Common use of Transition Payments Clause in Contracts

Transition Payments. In the event that Wal-Mart should initiate the termination of the Associate's employment, Wal-Mart will, for a period of two (2) years from the effective date of such termination ("the Transition Period"), continue to pay the Associate his or her base salary at the rate in effect on the date of termination, subject to such withholding as may be required by law and subject to the following conditions and offsets: (A) Transition Payments will not be payable if the Associate is terminated as the result of a violation of Wal-Mart policy; (B) In the event that the Associate is demoted or reassigned so that he or she ceases to be a key executive as defined or determined by the Executive Committee, the Associate will no longer be bound by the Covenant Not to Compete set forth in Paragraph 4 below and will cease to be eligible for any of the benefits or payments (e.g., Transition Payments) provided by this Agreement. In addition, it is understood that, upon ceasing to be a key executive, the Associate would forfeit the stock options granted by this Agreement, but only to the extent that those options have not vested as of the date of demotion or reassignment; (C) No Transition Payments will be payable if the Associate voluntarily resigns or retires from his or her employment with Wal- Mart; (D) Given the availability of other programs designed to provide financial protection in such circumstances, Transition Payments will not be payable under this Agreement in the event of the Associate's death or disability. If the Associate should die during the Transition Period, Transition Payments will cease at that time, and his or her heirs will have no entitlement to the continuation of such payments. Transition Payments will not be affected by the disability of the Associate during the Transition Period. (E) Transition Payments will be offset by any amounts that the Associate may earn during the Transition Period by virtue of self- employment or employment with, or involvement in, an entity other than a Competing Business as defined in Paragraph 4(B) below. Violation by the Associate of his obligations under Paragraph 4 or Paragraph 5 below, or any other act that is materially harmful to Wal-Mart's business interests, during the Transition Period will result in the immediate termination of Transition Payments in addition to any other remedies that may be available to Wal-Mart; (F) Transition Payments will be payable on such regularly scheduled paydays as may be adopted and instituted by Wal-Mart for its other salaried employees. (G) Receipt of Transition Payments will not entitle the Associate to participate during the Transition Period in any of the other incentive, stock option, profit sharing, or other associate benefit plans or programs maintained by Wal-Mart, and the Associate shall be entitled to participate in such plans or programs only to the extent that the terms of the plan or program provide for participation by former associates. Such participation, if any, shall be governed by the terms of the applicable plan or program.

Transition Payments. In the event that Wal-Mart should initiate the termination of the Associate's ’s employment, Wal-Mart will, for a period of two (2) years from the effective date of such termination ("“the Transition Period"”), continue to pay the Associate his or her base salary at the rate in effect on the date of termination, subject to such withholding as may be required by law and subject to the following conditions and offsets: (A) Transition Payments will not be payable if the Associate is terminated as the result of a violation of Wal-Mart policy; (B) In the event that the Associate is demoted or reassigned so that he or she ceases to be a key executive as defined or determined by the Executive Committee, the Associate will no longer be bound by the Covenant Not to Compete set forth in Paragraph 4 3 below and will cease to be eligible for any of the benefits or payments (e.g., Transition Payments) provided by this Agreement. In addition, it is understood that, upon ceasing to be a key executive, the Associate would forfeit the stock options granted by this Agreement, but only to the extent that those options have not vested as of the date of demotion or reassignment;. (C) No Transition Payments will be payable if the Associate voluntarily resigns or retires from his or her employment with Wal- Wal-Mart; (D) Given the availability of other programs designed to provide financial protection in such circumstances, Transition Payments will not be payable under this Agreement in the event of the Associate's ’s death or disability. If the Associate should die during the Transition Period, Transition Payments will cease at that time, and his or her heirs will have no entitlement to the continuation of such payments. Transition Payments will not be affected by the disability of the Associate during the Transition Period. (E) Transition Payments will be offset by any amounts that the Associate may earn during the Transition Period by virtue of self- self-employment or employment with, or involvement in, an entity other than a Competing Business as defined in Paragraph 4(B3(B) below. Violation by the Associate of his obligations under Paragraph 4 3 or Paragraph 5 4 below, or any other act that is materially harmful to Wal-Mart's ’s business interests, during the Transition Period will result in the immediate termination of Transition Payments in addition to any other remedies that may be available to Wal-Mart; (F) Transition Payments will be payable on such regularly scheduled paydays as may be adopted and instituted by Wal-Mart for its other salaried employees. (G) Receipt of Transition Payments will not entitle the Associate to participate during the Transition Period in any of the other incentive, stock option, profit sharing, or other associate benefit plans or programs maintained by Wal-Mart, and the Associate shall be entitled to participate in such plans or programs only to the extent that the terms of the plan or program provide for participation by former associates. Such participation, if any, shall be governed by the terms of the applicable plan or program.

Transition Payments. In For purposes of this Agreement, the event that Wal-Mart should initiate the termination of the Associate's employment, Wal-Mart will, for a period of two (2) years from term "Separation Date" means the effective date of such Associate’s termination ("the Transition Period")of employment with Walmart. If Walmart terminates Associate’s employment, continue to Walmart will pay the Associate his or her certain transition payment(s) as detailed below based upon Associate’s base salary at the rate in effect on the date of terminationSeparation Date (“Transition Payments”), subject to such withholding as may be required by law and subject to the following conditions set forth in this Section II. Transition Payments will commence and offsets:be paid at the times and in the amounts provided in Section II (f). (Aa) Transition Payments will not be payable paid if the Associate is terminated as the result of a Associate’s violation of Wal-Mart any Walmart policy;. (B) In the event that the Associate is demoted or reassigned so that he or she ceases to be a key executive as defined or determined by the Executive Committee, the Associate will no longer be bound by the Covenant Not to Compete set forth in Paragraph 4 below and will cease to be eligible for any of the benefits or payments (e.g., Transition Payments) provided by this Agreement. In addition, it is understood that, upon ceasing to be a key executive, the Associate would forfeit the stock options granted by this Agreement, but only to the extent that those options have not vested as of the date of demotion or reassignment; (Cb) No Transition Payments will be payable paid if the Associate voluntarily resigns or retires from his or her employment with Wal- Mart;Walmart. (Dc) Receipt of Transition Payments is contingent on Associate executing a waiver and release of claims at the time of Associate’s separation from employment with Walmart in a form that is satisfactory to Walmart. d) Given the availability of other programs designed to provide financial protection in such circumstances, Transition Payments will not be payable paid under this Agreement in if Associate dies or becomes disabled on or before the event of the Associate's death or disabilitySeparation Date. If the Associate should die dies during the period when Transition PeriodPayments are being made, Transition Payments will cease at that timecease, and his or her Associate’s heirs will have no entitlement not be entitled to the continuation of such payments. Transition Payments will not be affected by should Associate become disabled after the disability Separation Date. e) Associate’s violation of the Associate during the Transition Period. (E) Transition Payments will be offset by any amounts that the Associate may earn during the Transition Period by virtue of self- employment or employment with, or involvement in, an entity other than a Competing Business as defined in Paragraph 4(B) below. Violation by the Associate of his obligations under Paragraph 4 Sections IV, V or Paragraph 5 VI, below, or any other act that is materially harmful to Wal-Mart's Walmart’s business interestsinterests while the Agreement remains in effect, during the Transition Period will result in the immediate termination of the Transition Payments, the recovery of the Transition Payments in addition to already made, and any other remedies that may be available to WalWalmart. In such event, Associate acknowledges that this Agreement and Associate's obligations hereunder shall continue per their terms and that Associate shall not claim that the Agreement fails for lack of consideration in light of the Sign-Mart;On Bonus and Initial Employment specifically referenced and incorporated above. (Ff) Transition Payments will be payable paid on the following schedule based on length of service: i. Should Associate's Separation Date be on or before January 31, 2020, the Transition Payment will be equivalent to three (3) months of base salary, and will be paid within thirty (30) days of the Separation Date; ii. Should Associate's Separation Date be anytime between February 1, 2020 through January 31, 2021, the Transition Payment will be one (1) year of base salary. 50% of such Transition Payment will be paid within thirty (30) days of the Separation Date and the remainder will be paid in accordance with subsection iv below; and iii. Should Associate's Separation Date be on or after February 1, 2021, the Transition Payment will be two (2) years of base salary. 25% of such Transition Payment will be paid within thirty (30) days of the Separation Date and the remainder will be paid in accordance with subsection iv below. iv. The remainder of the Transition Payments per subsection ii and iii above shall commence on the first regularly scheduled paydays pay period six (6) months after Associate’s termination and shall be made during each regularly scheduled pay period thereafter until paid in full. Each Transition Payment shall be the amount which would have continued as may part of Associate’s regular base salary, less applicable withholding, and shall be adopted made in the regularly scheduled payroll cycle, subject to the terms and instituted by Wal-Mart for its other salaried employeesconditions of this Agreement. (Gg) Receipt of Transition Payments will not entitle the Associate to participate during the Transition Period in any of the other incentive, restricted stock, performance share, stock option, stock incentive, profit sharing, management incentive or other associate benefit plans plan or programs program maintained by Wal-MartWalmart; except that, and the Associate shall will be entitled to participate in such plans or programs only to the extent that the terms of the plan or program provide for participation by former associates. Such participation, if any, shall be governed by the terms of the applicable plan or program.

Transition Payments. In the event that Wal-Mart should initiate the termination of the Associate's ’s employment, Wal-Mart will, for a period of two (2) years from the effective date of such termination ("“the Transition Period"”), continue to pay the Associate his or her base salary at the rate in effect on the date of termination, subject to such withholding as may be required by law and subject to the following conditions and offsets: (A) Transition Payments will not be payable if the Associate is terminated as the result of a violation of Wal-Mart policy; (B) In the event that the Associate is demoted or reassigned so that he or she ceases to be a key executive as defined or determined by the Executive Committee, the Associate will no longer be bound by the Covenant Not to Compete set forth in Paragraph 4 below and will cease to be eligible for any of the benefits or payments (e.g., Transition Payments) provided by this Agreement. In addition, it is understood that, upon ceasing to be a key executive, the Associate would forfeit the stock options granted by this Agreement, but only to the extent that those options have not vested as of the date of demotion or reassignment; (C) No Transition Payments will be payable if the Associate voluntarily resigns or retires from his or her employment with Wal- Wal-Mart; (D) Given the availability of other programs designed to provide financial protection in such circumstances, Transition Payments will not be payable under this Agreement in the event of the Associate's ’s death or disability. If the Associate should die during the Transition Period, Transition Payments will cease at that time, and his or her heirs will have no entitlement to the continuation of such payments. Transition Payments will not be affected by the disability of the Associate during the Transition Period. (E) Transition Payments will be offset by any amounts that the Associate may earn during the Transition Period by virtue of self- self-employment or employment with, or involvement in, an entity other than a Competing Business as defined in Paragraph 4(B) below. Violation by the Associate of his obligations under Paragraph 4 or Paragraph 5 below, or any other act that is materially harmful to Wal-Mart's ’s business interests, during the Transition Period will result in the immediate termination of Transition Payments in addition to any other remedies that may be available to Wal-Mart; (F) Transition Payments will be payable on such regularly scheduled paydays as may be adopted and instituted by Wal-Mart for its other salaried employees. (G) Receipt of Transition Payments will not entitle the Associate to participate during the Transition Period in any of the other incentive, stock option, profit sharing, or other associate benefit plans or programs maintained by Wal-Mart, and the Associate shall be entitled to participate in such plans or programs only to the extent that the terms of the plan or program provide for participation by former associates. Such participation, if any, shall be governed by the terms of the applicable plan or program.

Transition Payments. In the event that Wal-Mart should initiate the termination of the Associate's ’s employment, Wal-Mart will, for a period of two (2) years from the effective date of such termination ("“the Transition Period"”), continue to pay the Associate his or her base salary at the rate in effect on the date of termination, subject to such withholding as may be required by law and subject to the following conditions and offsets: (A) Transition Payments will not be payable if the Associate is terminated as the result of a violation of Wal-Mart policy; (B) In the event that the Associate is demoted or reassigned so that he or she ceases to be a key executive as defined or determined by the Executive Committee, the Associate will no longer be bound by the Covenant Not to Compete set forth in Paragraph 4 below and will cease to be eligible for any of the benefits or payments (e.g., Transition Payments) provided by this Agreement. In addition, it is understood that, upon ceasing to be a key executive, the Associate would forfeit the stock options granted by this Agreement, but only to the extent that those options have not vested as of the date of demotion or reassignment; (C) No Transition Payments will be payable if the Associate voluntarily resigns or retires from his or her employment with Wal- Wal-Mart; (D) Given the availability of other programs designed to provide financial protection in such circumstances, Transition Payments will not be payable under this Agreement in the event of the Associate's ’s death or disability. If the Associate should die during the Transition Period, Transition Payments will cease at that time, and his or her heirs will have no entitlement to the continuation of such payments. Transition Payments will not be affected by the disability of the Associate during the Transition Period. (E) Transition Payments will be offset by any amounts that the Associate may earn during the Transition Period by virtue of self- self-employment or employment with, or involvement in, an entity other than a Competing Business as defined in Paragraph 4(B) below. Violation by the Associate of his obligations under Paragraph 4 or Paragraph 5 below, or any other act that is materially harmful to Wal-Mart's ’s business interests, during the the, Transition Period will result in the immediate termination of Transition Payments in addition to any arty other remedies that may be available to Wal-Mart; (F) Transition Payments will be payable on such regularly scheduled paydays as may be adopted and instituted by Wal-Mart for its other salaried employees. (G) Receipt of Transition Payments will not entitle the Associate to participate during the Transition Period in any of the other incentive, stock option, profit sharing, or other associate benefit plans or programs maintained by Wal-Mart, and the Associate shall be entitled to participate in such plans or programs only to the extent that the terms of the plan or program provide for participation by former associates. Such participation, if any, shall be governed by the terms of the applicable plan or program.