Incentive Payment A. a. Incentive Payment A is mutually exclusive with Incentive Payments BC and D; if a Settling State receives Incentive Payment A in an Annual Remediation Payment, such Settling State is not eligible for Incentive Payments BC or D in that Annual Remediation Payment. A Settling State that receives Incentive Payment A is eligible to receive the Incentive Payment Earn-Back, if the requirements of Section IV.H.7 are met. b. Incentive Payment A shall be equal to forty sixty-two percent (4062%) of the Net Abatement Amount multiplied by the aggregate Overall Allocation Percentage of the Settling StatesAdjusted State Remediation Payment, provided all Settling States satisfy the requirements of Incentive Payment A. Incentive Payment A will be due to a Settling State as part of the Annual Remediation Payment in each of the eighteen over ten (1810) Payment Years that a Settling State is eligible for Incentive Years, starting in Payment A Year 2, and shall equal a total potential maximum of $7,421,605,477 744,000,000 if all Eligible States are eligible qualify for all eighteen (18) Incentive Payment Years. A. Each 6HWWOLQJ 6WDWH¶V VKDUH RIpro,vidQedFthHatQSWettLlinYg SHtate 3D\PHQ is eligibleSettling State’s share of Incentive Payment A in a given year, provided that Settling State qualifies, shall equal the total maximum amount available for Incentive Payment A for that year as reflected in Exhibit M WLPHV WKH 6HWWOLQJ 6WDWH¶V 2 M-2 times the Settling State’s Overall Allocation Percentage. Eligibility . c. Qualification for Incentive Payment A is as follows: a. For the Payment Years 1 and 2, all Settling States are deemed eligible for Incentive Payment A. b. For each Payment Year other than Payment Years 1 and 2, a : A Settling State is eligible qualifies for Incentive Payment A if, as of sixty two (602) calendar days prior to the Payment Date (except that in Payment Year 3, this date is as years of the Payment Effective Date), : (i) there is a Bar in that Settling State in full force and effect, (ii) there is a Settlement Class Resolution in that Settling State in full force and effect, (iii) the Released Claims of all of the following entities are released through the execution of Subdivision Settlement Participation Forms, or there is a Case-Specific Resolution against such entities: all Primary Subdivisions, Litigating Subdivisions, School Districts with a K-12 student enrollment of at least 25,00025,000 or .10% of a Settling State’s population, whichever is greater, Hospital Districts that have at least one hundred twenty-five (125) hospital beds in one or more hospitals rendering services in that district, and Primary Fire Districts; or (iv) a combination of the actions in clauses (i)-(iii) has achieved the same level of resolution of Claims by Subdivisions (e.g., a Bar against future litigation combined with full joinder by Litigating Subdivisions). For the avoidance of doubt, subsection (iv) cannot be satisfied unless all Litigating Subdivisions are Participating Subdivisions or there is a Case-Specific Resolution against any such Subdivisions that are not Participating Subdivisions. Kroger and the Enforcement Committee shall meet and confer in order to agree on data sources for purposes of this Section prior to the Initial Participation Date. d. A Settling State that does not qualify for Incentive Payment A as of two (2) years after the Effective Date shall not be eligible for Incentive Payment A for that Payment Year or any subsequent Payment Years. x. Xxxxxx shall indicate before the Initial Participation Date whether existing legislation in a Settling State is sufficient to qualify as a Bar. f. If a Settling State does not qualify for Incentive Payment A as of the Payment Date for Payment Year 2, and becomes eligible for Incentive Payment A as of Payment Date for Payment Year 3, it shall receive the payment that it would have received for Incentive Payment A for Payment Year 2 (the “Incentive Payment A Catch-up Payment”) on the Payment Date for Payment Year 3. If a Settling State is not eligible for Incentive Payment A as of the Payment Date for Payment Year 3, and becomes eligible for Incentive Payment A as of two (2) years after the Effective Date, it shall receive the payment that it would have received for Incentive Payment A for Payment Years 2 and 3 (also an “Incentive Payment A Catch-up Payment”) on the Payment Date for Payment Year 4. The Incentive Payment A Catch-up Payment shall be reduced by any amounts paid to the Settling State under Incentive Payment BC prior to the Settling State’s eligibility for Incentive Payment A. g. If Kroger made a payment under Incentive Payment A solely on the basis of a Bar or Settlement Class Resolution in a Settling State and that Bar or Settlement Class Resolution is subsequently removed, revoked, rescinded, reversed, overruled, interpreted in a manner to limit the scope of the release, or otherwise deprived of force or effect in any material respect, that Settling State shall not be eligible for Incentive Payment A thereafter, unless the Settling State requalifies for Incentive Payment A through any method pursuant to Section IV.H.4.c, in which case the Settling State shall be eligible for Incentive Payment A less any litigation fees and costs incurred by Kroger in the interim, except that, if the re-imposition occurs after the completion of opening statements in a trial involving a Released Claim, the Settling State shall not be eligible for Incentive Payment A (unless this exception is waived by Kroger).

Incentive Payment A. a. Incentive Payment A is mutually exclusive with Incentive Payments BC and D; if a Settling State receives Incentive Payment A in an Annual Remediation Payment, such Settling State is not eligible for Incentive Payments BC or D in that Annual Remediation Payment. A Settling State that receives Incentive Payment A is eligible to receive the Incentive Payment Earn-Back, if the requirements of Section IV.H.7 are met. b. Incentive Payment A shall be equal to forty sixty-two percent (4062%) of the Net Abatement Amount multiplied by the aggregate Overall Allocation Percentage of the Settling StatesAdjusted State Remediation Payment, provided all Settling States satisfy the requirements of Incentive Payment A. Incentive Payment A will be due to a Settling State as part of the Annual Remediation Payment in each of the eighteen over ten (1810) Payment Years that a Settling State is eligible for Incentive Years, starting in Payment A Year 2, and shall equal a total potential maximum of $7,421,605,477 744,000,000 if all Eligible States are eligible qualify for all eighteen (18) Incentive Payment Years. A. Each 6HWWOLQJ 6WDWH¶V VKDUH RIpro,vidQedFthHatQSWettLlinYg SHtate 3D\PHQ is eligibleSettling State’s share of Incentive Payment A in a given year, provided that Settling State qualifies, shall equal the total maximum amount available for Incentive Payment A for that year as reflected in Exhibit M WLPHV WKH 6HWWOLQJ 6WDWH¶V 2 M-2 times the Settling State’s Overall Allocation Percentage. Eligibility . c. Qualification for Incentive Payment A is as follows: a. For the Payment Years 1 and 2, all Settling States are deemed eligible for Incentive Payment A. b. For each Payment Year other than Payment Years 1 and 2, a : A Settling State is eligible qualifies for Incentive Payment A if, as of sixty two (602) calendar days prior to the Payment Date (except that in Payment Year 3, this date is as years of the Payment Effective Date), : (i) there is a Bar in that Settling State in full force and effect, (ii) there is a Settlement Class Resolution in that Settling State in full force and effect, (iii) the Released Claims of all of the following entities are released through the execution of Subdivision Settlement Participation Forms, or there is a Case-Specific Resolution against such entities: all Primary Subdivisions, Litigating Subdivisions, School Districts with a K-12 student enrollment of at least 25,00025,000 or .10% of a Settling State’s population, whichever is greater, Hospital Districts that have at least one hundred twenty-five (125) hospital beds in one or more hospitals rendering services in that district, and Primary Fire Districts; or (iv) a combination of the actions in clauses (i)-(iii) has achieved the same level of resolution of Claims by Subdivisions (e.g., a Bar against future litigation combined with full joinder by Litigating Subdivisions). For the avoidance of doubt, subsection (iv) cannot be satisfied unless all Litigating Subdivisions are Participating Subdivisions or there is a Case-Specific Resolution against any such Subdivisions that are not Participating Subdivisions. Kroger and the Enforcement Committee shall meet and confer in order to agree on data sources for purposes of this Section prior to the Initial Participation Date. d. A Settling State that does not qualify for Incentive Payment A as of two (2) years after the Effective Date shall not be eligible for Incentive Payment A for that Payment Year or any subsequent Payment Years. x. Xxxxxx shall indicate before the Initial Participation Date whether existing legislation in a Settling State is sufficient to qualify as a Bar. f. If a Settling State does not qualify for Incentive Payment A as of the Payment Date for Payment Year 2, and becomes eligible for Incentive Payment A as of Payment Date for Payment Year 3, it shall receive the payment that it would have received for Incentive Payment A for Payment Year 2 (the “Incentive Payment A Catch-up Payment”) on the Payment Date for Payment Year 3. If a Settling State is not eligible for Incentive Payment A as of the Payment Date for Payment Year 3, and becomes eligible for Incentive Payment A as of two (2) years after the Effective Date, it shall receive the payment that it would have received for Incentive Payment A for Payment Years 2 and 3 (also an “Incentive Payment A Catch-up Payment”) on the Payment Date for Payment Year 4. The Incentive Payment A Catch-up Payment shall be reduced by any amounts paid to the Settling State under Incentive Payment BC prior to the Settling State’s eligibility for Incentive Payment A. g. If Kroger made a payment under Incentive Payment A solely on the basis of a Bar or Settlement Class Resolution in a Settling State and that Bar or Settlement Class Resolution is subsequently removed, revoked, rescinded, reversed, overruled, interpreted in a manner to limit the scope of the release, or otherwise deprived of force or effect in any material respect, that Settling State shall not be eligible for Incentive Payment A thereafter, unless the Settling State requalifies for Incentive Payment A through any method pursuant to Section IV.H.4.c, in which case the Settling State shall be eligible for Incentive Payment A less any litigation fees and costs incurred by Xxxxxx in the interim, except that, if the re-imposition occurs after the completion of opening statements in a trial involving a Released Claim, the Settling State shall not be eligible for Incentive Payment A (unless this exception is waived by Xxxxxx).

Incentive Payment A. a. Incentive Payment A is mutually exclusive with Incentive Payments BC and D; if a Settling State receives Incentive Payment A in an Annual Remediation Payment, such Settling State is not eligible for Incentive Payments BC or D in that Annual Remediation Payment. b. Incentive Payment A shall be equal to forty fifty-nine percent (4059%) of the Net Abatement Amount multiplied by the aggregate Overall Allocation Percentage of the Settling StatesAdjusted State Remediation Payment, provided all Settling States satisfy the requirements of Incentive Payment A. Incentive Payment A will be due to a Settling State as part of the Annual Remediation Payment in each of the eighteen over fourteen (1814) Payment Years that a Settling State is eligible for Incentive Years, starting in Annual Remediation Payment A 2, and shall equal a total potential maximum of $7,421,605,477 2,825,017,620 if all States states are eligible for all eighteen (18) Payment Yearseligible. Each 6HWWOLQJ 6WDWH¶V VKDUH RIpro,vidQedFthHatQSWettLlinYg SHtate 3D\PHQ Settling State’s share of Incentive Payment A in a given year, provided that Settling State is eligible, shall equal the total maximum amount available for Incentive Payment A for that year as reflected in Exhibit M WLPHV WKH 6HWWOLQJ 6WDWH¶V 2 M-2 times the Settling State’s Overall Allocation Percentage. . c. Eligibility for Incentive Payment A is as follows: a. For the Payment Years 1 and 2, all Settling States are deemed eligible for Incentive Payment A. b. For each Payment Year other than Payment Years 1 and 2, a : A Settling State is eligible for Incentive Payment A if, as of sixty two (602) calendar days prior to the Payment Date (except that in Payment Year 3, this date is as years of the Payment Effective Date), : (i) there is a Bar in that State in full force and effect, (ii) there is a Settlement Class Resolution in that State in full force and effect, (iii) the Released Claims of all of the following entities are released through the execution of Subdivision Settlement Participation Forms, or there is a Case-Specific Resolution against such entities: all Primary Subdivisions, Litigating Subdivisions, School Districts with a K-12 student enrollment of at least 25,00025,000 or .10% of a State's population, whichever is greater, Hospital Districts that have at least one hundred twenty-five (125) hospital beds in one or more hospitals rendering services in that district, and Primary Fire Districts; or (iv) a combination of the actions in clauses (i)-(iii) has achieved the same level of resolution of Claims by Subdivisions (e.g., a Bar against future litigation combined with full joinder by Litigating Subdivisions). For the avoidance of doubt, subsection (iv) cannot be satisfied unless all Litigating Subdivisions are Participating Subdivisions or there is a Case-Specific Resolution against any such Subdivisions that are not Participating Subdivisions. Walgreens and the Enforcement Committee shall meet and confer in order to agree on data sources for purposes of this Section prior to the Preliminary Agreement Date. d. A Settling State that is not eligible for Incentive Payment A as of two (2) years after the Effective Date shall not be eligible for Incentive Payment A for that Payment Year or any subsequent Payment Years. e. Walgreens shall indicate before the Initial Participation Date whether existing legislation in a Settling State is sufficient to qualify as a Bar. f. If a Settling State is not eligible for Incentive Payment A as of the Payment Date for Payment Year 2, and becomes eligible for Incentive Payment A as of Payment Date for Payment Year 3, it shall receive the payment that it would have received for Incentive Payment A for Payment Year 2 (the “Incentive Payment A Catch-up Payment”) beginning on the Payment Date for Payment Year 3. If a Settling State is not eligible for Incentive Payment A as of the Payment Date for Payment Year 3, and becomes eligible for Incentive Payment A as two (2) years after the Effective Date, it shall receive the payment that it would have received for Incentive Payment A for Payment Years 2 and 3 (also an “Incentive Payment A Catch-up Payment”) beginning on the Payment Date for Payment Year 4. The Incentive A Catch-up Payment shall be reduced by any amounts paid to the Settling State under Incentives Payments B or C prior to the Settling State’s eligibility for Incentive Payment A. The Incentive Payment A Catch-up Payment is subject to the Annual Maximum as set forth in Section IV.B.2. In the event that the full amount of Incentive Payment A Catch-up Payments is limited by the Annual Maximum, the process set forth in Section g. If Walgreens made a payment under Incentive Payment A solely on the basis of a Bar or Settlement Class Resolution in a Settling State and that Bar or Settlement Class Resolution is subsequently removed, revoked, rescinded, reversed, overruled, interpreted in a manner to limit the scope of the release, or otherwise deprived of force or effect in any material respect, that Settling State shall not be eligible for Incentive Payment A thereafter, unless the State requalifies for Incentive Payment A through any method pursuant to Section IV.H.4.b, in which case the Settling State shall be eligible for Incentive Payment A less any litigation fees and costs incurred by Xxxxxxxxx in the interim, except that, if the re-imposition occurs after the completion of opening statements in a trial involving a Released Claim, the Settling State shall not be eligible for Incentive Payment A (unless this exception is waived by Walgreens).

Incentive Payment A. Incentive Payment A shall be equal to forty percent sixty-two (4062%) of the Net Abatement Amount multiplied by the aggregate a Settling State’s Overall Allocation Percentage of the Settling StatesRemediation Payment, provided all Settling States satisfy the requirements of Incentive Payment A. Incentive Payment A will be due to a such Settling State as part of the Annual Payment in each of the eighteen (18) Payment Years that a Settling State is becomes eligible for Incentive Payment A and shall equal subject to Section IV.E.1. a. Incentive Payment A is mutually exclusive with Incentive Payments BC and D; if a total potential maximum of $7,421,605,477 if all States are Settling State receives Incentive Payment A, such Settling State is not eligible for all eighteen (18) Payment Years. Each 6HWWOLQJ 6WDWH¶V VKDUH RIpro,vidQedFthHatQSWettLlinYg SHtate 3D\PHQ Incentive Payments BC or D. If a Settling State is eligible, shall equal the total maximum amount available not eligible for Incentive Payment A by the Third Subdivision Participation Date, it shall not be eligible for that year as reflected Incentive Payment A in Exhibit M WLPHV WKH 6HWWOLQJ 6WDWH¶V 2 Percentageany succeeding year. Eligibility for Incentive Payment A is as follows:follows:‌ a. For the Payment Years 1 and 2, all Settling States are deemed eligible for Incentive Payment A. b. For each Payment Year other than Payment Years 1 and 2, a A Settling State is eligible for Incentive Payment A if, as of sixty (60) calendar days prior to the First Subdivision Participation Date in Payment Year 1, the Second Subdivision Participation Date (except that in Payment Year 2, or the Third Subdivision Participation Date in Payment Year 3, this date is as of the Payment Date), (i) there is a Bar in that State in full force and effect, ; (ii) there is a Settlement Class Resolution in that State in full force and effect, ; (iii) the Released Claims of all of the following entities are released through the execution of Subdivision Settlement Participation Forms, or there is a Caseruling from the State’s highest court barring all Subdivisions from bringing or‌ b. If a Settling State becomes eligible for Incentive A in Payment Years 2 or 3, then the Settling State shall be entitled to receive the remaining incentive payments that the Settling State could have earned (the “Remaining Incentive Payments”), which equals (i) ninety-Specific Resolution against seven percent (97%) of such entities: all Primary SubdivisionsSettling State’s Overall Allocation Percentage of the Remediation Payment, Litigating Subdivisionsrepresenting Incentive Payment BC, School Districts with a K-12 student enrollment minus the any portion of at least 25,000the Remediation Payment paid to such Settling State in Payment Year 1 (or, if such Settling State first becomes eligible for Incentive Payment A in Payment Year 3, the sum of the portions of the Remediation Payments paid to the Settling State in Payment Years 1 and 2), the resulting difference of which shall be reduced by 12.5% if Incentive Payment A is achieved in Payment Year 2 or by 25% if Incentive Payment A is achieved in Payment Year 3; and (ii) three percent (3%) of such Settling State’s Overall Allocation Percentage of the Remediation Payment representing Incentive Payment D, as described in Section IV.E.3.

Incentive Payment A. a. Incentive Payment A is mutually exclusive with Incentive Payments BC and D; if a Settling State receives Incentive Payment A in an Annual Remediation Payment, such Settling State is not eligible for Incentive Payments BC or D in that Annual Remediation Payment. b. Incentive Payment A shall be equal to forty fifty-nine percent (4059%) of the Net Abatement Amount multiplied by the aggregate Overall Allocation Percentage of the Settling StatesAdjusted State Remediation Payment, provided all Settling States satisfy the requirements of Incentive Payment A. Incentive Payment A will be due to a Settling State as part of the Annual Remediation Payment in each of the eighteen over fourteen (1814) Payment Years that a Settling State is eligible for Incentive Years, starting in Annual Remediation Payment A 2, and shall equal a total potential maximum of $7,421,605,477 2,825,017,620 if all States states are eligible for all eighteen (18) Payment Yearseligible. Each 6HWWOLQJ 6WDWH¶V VKDUH RIpro,vidQedFthHatQSWettLlinYg SHtate 3D\PHQ Settling State’s share of Incentive Payment A in a given year, provided that Settling State is eligible, shall equal the total maximum amount available for Incentive Payment A for that year as reflected in Exhibit M WLPHV WKH 6HWWOLQJ 6WDWH¶V 2 M-2 times the Settling State’s Overall Allocation Percentage. . c. Eligibility for Incentive Payment A is as follows: a. For the Payment Years 1 and 2, all Settling States are deemed eligible for Incentive Payment A. b. For each Payment Year other than Payment Years 1 and 2, a : A Settling State is eligible for Incentive Payment A if, as of sixty two (602) calendar days prior to the Payment Date (except that in Payment Year 3, this date is as years of the Payment Effective Date), : (i) there is a Bar in that State in full force and effect, (ii) there is a Settlement Class Resolution in that State in full force and effect, (iii) the Released Claims of all of the following entities are released through the execution of Subdivision Settlement Participation Forms, or there is a Case-Specific Resolution against such entities: all Primary Subdivisions, Litigating Subdivisions, School Districts with a K-12 student enrollment of at least 25,00025,000 or .10% of a State's population, whichever is greater, Hospital Districts that have at least one hundred twenty-five (125) hospital beds in one or more hospitals rendering services in that district, and Primary Fire Districts; or (iv) a combination of the actions in clauses (i)-(iii) has achieved the same level of resolution of Claims by Subdivisions (e.g., a Bar against future litigation combined with full joinder by Litigating Subdivisions). For the avoidance of doubt, subsection (iv) cannot be satisfied unless all Litigating Subdivisions are Participating Subdivisions or there is a Case-Specific Resolution against any such Subdivisions that are not Participating Subdivisions. Walgreens and the Enforcement Committee shall meet and confer in order to agree on data sources for purposes of this Section prior to the Preliminary Agreement Date. d. A Settling State that is not eligible for Incentive Payment A as of two (2) years after the Effective Date shall not be eligible for Incentive Payment A for that Payment Year or any subsequent Payment Years. e. Walgreens shall indicate before the Initial Participation Date whether existing legislation in a Settling State is sufficient to qualify as a Bar. f. If a Settling State is not eligible for Incentive Payment A as of the Payment Date for Payment Year 2, and becomes eligible for Incentive Payment A as of Payment Date for Payment Year 3, it shall receive the payment that it would have received for Incentive Payment A for Payment Year 2 (the “Incentive Payment A Catch-up Payment”) beginning on the Payment Date for Payment Year 3. If a Settling State is not eligible for Incentive Payment A as of the Payment Date for Payment Year 3, and becomes eligible for Incentive Payment A as two (2) years after the Effective Date, it shall receive the payment that it would have received for Incentive Payment A for Payment Years 2 and 3 (also an “Incentive Payment A Catch-up Payment”) beginning on the Payment Date for Payment Year 4. The Incentive A Catch-up Payment shall be reduced by any amounts paid to the Settling State under Incentives Payments B or C prior to the Settling State’s eligibility for Incentive Payment A. The Incentive Payment A Catch-up Payment is subject to the Annual Maximum as set forth in Section IV.B.2. In the event that the full amount of Incentive Payment A Catch-up Payments is limited by the Annual Maximum, the process set forth in Section g. If Walgreens made a payment under Incentive Payment A solely on the basis of a Bar or Settlement Class Resolution in a Settling State and that Bar or Settlement Class Resolution is subsequently removed, revoked, rescinded, reversed, overruled, interpreted in a manner to limit the scope of the release, or otherwise deprived of force or effect in any material respect, that Settling State shall not be eligible for Incentive Payment A thereafter, unless the State requalifies for Incentive Payment A through any method pursuant to Section IV.H.4.b, in which case the Settling State shall be eligible for Incentive Payment A less any litigation fees and costs incurred by Walgreens in the interim, except that, if the re-imposition occurs after the completion of opening statements in a trial involving a Released Claim, the Settling State shall not be eligible for Incentive Payment A (unless this exception is waived by Walgreens).