Common use of Reimbursement Procedure Clause in Contracts

Reimbursement Procedure. The reimbursements of the UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments shall be made according to the following procedure: (i) GM shall reimburse Delphi for 100% of the UAW Retirement Incentives, 50% of the UAW Buy Out Payments, and 100% of the UAW Buy Down Payments, as applicable, plus 100% of the incremental Delphi portion of FICA taxes paid due to the UAW Retirement Incentives, 50% of the incremental Delphi portion of FICA taxes paid due to the UAW Buy Out Payments, and 100% of the incremental Delphi portion of FICA taxes paid due to the UAW Buy Down Payments, as applicable (collectively, the “UAW-Related Reimbursements”). (ii) The UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments shall be made through Delphi payroll in the month that the employee retirement or buy out is effective, or, regarding buy down, the month each required payment is made, or as soon as possible thereafter. Delphi shall be responsible for all information reporting obligations arising from the UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments and for remittance of all associated tax withholding and payroll taxes to the applicable taxing authorities. (iii) The UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments shall be reviewed by Delphi for garnishments, child support, or other payments for which Delphi is legally required to reduce payments to be made to an employee. GM shall reimburse Delphi the full amount due hereunder without regard to any legally required reduction of payments to an employee. (iv) The amount of the UAW-Related Reimbursements and supporting detail showing the UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments made by Delphi shall be provided in an invoice to GM (the “UAW Reimbursement Invoice”). The UAW Reimbursement Invoice shall be supported by the following information regarding each Delphi employee receiving such payment: name, social security number, CISCO code, last plant location, last employment status, date of retirement (if applicable), retirement type code (if applicable) (e.g. 30 & out, 85 point, 60 & 10, normal), date of separation (if applicable), the nature and amount of the payment, payment date, roll number, and detail showing the incremental Delphi portion of FICA tax payments made due to the UAW Retirement Incentives, the UAW Buy Out Payments, or the UAW Buy Down Payments, as applicable. Such UAW Reimbursement Invoice shall contain a representation that such information is substantially complete and substantially accurate in all respects. (v) GM shall pay all amounts in each UAW Reimbursement Invoice that contains all information and representations required by section 3.02(j)(iv) hereof within thirty (30) days following the receipt by GM of each respective UAW Reimbursement Invoice or as otherwise agreed by GM and Delphi (if the 30th day falls on a weekend or holiday, GM shall pay Delphi on the next business day).

Reimbursement Procedure. The reimbursements (a) Annually, FHI shall provide BWCorp with a statement of the UAW Retirement Incentivesamounts it expects to charge BWCorp monthly for Reimbursable Expenses for the twelve (12) months following the date of such statement. Semiannually, FHI shall adjust the amounts expected to be charged to reflect any increase or decrease in its actual costs or the services actually provided; provided that FHI shall revise the amounts expected to be charged at more frequent intervals if FHI reasonably determines such expected amounts will likely materially differ from amounts previously estimated. (b) FHI shall charge BWCorp monthly in arrears for Reimbursable Expenses. FHI shall provide sufficient detail to BWCorp for all monthly charges to permit BWCorp to verify that the charges cover Reimbursable Expenses. BWCorp, or BWHI if BWCorp designates BWHI to do so, shall pay FHI any undisputed portion of a ▇▇▇▇ no later than ten (10) Business Days after receiving such ▇▇▇▇. (c) Within ten (10) Business Days of receiving a ▇▇▇▇ for Reimbursable Expenses, BWCorp may object to any item that it reasonably and in good faith determines not to be a Reimbursable Expense. If such objection is made, the UAW Buy Out Paymentsparties will cooperate in good faith to address any such objection and resolve any related dispute and, and if they are not able to resolve any such dispute between themselves, will resolve such dispute in accordance with the UAW Buy Down Payments provisions of Section 6 of the Master Reorganization Agreement. (d) No payment owed by BWCorp to FHI shall be made according deemed to be late or in default if and to the following procedure:extent that such payment is in dispute pursuant to Section 3.2(c); provided that any payments owed by BWCorp to FHI related to a disputed portion of a ▇▇▇▇ shall be paid within ten (10) Business Days of such dispute being resolved. (e) FHI shall maintain sufficient records, in reasonable detail, of (i) GM shall reimburse Delphi for 100% of the UAW Retirement Incentives, 50% of amounts charged by FHB to FHI under the UAW Buy Out Payments, FHB-FHI MSA and 100% of the UAW Buy Down Payments, as applicable, plus 100% of the incremental Delphi portion of FICA taxes paid due to the UAW Retirement Incentives, 50% of the incremental Delphi portion of FICA taxes paid due to the UAW Buy Out Payments, and 100% of the incremental Delphi portion of FICA taxes paid due to the UAW Buy Down Payments, as applicable (collectively, the “UAW-Related Reimbursements”). (ii) The UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments shall be made through Delphi payroll in the month that the employee retirement or buy out is effective, or, regarding buy down, the month each required payment is made, or as soon as possible thereafter. Delphi shall be responsible for all information reporting obligations arising from the UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments and for remittance of all associated tax withholding and payroll taxes expenses incurred by FHI pursuant to the applicable taxing authoritiesStockholder Agreement that constitute Reimbursable Expenses. Upon request, FHI shall provide copies of such records to BWCorp, subject to Section 6.1 of this Agreement. (iii) The UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments shall be reviewed by Delphi for garnishments, child support, or other payments for which Delphi is legally required to reduce payments to be made to an employee. GM shall reimburse Delphi the full amount due hereunder without regard to any legally required reduction of payments to an employee. (iv) The amount of the UAW-Related Reimbursements and supporting detail showing the UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments made by Delphi shall be provided in an invoice to GM (the “UAW Reimbursement Invoice”). The UAW Reimbursement Invoice shall be supported by the following information regarding each Delphi employee receiving such payment: name, social security number, CISCO code, last plant location, last employment status, date of retirement (if applicable), retirement type code (if applicable) (e.g. 30 & out, 85 point, 60 & 10, normal), date of separation (if applicable), the nature and amount of the payment, payment date, roll number, and detail showing the incremental Delphi portion of FICA tax payments made due to the UAW Retirement Incentives, the UAW Buy Out Payments, or the UAW Buy Down Payments, as applicable. Such UAW Reimbursement Invoice shall contain a representation that such information is substantially complete and substantially accurate in all respects. (v) GM shall pay all amounts in each UAW Reimbursement Invoice that contains all information and representations required by section 3.02(j)(iv) hereof within thirty (30) days following the receipt by GM of each respective UAW Reimbursement Invoice or as otherwise agreed by GM and Delphi (if the 30th day falls on a weekend or holiday, GM shall pay Delphi on the next business day).

Reimbursement Procedure. The reimbursements reimbursement or payment, as applicable, of the UAW IUE-CWA Retirement Incentives, Incentives and the UAW IUE-CWA Buy Out Payments, and the UAW Buy Down Payments shall be made according to the following procedureprocedures: (i) GM shall reimburse Delphi for 100% of the UAW IUE-CWA Retirement Incentives, 50% of the UAW IUE-CWA Buy Out Payments, and 100% of the UAW Buy Down Payments, as applicable, plus 100% of the incremental Delphi portion of FICA taxes paid due to the UAW IUE-CWA Retirement Incentives, and 50% of the incremental Delphi portion of FICA taxes paid due to the UAW IUE-CWA Buy Out Payments, and 100% of the incremental Delphi portion of FICA taxes paid due to the UAW Buy Down Payments, as applicable (collectively, the “UAWIUE-CWA-Related Reimbursements”). (ii) The UAW IUE-CWA Retirement Incentives, and the UAW IUE-CWA Buy Out Payments, and the UAW Buy Down Payments shall be made through Delphi payroll in the month that the employee retirement or buy out is effective, or, regarding buy down, the month each required payment is made, or as soon as possible thereafter. Delphi shall be responsible for all information reporting obligations arising from the UAW IUE-CWA Retirement Incentives, Incentives and the UAW IUE-CWA Buy Out Payments, and the UAW Buy Down Payments and for remittance of all associated tax withholding and payroll taxes to the applicable taxing authorities. (iii) The UAW IUE-CWA Retirement Incentives, Incentives and the UAW IUE-CWA Buy Out Payments, and the UAW Buy Down Payments shall be reviewed by Delphi for garnishments, child support, or other payments for which Delphi is legally required to reduce payments to be made to an employee. GM shall reimburse Delphi the full amount due hereunder with respect to the IUE-CWA Retirement Incentives and the IUE-CWA Buy Out Payments without regard to any legally required reduction of payments to an employee. (iv) The amount of the UAWIUE-CWA-Related Reimbursements and the supporting detail showing the UAW IUE-CWA Retirement Incentives, Incentives and the UAW IUE-CWA Buy Out Payments, and the UAW Buy Down Payments made by Delphi shall be provided in an invoice to GM (the “UAW IUE-CWA Reimbursement Invoice”). The UAW IUE-CWA Reimbursement Invoice shall be supported by the following information regarding each Delphi employee receiving such payment: name, social security number, CISCO code, last plant location, last employment status, date of retirement (if applicable), retirement type code (if applicable) (e.g. 30 & out, 85 point, 60 & 10, normal), date of separation (if applicable), the nature and amount of the payment, payment date, roll number, and detail showing the incremental Delphi portion of FICA tax payments made due related to the UAW Retirement Incentives, the UAW Buy Out Payments, or the UAW Buy Down Payments, as applicableIUE-CWA-Related Reimbursements. Such UAW IUE-CWA Reimbursement Invoice shall contain a representation that such information is substantially complete and substantially accurate in all respects. (v) GM shall pay all amounts in each UAW IUE-CWA Reimbursement Invoice that contains all information and representations required by section 3.02(j)(iv3.03(e)(iv) hereof within thirty (30) days following the receipt by GM of each respective UAW IUE-CWA Reimbursement Invoice or as otherwise agreed by GM and Delphi (if the 30th day falls on a weekend or holiday, GM shall pay Delphi on the next business day).

Reimbursement Procedure. The reimbursements reimbursement or payment, as applicable of the UAW USW Retirement Incentives, Incentives and the UAW USW Buy Out Payments, and the UAW Buy Down Payments shall be made according to the following procedure: (i) GM shall reimburse Delphi for 100% of the UAW USW Retirement Incentives, Incentives and 50% of the UAW USW Buy Out Payments, and 100% of the UAW Buy Down Payments, as applicable, plus 100% of the incremental Delphi portion of FICA taxes paid due to the UAW USW Retirement Incentives, Incentives and 50% of the incremental Delphi portion of FICA taxes paid due to the UAW USW Buy Out Payments, and 100% of the incremental Delphi portion of FICA taxes paid due to the UAW Buy Down Payments, as applicable (collectively, the “UAWUSW-Related Reimbursements”). (ii) The UAW USW Retirement Incentives, Incentives and the UAW USW Buy Out Payments, and the UAW Buy Down Payments shall be made through Delphi payroll in the month that the employee retirement or buy out is effective, or, regarding buy down, the month each required payment is made, or as soon as possible thereafter. Delphi shall be responsible for all information reporting obligations arising from the UAW USW Retirement Incentives, Incentives and the UAW USW Buy Out Payments, and the UAW Buy Down Payments and for remittance of all associated tax withholding and payroll taxes to the applicable taxing authorities. (iii) The UAW USW Retirement Incentives, Incentives and the UAW USW Buy Out Payments, and the UAW Buy Down Payments shall be reviewed by Delphi for garnishments, child support, or other payments for which Delphi is legally required to reduce payments to be made to an employee. GM shall reimburse Delphi the full amount due hereunder without regard to any legally required reduction of payments to an employee. (iv) The amount of the UAWUSW-Related Reimbursements and supporting detail showing the UAW USW Retirement Incentives, Incentives and the UAW USW Buy Out Payments, and the UAW Buy Down Payments made by Delphi shall be provided in an invoice to GM (the “UAW USW Reimbursement Invoice”). The UAW USW Reimbursement Invoice shall be supported by the following information regarding each Delphi employee receiving such payment: name, social security number, CISCO code, last plant location, last employment status, date of retirement (if applicable), retirement type code (if applicable) (e.g. 30 & out, 85 point, 60 & 10, normal), date of separation (if applicable), the nature and amount of the payment, payment date, roll number, and detail showing the incremental Delphi portion of FICA tax payments made due related to the UAW Retirement Incentives, the UAW Buy Out Payments, or the UAW Buy Down Payments, as applicableUSW-Related Reimbursements. Such UAW USW Reimbursement Invoice shall contain a representation that such information is substantially complete and substantially accurate in all respects. (v) GM shall pay all amounts in each UAW USW Reimbursement Invoice that contains all information and representations required by section 3.02(j)(iv3.04(d)(iv) hereof within thirty (30) days following the receipt by GM of each respective UAW USW Reimbursement Invoice or as otherwise agreed by GM and Delphi (if the 30th day falls on a weekend or holiday, GM shall pay Delphi on the next business day).

Reimbursement Procedure. The Except as may be otherwise provided in this Agreement, reimbursements will be made as follows: 1. Upon execution and delivery of this Agreement by both parties, the Recipient may request immediate reimbursement of any eligible incurred planning and design allowance costs through submission to the State Water Board of the UAW Retirement IncentivesReimbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed, except that the Recipient may not acquire or request reimbursement of costs for materials, equipment, or land until after any required environmental review process is complete and the Division provides written notice that such items may be reimbursed under this Agreement. To be eligible for reimbursement, Project Costs, including any planning and design allowance costs, must have been incurred in compliance with all applicable requirements, including the state cross-cutting requirements listed in Exhibits C and D. 2. The Recipient must submit a Reimbursement Request for costs incurred prior to the date this Agreement is executed by the State Water Board no later than ninety (90) days after this Agreement is executed by the State Water Board. Late Reimbursement Requests may not be honored. 3. Additional Project Funds will be promptly disbursed to the Recipient upon receipt of Reimbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed by the Recipient for incurred costs consistent with this Agreement, along with receipt of progress reports due under this Agreement. 4. The Recipient shall not solicit construction bids or conduct any construction activities until the Division has provided written bid solicitation approval. The Division will not provide bid solicitation approval until after the Division completes its applicable review, which will include but not be limited to environmental review. 5. The Recipient must not request reimbursement for any Project Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of Reimbursement Request. Supporting documentation (e.g., receipts) must be submitted with each Reimbursement Request. The amount requested for Recipient’s administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Reimbursement of Project Funds will be made only after receipt of a complete, adequately supported, properly documented, and accurately addressed Reimbursement Request. Upon request by the Division, supporting documents for professional and administrative services must include the employees’ names, classifications, labor rates, hours worked, and descriptions of the tasks performed. Reimbursement Requests submitted without supporting documents may be wholly or partially withheld at the discretion of the Division. 6. The Recipient must spend Project Funds within 30 days of receipt. If the Recipient earns interest earned on Project Funds, it must report that interest immediately to the State Water Board. The State Water Board may deduct earned interest from future reimbursements. 7. The Recipient must not request a reimbursement unless that Project Cost is allowable, reasonable, and allocable. 8. Notwithstanding any other provision of this Agreement, no reimbursement shall be required at any time or in any manner which is in violation of or in conflict with federal or state laws, policies, or regulations. Notwithstanding any other provision of this Agreement, the UAW Buy Out Payments, and Recipient agrees that the UAW Buy Down Payments shall be made according State Water Board may retain an amount equal to the following procedure: ten percent (i10%) GM shall reimburse Delphi for 100% of the UAW Retirement Incentives, 50% of the UAW Buy Out Payments, and 100% of the UAW Buy Down Payments, as applicable, plus 100% of the incremental Delphi portion of FICA taxes paid Project Funding Amount until Project Completion. Any retained amounts due to the UAW Retirement Incentives, 50% of the incremental Delphi portion of FICA taxes paid due Recipient will be promptly disbursed to the UAW Buy Out PaymentsRecipient, and 100% of without interest, upon Project Completion. No Project construction shall proceed until after the incremental Delphi portion of FICA taxes paid due Division has provided approval for construction to proceed. Construction costs incurred prior to the UAW Buy Down Payments, as applicable (collectively, the “UAW-Related Reimbursements”). (ii) The UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments shall be made through Delphi payroll in the month date that the employee retirement or buy out is effective, or, regarding buy down, the month each required payment is made, or as soon as possible thereafterDivision provides approval to proceed are not eligible for reimbursement. Delphi shall be responsible No disbursement for all information reporting obligations arising from the UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments and for remittance of all associated tax withholding and payroll taxes to the applicable taxing authorities. (iii) The UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments shall be reviewed by Delphi for garnishments, child support, or other payments for which Delphi is legally required to reduce payments to be made to an employee. GM shall reimburse Delphi the full amount due hereunder without regard to any legally required reduction of payments to an employee. (iv) The amount of the UAW-Related Reimbursements and supporting detail showing the UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments made by Delphi construction costs shall be provided in an invoice to GM (until after the “UAW Reimbursement Invoice”). The UAW Reimbursement Invoice shall be supported Division has approved the final budget form(s) submitted by the following information regarding each Delphi employee receiving such payment: name, social security number, CISCO code, last plant location, last employment status, date of retirement (if applicable), retirement type code (if applicable) (e.g. 30 & out, 85 point, 60 & 10, normal), date of separation (if applicable), Recipient including the nature and amount of the payment, payment date, roll number, and detail showing the incremental Delphi portion of FICA tax payments made due to the UAW Retirement Incentives, the UAW Buy Out Payments, or the UAW Buy Down Payments, as applicable. Such UAW Reimbursement Invoice shall contain a representation that such information is substantially complete and substantially accurate in all respectsapplicable costs. (v) GM shall pay all amounts in each UAW Reimbursement Invoice that contains all information and representations required by section 3.02(j)(iv) hereof within thirty (30) days following the receipt by GM of each respective UAW Reimbursement Invoice or as otherwise agreed by GM and Delphi (if the 30th day falls on a weekend or holiday, GM shall pay Delphi on the next business day).

Reimbursement Procedure. The reimbursements of the UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments shall be made according to the following procedure: (i) GM shall reimburse Delphi for 100% of the UAW Retirement Incentives, 50% of the UAW Buy Out Payments, and 100% of the UAW Buy Down Payments, as applicable, plus 100% of the incremental Delphi portion of FICA taxes paid due to the UAW Retirement Incentives, 50% of the incremental Delphi portion of FICA taxes paid due to the UAW Buy Out Payments, and 100% of the incremental Delphi portion of FICA taxes paid due to the UAW Buy Down Payments, as applicable (collectively, the “"UAW-Related Reimbursements”"). (ii) The UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments shall be made through Delphi payroll in the month that the employee retirement or buy out is effective, or, regarding buy down, the month each required payment is made, or as soon as possible thereafter. Delphi shall be responsible for all information reporting obligations arising from the UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments and for remittance of all associated tax withholding and payroll taxes to the applicable taxing authorities. (iii) The UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments shall be reviewed by Delphi for garnishments, child support, or other payments for which Delphi is legally required to reduce payments to be made to an employee. GM shall reimburse Delphi the full amount due hereunder without regard to any legally required reduction of payments to an employee. (iv) The amount of the UAW-Related Reimbursements and supporting detail showing the UAW Retirement Incentives, the UAW Buy Out Payments, and the UAW Buy Down Payments made by Delphi shall be provided in an invoice to GM (the “"UAW Reimbursement Invoice”). The UAW Reimbursement Invoice shall be supported by the following information regarding each Delphi employee receiving such payment: name, social security number, CISCO code, last plant location, last employment status, date of retirement (if applicable), retirement type code (if applicable) (e.g. 30 & out, 85 point, 60 & 10, normal), date of separation (if applicable), the nature and amount of the payment, payment date, roll number, and detail showing the incremental Delphi portion of FICA tax payments made due to the UAW Retirement Incentives, the UAW Buy Out Payments, or the UAW Buy Down Payments, as applicable. Such UAW Reimbursement Invoice shall contain a representation that such information is substantially complete and substantially accurate in all respects. (v) GM shall pay all amounts in each UAW Reimbursement Invoice that contains all information and representations required by section 3.02(j)(iv) hereof within thirty (30) days following the receipt by GM of each respective UAW Reimbursement Invoice or as otherwise agreed by GM and Delphi (if the 30th day falls on a weekend or holiday, GM shall pay Delphi on the next business day)."

Reimbursement Procedure. The reimbursements reimbursement or payment, as applicable of the UAW USW Retirement Incentives, Incentives and the UAW USW Buy Out Payments, and the UAW Buy Down Payments shall be made according to the following procedure: (i) GM shall reimburse Delphi for 100% of the UAW USW Retirement Incentives, Incentives and 50% of the UAW USW Buy Out Payments, and 100% of the UAW Buy Down Payments, as applicable, plus 100% of the incremental Delphi portion of FICA taxes paid due to the UAW USW Retirement Incentives, Incentives and 50% of the incremental Delphi portion of FICA taxes paid due to the UAW USW Buy Out Payments, and 100% of the incremental Delphi portion of FICA taxes paid due to the UAW Buy Down Payments, as applicable (collectively, the “UAW"USW-Related Reimbursements”"). (ii) The UAW USW Retirement Incentives, Incentives and the UAW USW Buy Out Payments, and the UAW Buy Down Payments shall be made through Delphi payroll in the month that the employee retirement or buy out is effective, or, regarding buy down, the month each required payment is made, or as soon as possible thereafter. Delphi shall be responsible for all information reporting obligations arising from the UAW USW Retirement Incentives, Incentives and the UAW USW Buy Out Payments, and the UAW Buy Down Payments and for remittance of all associated tax withholding and payroll taxes to the applicable taxing authorities. (iii) The UAW USW Retirement Incentives, Incentives and the UAW USW Buy Out Payments, and the UAW Buy Down Payments shall be reviewed by Delphi for garnishments, child support, or other payments for which Delphi is legally required to reduce payments to be made to an employee. GM shall reimburse Delphi the full amount due hereunder without regard to any legally required reduction of payments to an employee. (iv) The amount of the UAWUSW-Related Reimbursements and supporting detail showing the UAW USW Retirement Incentives, Incentives and the UAW USW Buy Out Payments, and the UAW Buy Down Payments made by Delphi shall be provided in an invoice to GM (the “UAW "USW Reimbursement Invoice”"). The UAW USW Reimbursement Invoice shall be supported by the following information regarding each Delphi employee receiving such payment: name, social security number, CISCO code, last plant location, last employment status, date of retirement (if applicable), retirement type code (if applicable) (e.g. 30 & out, 85 point, 60 & 10, normal), date of separation (if applicable), the nature and amount of the payment, payment date, roll number, and detail showing the incremental Delphi portion of FICA tax payments made due related to the UAW Retirement Incentives, the UAW Buy Out Payments, or the UAW Buy Down Payments, as applicableUSW-Related Reimbursements. Such UAW USW Reimbursement Invoice shall contain a representation that such information is substantially complete and substantially accurate in all respects. (v) GM shall pay all amounts in each UAW USW Reimbursement Invoice that contains all information and representations required by section 3.02(j)(iv3.04(d)(iv) hereof within thirty (30) days following the receipt by GM of each respective UAW USW Reimbursement Invoice or as otherwise agreed by GM and Delphi (if the 30th day falls on a weekend or holiday, GM shall pay Delphi on the next business day).

Reimbursement Procedure. The reimbursements reimbursement or payment, as applicable of the UAW USW Retirement Incentives, Incentives and the UAW USW Buy Out Payments, and the UAW Buy Down Payments shall be made according to the following procedure: (i) GM shall reimburse Delphi for 100% of the UAW USW Retirement Incentives, Incentives and 50% of the UAW USW Buy Out Payments, and 100% of the UAW Buy Down Payments, as applicable, plus 100% of the incremental Delphi portion of FICA taxes paid due to the UAW USW Retirement Incentives, Incentives and 50% of the incremental Delphi portion of FICA taxes paid due to the UAW USW Buy Out Payments, and 100% of the incremental Delphi portion of FICA taxes paid due to the UAW Buy Down Payments, as applicable (collectively, the “UAWUSW-Related Reimbursements”). (ii) The UAW USW Retirement Incentives, Incentives and the UAW USW Buy Out Payments, and the UAW Buy Down Payments shall be made through Delphi payroll in the month that the employee retirement or buy out is effective, or, regarding buy down, the month each required payment is made, or as soon as possible thereafter. Delphi shall be responsible for all information reporting obligations arising from the UAW USW Retirement Incentives, Incentives and the UAW USW Buy Out Payments, and the UAW Buy Down Payments and for remittance of all associated tax withholding and payroll taxes to the applicable taxing authorities. (iii) The UAW USW Retirement Incentives, Incentives and the UAW USW Buy Out Payments, and the UAW Buy Down Payments shall be reviewed by Delphi for garnishments, child support, or other payments for which Delphi is legally required to reduce payments to be made to an employee. GM shall reimburse Delphi the full amount due hereunder without regard to any legally required reduction of payments to an employee. (iv) The amount of the UAWUSW-Related Reimbursements and supporting detail showing the UAW USW Retirement Incentives, Incentives and the UAW USW Buy Out Payments, and the UAW Buy Down Payments made by Delphi shall be provided in an invoice to GM (the “UAW USW Reimbursement Invoice”). The UAW USW Reimbursement Invoice shall be supported by the following information regarding each Delphi employee receiving such payment: name, social security number, CISCO code, last plant location, last employment status, date of retirement (if applicable), retirement type code (if applicable) (e.g. 30 & out, 85 point, 60 & 10, normal), date of separation (if applicable), the nature and amount of the payment, payment date, roll number, and detail showing the incremental Delphi portion of FICA tax payments made due related to the UAW Retirement Incentives, the UAW Buy Out Payments, or the UAW Buy Down Payments, as applicableUSW-Related Reimbursements. Such UAW USW Reimbursement Invoice shall contain a representation that such information is substantially complete and substantially accurate in all respects. (v) GM shall pay all amounts in each UAW USW Reimbursement Invoice that contains all information and representations required by section 3.02(j)(iv3.04(c)(iv) hereof within thirty (30) days following the receipt by GM of each respective UAW USW Reimbursement Invoice or as otherwise agreed by GM and Delphi (if the 30th day falls on a weekend or holiday, GM shall pay Delphi on the next business day).

Reimbursement Procedure. The reimbursements reimbursement or payment, as applicable, of the UAW IUE-CWA Retirement Incentives, Incentives and the UAW IUE-CWA Buy Out Payments, and the UAW Buy Down Payments shall be made according to the following procedureprocedures: (i) GM shall reimburse Delphi for 100% of the UAW IUE- CWA Retirement Incentives, 50% of the UAW IUE-CWA Buy Out Payments, and 100% of the UAW Buy Down Payments, as applicable, plus 100% of the incremental Delphi portion of FICA taxes paid due to the UAW IUE-CWA Retirement Incentives, and 50% of the incremental Delphi portion of FICA taxes paid due to the UAW IUE-CWA Buy Out Payments, and 100% of the incremental Delphi portion of FICA taxes paid due to the UAW Buy Down Payments, as applicable (collectively, the “UAW"IUE-CWA-Related Reimbursements”"). (ii) The UAW IUE-CWA Retirement Incentives, and the UAW IUE- CWA Buy Out Payments, and the UAW Buy Down Payments shall be made through Delphi payroll in the month that the employee retirement or buy out is effective, or, regarding buy down, the month each required payment is made, or as soon as possible thereafter. Delphi shall be responsible for all information reporting obligations arising from the UAW IUE- CWA Retirement Incentives, Incentives and the UAW IUE-CWA Buy Out Payments, and the UAW Buy Down Payments and for remittance of all associated tax withholding and payroll taxes to the applicable taxing authorities. (iii) The UAW IUE-CWA Retirement Incentives, Incentives and the UAW IUE- CWA Buy Out Payments, and the UAW Buy Down Payments shall be reviewed by Delphi for garnishments, child support, or other payments for which Delphi is legally required to reduce payments to be made to an employee. GM shall reimburse Delphi the full amount due hereunder with respect to the IUE-CWA Retirement Incentives and the IUE-CWA Buy Out Payments without regard to any legally required reduction of payments to an employee. (iv) The amount of the UAWIUE-CWA-Related Reimbursements and the supporting detail showing the UAW IUE-CWA Retirement Incentives, Incentives and the UAW IUE-CWA Buy Out Payments, and the UAW Buy Down Payments made by Delphi shall be provided in an invoice to GM (the “UAW "IUE-CWA Reimbursement Invoice”"). The UAW IUE-CWA Reimbursement Invoice shall be supported by the following information regarding each Delphi employee receiving such payment: name, social security number, CISCO code, last plant location, last employment status, date of retirement (if applicable), retirement type code (if applicable) (e.g. 30 & out, 85 point, 60 & 10, normal), date of separation (if applicable), the nature and amount of the payment, payment date, roll number, and detail showing the incremental Delphi portion of FICA tax payments made due related to the UAW Retirement Incentives, the UAW Buy Out Payments, or the UAW Buy Down Payments, as applicableIUE-CWA-Related Reimbursements. Such UAW IUE-CWA Reimbursement Invoice shall contain a representation that such information is substantially complete and substantially accurate in all respects. (v) GM shall pay all amounts in each UAW IUE-CWA Reimbursement Invoice that contains all information and representations required by section 3.02(j)(iv3.03(e)(iv) hereof within thirty (30) days following the receipt by GM of each respective UAW IUE-CWA Reimbursement Invoice or as otherwise agreed by GM and Delphi (if the 30th day falls on a weekend or holiday, GM shall pay Delphi on the next business day).