Common use of Restriction Period Clause in Contracts

Restriction Period. The period of restriction (“Restriction Period”) for the Common Shares issued under this Restricted Stock Grant (the “Restricted Shares”) shall commence on the Date of Grant and shall lapse, if at all, as follows: (a) The Committee, in its sole discretion, has established target Performance Goals based on the Company’s Total Shareholder Return (“TSR Targets”), which will be measured over a three-fiscal-year performance cycle commencing on January 1, 2020 and ending on December 31, 2022 (such period, the “Performance Cycle”). Total Shareholder Return (“TSR”) is the percentage increase in the value of shares over the Performance Cycle, based on the average closing share price for the thirty (30) consecutive business days prior to the start of the Performance Cycle and the average closing share price for the last thirty (30) consecutive business days in the Performance Cycle. The increase is calculated as the sum of (i) the change in share price and (ii) the value of dividends declared during the Performance Cycle, assuming such dividends are reinvested in additional shares as of the date they are declared. The Company’s TSR will be compared to the TSR of a peer group (the “Peer Group”) comprised of Halliburton Co.; Xxxxx Xxxxxx Company; Valaris plc.; Xxxxxxxxxxx International Ltd.; Diamond Offshore Drilling Inc.; Noble Corporation; Helmerich & Xxxxx, Inc.; Superior Energy Services, Inc.; Xxxxxxxxx-UTI Energy, Inc.; Schlumberger Limited; TechnipFMC plc.; National Oilwell Varco, Inc.; and Transocean Ltd. to determine relative TSR (“RTSR”). The Peer Group may be adjusted by the Committee from time to time during or at the conclusion of the Performance Cycle, in its sole discretion after consultation with Grantee, in the event any of the companies in the Peer Group cease to be publicly traded or in response to a merger, consolidation or divestiture activity amongst companies, available public reporting or other events actually or potentially affecting the composition of the Peer Group. Any such adjustments shall be prescribed in a manner that strives to meet the requirements of Section 162(m) of the Code. (b) Restrictions will lapse based upon TSR relative to the Peer Group, pursuant to the schedule on Exhibit A; provided, however, that if the Company’s TSR for the Performance Cycle is negative, then the restrictions shall not lapse as to more than fifty percent (50%) of the Award. The Committee shall have sole discretion to determine which RTSR level has been achieved (if any) and whether the restrictions shall lapse on any or all of the Restricted Shares. The Committee’s determinations pursuant to the exercise of discretion with respect to all matters described in this paragraph shall be final and binding on the Grantee. The Committee shall make this determination within sixty (60) days following the end of the Performance Cycle or as soon as administratively practicable thereafter, with any lapses to occur as of the date of determination (the “TSR Vesting Date”). (c) If, as of the TSR Vesting Date, the Compensation Committee determines that restrictions shall lapse for less than 100% of the Restricted Shares, neither the Grantee nor any of his heirs, beneficiaries, executors, administrators or other personal representatives shall have any further rights whatsoever in or with respect to any of the remaining Restricted Shares and all such shares shall be forfeited to NIL without consideration. (d) In the event of a Change in Control of NIL (as defined in the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 1, 2013, as amended from time to time (the “Employment Agreement”)), one hundred percent (100%) of the unvested Restricted Shares held by Grantee shall become vested immediately. (e) In the event of termination of the Grantee’s employment by reason of Disability (as defined in the Employment Agreement) or death, notwithstanding anything to the contrary in the Employment Agreement, __________ of the unvested Restricted Shares held by Grantee or his designated beneficiary (as applicable) shall become vested on the TSR Vesting Date. (f) In the event of termination of the Grantee’s employment either by the Grantee for Constructive Termination Without Cause, or by the Company Without Cause (each as defined in the Employment Agreement), __________ of the unvested Restricted Shares held by Grantee shall become vested on the TSR Vesting Date. (g) Anything herein notwithstanding, in the event of the termination of the Grantee’s employment by the Company for Cause or by the written voluntary resignation of the Grantee (each as contemplated in the Employment Agreement), the Grantee shall forfeit any Restricted Shares to the extent the restrictions on those shares have not lapsed as of the date the Executive’s employment is terminated. (h) Upon the release of the Restricted Shares from the restrictions, the Restricted Shares held by Grantee or his designated beneficiary (as applicable) shall be distributed to Grantee or his designated beneficiary (as applicable). No fractional Common Shares will be issued. If the calculation of the number of Common Shares to be issued results in fractional shares, then the number of Common Shares will be rounded up to the nearest whole Common Share.

Restriction Period. The period of restriction (“Restriction Period”) for the Common Shares issued under this Restricted Stock Grant (the “Restricted Shares”) shall commence on the Date of Grant and shall lapse, if at all, as follows: (a) The Committee, in its sole discretion, has established target Performance Goals based on the Company’s Total Shareholder Return (“TSR Targets”), which will be measured over a three-fiscal-year performance cycle commencing on January 1, 2020 [______] and ending on December 31, 2022 [______] (such period, the “Performance Cycle”). Total Shareholder Return (“TSR”) is the percentage increase in the value of shares over the Performance Cycle, based on the average closing share price for the thirty (30) consecutive business days prior to the start of the Performance Cycle and the average closing share price for the last thirty (30) consecutive business days in the Performance Cycle. The increase is calculated as the sum of (i) the change in share price and (ii) the value of dividends declared during the Performance Cycle, assuming such dividends are reinvested in additional shares as of the date they are declared. The Company’s TSR will be compared to the TSR of a peer group (the “Peer Group”) comprised of Halliburton Co.; Xxxxx Xxxxxx CompanyXxxxxx, Inc.; Valaris Ensco plc.; Xxxxxxxxxxx International Ltd.; Diamond Offshore Drilling Inc.; Noble CorporationCorp.; Helmerich & Xxxxx, Xxxxx Inc.; Xxxxx Companies plc.; Superior Energy Services, Inc.; Xxxxxxxxx-UTI Energy, Inc.; Schlumberger Limited; Xxxxxx Oceanics Inc.; TechnipFMC plc.; National Oilwell Varco, Inc.; and Transocean Ltd. to determine relative TSR (“RTSR”). The Peer Group may be adjusted by the Committee from time to time during or at the conclusion of the Performance Cycle, in its sole discretion after consultation with Grantee, in the event any of the companies in the Peer Group cease to be publicly traded or in response to a merger, consolidation or divestiture activity amongst companies, available public reporting or other events actually or potentially affecting the composition of the Peer Group. Any such adjustments shall be prescribed in a manner that strives to meet the requirements of Section 162(m) of the Code. (b) Restrictions will lapse based upon TSR relative to the Peer Group, pursuant to the schedule on Exhibit A; provided, however, that if the Company’s TSR for the Performance Cycle is negative, then the restrictions shall not lapse as to more than fifty percent (50%) of the Award. A. The Committee shall have sole discretion to determine which RTSR level has been achieved (if any) and whether the restrictions shall lapse on any or all of the Restricted Shares. The Committee’s determinations pursuant to the exercise of discretion with respect to all matters described in this paragraph shall be final and binding on the Grantee. The Committee shall make this determination within sixty (60) days following the end of the Performance Cycle or as soon as administratively practicable thereafter, with any lapses to occur as of the date of determination (the “TSR Vesting Date”). (c) If, as of the TSR Vesting Date, the Compensation Committee determines that restrictions shall lapse for less than 100% of the Restricted Shares, (x) neither the Grantee nor any of his heirs, beneficiaries, executors, administrators or other personal representatives shall have any further rights whatsoever in or with respect to any of the remaining Restricted Shares and all such shares shall be forfeited to NIL without consideration. (d) In the event of a Change in Control of NIL (as defined in the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 1, 2013, as amended from time to time (the “Employment Agreement”)), one hundred percent (100%) of the unvested Restricted Shares held by Grantee shall become vested immediately. (e) In the event of termination of the Grantee’s employment by reason of Disability (as defined in the Employment Agreementhis employment agreement effective March 3, 2014) or death, notwithstanding anything to the contrary in the Employment Agreement, __________ fifty percent (50%) of the unvested Restricted Shares held by Grantee or his designated beneficiary (as applicable) shall become vested on the TSR Vesting Date. (fe) In the event of termination of the Grantee’s employment either by the Grantee for Constructive Termination Without Cause, or by the Company Without Cause (each as defined in the Employment Agreementhis employment agreement effective March 3, 2014), __________ fifty percent (50%) of the unvested Restricted Shares held by Grantee shall become vested on the TSR Vesting Date. (gf) Anything herein notwithstanding, in the event of the termination of the Grantee’s employment by the Company for Cause or by the written voluntary resignation of the Grantee (each as contemplated in the Employment AgreementGrantee’s employment agreement effective March 3, 2014), the Grantee shall forfeit any Restricted Shares to the extent the restrictions on those shares have not lapsed as of the date the Executive’s employment is terminated. (hg) Upon the release of the Restricted Shares from the restrictions, the Restricted Shares held by Grantee or his designated beneficiary (as applicable) shall be distributed to Grantee or his designated beneficiary (as applicable). No fractional Common Shares will be issued. If the calculation of the number of Common Shares to be issued results in fractional shares, then the number of Common Shares will be rounded up to the nearest whole Common Share.

Restriction Period. The period of restriction (“Restriction Period”) for the Common Shares issued under this Restricted Stock Grant (the “Restricted Shares”) shall commence on the Date of Grant and shall lapse, if at all, as follows:: ​ (a) The Committee, in its sole discretion, has established target Performance Goals based on the Company’s Total Shareholder Return (“TSR Targets”), which will be measured over ​ ​ a three-fiscal-year performance cycle commencing on January 1, 2020 2023 and ending on December 31, 2022 2025 (such period, the “Performance Cycle”). Total Shareholder Return (“TSR”) is the percentage increase in the value of shares over the Performance Cycle, based on the average closing share price for the thirty (30) consecutive business days prior to the start of the Performance Cycle and the average closing share price for the last thirty (30) consecutive business days in the Performance Cycle. The increase is calculated as the sum of (i) the change in share price and (ii) the value of dividends declared during the Performance Cycle, assuming such dividends are reinvested in additional shares as of the date they are declared. The Company’s TSR will be compared to the TSR of a peer group (the “Peer Group”) comprised of Halliburton Co.; Xxxxx Xxxxxx Company; Valaris plc.; Xxxxxxxxxxx International Ltd.; Diamond Offshore Drilling Inc.; Noble Corporation; Helmerich & Xxxxxthose companies set forth on Exhibit A attached hereto and made a part hereof, Inc.; Superior Energy Services, Inc.; Xxxxxxxxx-UTI Energy, Inc.; Schlumberger Limited; TechnipFMC plc.; National Oilwell Varco, Inc.; and Transocean Ltd. to determine relative TSR (“RTSR”). The Peer Group may be adjusted by the Committee from time to time during or at the conclusion of the Performance Cycle, in its sole discretion after consultation with Grantee, in the event any of the companies in the Peer Group cease to be publicly traded or in response to a merger, consolidation or divestiture activity amongst companies, available public reporting or other events actually or potentially affecting the composition of the Peer Group. Any such adjustments shall be prescribed in a manner that strives to meet the requirements of Section 162(m) of the Code. (b) Restrictions will lapse based upon TSR relative to the Peer Group, pursuant to the schedule on Exhibit AB; provided, however, that if the Company’s TSR for the Performance Cycle is negative, then the restrictions shall not lapse as to more than fifty percent (50%) of the Award. The Committee shall have sole discretion to determine which RTSR level has been achieved (if any) and whether the restrictions shall lapse on any or all of the Restricted Shares. The Committee’s determinations pursuant to the exercise of discretion with respect to all matters described in this paragraph shall be final and binding on the Grantee. The Committee shall make this determination within not later than sixty (60) days following the end of the Performance Cycle or as soon as administratively practicable thereafter, with any lapses to occur as of the date of determination (the “TSR Vesting Date”). (c) If, as of the TSR Vesting Date, the Compensation Committee determines that restrictions shall lapse for less than one hundred percent (100% %) of the Restricted Shares, neither the Grantee nor any of his heirs, beneficiaries, executors, administrators or other personal representatives shall have any further rights whatsoever in or with respect to any of the remaining Restricted Shares and all such shares shall be forfeited to NIL without consideration. (d) In the event of a Change in Control of NIL (as defined in the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 1, 2013, as amended from time to time (the “Employment Agreement”)), one hundred percent (100%) of the unvested Restricted Shares held by Grantee shall become vested immediately.immediately and Grantee shall be entitled to receive a cash disbursement equal to the Fair Market Value of the Relinquished Shares as of the Date of Grant (i.e., [______]); (e) In the event of termination of the GranteeXxxxxxx’s employment by reason of Disability (as defined in the Employment Agreement) or death, notwithstanding anything to the contrary in the Employment Agreement, [__________ ] of the unvested Restricted Shares held by Grantee or his designated beneficiary (as applicable) shall become vested on the TSR Vesting Date. (f) In the event of termination of the GranteeXxxxxxx’s employment either by the Grantee for Constructive Termination Without Cause, or by the Company Without Cause (each as defined in ​ ​ ​ the Employment Agreement), [__________ ] of the unvested Restricted Shares held by Grantee shall become vested on the TSR Vesting Date. (g) Anything herein notwithstanding, in the event of the termination of the GranteeXxxxxxx’s employment by the Company for Cause or by the written voluntary resignation of the Grantee (each as contemplated in the Employment Agreement), the Grantee shall forfeit any Restricted Shares to the extent the restrictions on those shares have not lapsed as of the date the Executive’s employment is terminated. (h) Upon Anything herein notwithstanding, in the release of the Restricted Shares from the restrictions, the Restricted Shares held by Grantee or his designated beneficiary (as applicable) shall be distributed to Grantee or his designated beneficiary (as applicable). No fractional Common Shares will be issued. If the calculation of event that the number of Restricted Shares that becomes vested pursuant to this Section 3 has a Fair Market Value as of the applicable vesting date equal to an amount greater than five (5) times the Fair Market Value of the Award as of the Date of Grant (the “Capped Fair Market Value”), Grantee shall forfeit all Restricted Shares in excess of the Capped Fair Market Value. For purposes of this Agreement, “Fair Market Value” means the average of the daily closing price of the Company’s Common Shares to be issued results in fractional shares, then Stock as traded on the number of Common Shares will be rounded up to New York Stock Exchange on the nearest whole Common Sharetwenty (20) business days immediately preceding the applicable date.

Restriction Period. The period of restriction (the “Restriction Period”) for the Common Shares issued under granted pursuant to this Restricted Stock Grant Award (the “Restricted Shares”) shall commence on the Date of Grant and shall lapse, if at all, as follows: (a) The Committee, in its sole discretion, has established target Performance Goals based on the Company’s Total Shareholder Return (“TSR Targets”), which will be measured over a three-fiscal-year performance cycle commencing on January 1, 2020 __________ and ending on December 31, 2022 __________ (such period, the “Performance Cycle”). Total Shareholder Return (“TSR”) is the percentage increase in the value of shares the Common Shares over the Performance Cycle, based on the average closing share price of the Common Shares for the thirty (30) 30 consecutive business days prior to the start of the Performance Cycle and the average closing share price of the Common Shares for the last thirty (30) 30 consecutive business days in the Performance Cycle. The increase is calculated as the sum of (i) the change in share the closing price of the Common Shares and (ii) the value of dividends declared during the Performance Cycle, assuming such dividends are reinvested in additional shares Common Shares as of the date they are declared. The Company’s TSR will be compared to the TSR of a the peer group companies set forth on Exhibit A attached hereto (collectively, the “Peer Group”) comprised of Halliburton Co.; Xxxxx Xxxxxx Company; Valaris plc.; Xxxxxxxxxxx International Ltd.; Diamond Offshore Drilling Inc.; Noble Corporation; Helmerich & Xxxxx, Inc.; Superior Energy Services, Inc.; Xxxxxxxxx-UTI Energy, Inc.; Schlumberger Limited; TechnipFMC plc.; National Oilwell Varco, Inc.; and Transocean Ltd. to determine the Company’s TSR relative TSR (“RTSR”). The Peer Group may be adjusted by the Committee from time to time during or at the conclusion of the Performance Cycle, in its sole discretion after consultation with Grantee, in the event any of the companies in the Peer Group cease to be publicly traded or in response to a merger, consolidation or divestiture activity amongst companies, available public reporting or other events actually or potentially affecting the composition of the Peer Group. Any such adjustments shall be prescribed in a manner that strives to meet the requirements of Section 162(m) of the Code(“Relative TSR”). (b) Restrictions will lapse based upon TSR relative to the Peer GroupRelative TSR, pursuant to as set forth in the schedule on Exhibit AA attached hereto; provided, however, that if the Company’s TSR for the Performance Cycle is negative, then the restrictions shall not lapse as to more than fifty percent (50%) % of the this Award. The Committee shall have sole discretion to determine which RTSR Relative TSR level has been achieved (if any) and whether the restrictions shall lapse on any or all of the Restricted Shares. The Committee’s determinations pursuant to the exercise of discretion with respect to all matters described in this paragraph shall be final and binding on the Grantee. The Committee shall make this determination within sixty (60) 60 days following the end of the Performance Cycle or as soon as administratively practicable thereafter, with any lapses to occur as of the date of determination (the “TSR Vesting Date”). (c) If, as of the TSR Vesting DateDate or any other applicable date as set forth in this Section 3, the Compensation Committee determines that restrictions shall lapse for less than 100% of the Restricted Shares, neither the Grantee nor any of his heirs, beneficiaries, executors, administrators or other personal representatives shall have any further rights whatsoever in or with respect to any of the remaining Restricted Shares and all such shares shall and any related shares will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to NIL without considerationthe Company. (d) In the event of a Change in Control of NIL (as defined in the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 12, 20132020, as amended from time to time (the “Employment Agreement”)), one hundred percent (notwithstanding anything to the contrary in the Employment Agreement, 100%) % of the unvested Restricted Shares held by the Grantee shall become vested immediately. (e) In the event of termination of the Grantee’s employment by reason of Termination due to the Grantee’s death or Disability (as defined in the Employment Agreement) or death), notwithstanding anything to the contrary in the Employment Agreement, __________ 50% of the unvested Restricted Shares held by the Grantee or his designated beneficiary (as applicable) shall become vested on the TSR Vesting Date. (f) In the event of termination of the Grantee’s employment Termination either by due to the Grantee for Grantee’s Constructive Termination Without Cause, Cause or by the Company Without Cause (each as defined in the Employment Agreement), __________ 50% of the unvested Restricted Shares held by the Grantee shall become vested on the TSR Vesting Date. (g) Anything herein notwithstanding, in the event of the termination of the Grantee’s employment Termination by the Company for Cause or by the written voluntary resignation of the Grantee (each as contemplated defined or contemplated, as applicable, in the Employment Agreement), the Grantee shall forfeit any Restricted Shares to the extent the restrictions on those shares have not lapsed as of the date the ExecutiveGrantee’s employment is terminated. (h) Upon the release of the Restricted Shares from the restrictions, the Restricted Shares held by the Grantee or his designated beneficiary (as applicable) shall be distributed to the Grantee or his designated beneficiary (as applicable). No fractional Common Shares will be issued. If the calculation of the number of Common Shares to be issued results in fractional shares, then the number of Common Shares will be rounded up to the nearest whole Common Share.

Restriction Period. The period of restriction (the “Restriction Period”) for the Common Shares issued under granted pursuant to this Restricted Stock Grant Award (the “Restricted Shares”) shall commence on the Date of Grant and shall lapse, if at all, as follows: (a) The Committee, in its sole discretion, has established target Performance Goals based on the Company’s Total Shareholder Return (“TSR Targets”), which will be measured over a three-fiscal-year performance cycle commencing on January 1, 2020 _____________ and ending on December 31, 2022 _____________ (such period, the “Performance ​ Cycle”). Total Shareholder Return (“TSR”) is the percentage increase in the value of shares the Common Shares over the Performance Cycle, based on the average closing share price of the Common Shares for the thirty (30) 30 consecutive business days prior to the start of the Performance Cycle and the average closing share price of the Common Shares for the last thirty (30) 30 consecutive business days in the Performance Cycle. The increase is calculated as the sum of (i) the change in share the closing price of the Common Shares and (ii) the value of dividends declared during the Performance Cycle, assuming such dividends are reinvested in additional shares Common Shares as of the date they are declared. The Company’s TSR will be compared to the TSR of a the peer group companies set forth on Exhibit A attached hereto (collectively, the “Peer Group”) comprised of Halliburton Co.; Xxxxx Xxxxxx Company; Valaris plc.; Xxxxxxxxxxx International Ltd.; Diamond Offshore Drilling Inc.; Noble Corporation; Helmerich & Xxxxx, Inc.; Superior Energy Services, Inc.; Xxxxxxxxx-UTI Energy, Inc.; Schlumberger Limited; TechnipFMC plc.; National Oilwell Varco, Inc.; and Transocean Ltd. to determine the Company’s TSR relative TSR (“RTSR”). The Peer Group may be adjusted by the Committee from time to time during or at the conclusion of the Performance Cycle, in its sole discretion after consultation with Grantee, in the event any of the companies in the Peer Group cease to be publicly traded or in response to a merger, consolidation or divestiture activity amongst companies, available public reporting or other events actually or potentially affecting the composition of the Peer Group. Any such adjustments shall be prescribed in a manner that strives to meet the requirements of Section 162(m) of the Code(“Relative TSR”). (b) Restrictions will lapse based upon TSR relative to the Peer GroupRelative TSR, pursuant to as set forth in the schedule on Exhibit AA attached hereto; provided, however, that if the Company’s TSR for the Performance Cycle is negative, then the restrictions shall not lapse as to more than fifty percent (50%) % of the this Award. The Committee shall have sole discretion to determine which RTSR Relative TSR level has been achieved (if any) and whether the restrictions shall lapse on any or all of the Restricted Shares. The Committee’s determinations pursuant to the exercise of discretion with respect to all matters described in this paragraph shall be final and binding on the Grantee. The Committee shall make this determination within sixty (60) 60 days following the end of the Performance Cycle or as soon as administratively practicable thereafter, with any lapses to occur as of the date of determination (the “TSR Vesting Date”). (c) If, as of the TSR Vesting DateDate or any other applicable date as set forth in this Section 3, the Compensation Committee determines that restrictions shall lapse for less than 100% of the Restricted Shares, neither the Grantee nor any of his heirs, beneficiaries, executors, administrators or other personal representatives shall have any further rights whatsoever in or with respect to any of the remaining Restricted Shares and all such shares shall and any related shares will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to NIL without considerationthe Company. (d) In the event of a Change in Control of NIL (as defined in the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 1, 2013, as amended from time to time (the “Employment Agreement”)), one hundred percent (100%) % of the unvested Restricted Shares held by the Grantee shall become vested immediately. (e) In the event of termination of the Grantee’s employment by reason of Termination due to the Grantee’s death or Disability (as defined in the Employment Agreement) or death), notwithstanding anything to the contrary in the Employment Agreement, __________ 50% of the unvested Restricted Shares held by the Grantee or his designated beneficiary (as applicable) shall become vested on the TSR Vesting Date. (f) In the event of termination of the Grantee’s employment Termination either by due to the Grantee for Grantee’s Constructive Termination Without Cause, Cause or by the Company Without Cause (each as defined in ​ ​ the Employment Agreement), __________ 50% of the unvested Restricted Shares held by the Grantee shall become vested on the TSR Vesting Date. (g) Anything herein notwithstanding, in the event of the termination of the Grantee’s employment Termination by the Company for Cause or by the written voluntary resignation of the Grantee (each as contemplated defined or contemplated, as applicable, in the Employment Agreement), the Grantee shall forfeit any Restricted Shares to the extent the restrictions on those shares have not lapsed as of the date the ExecutiveGrantee’s employment is terminated. (h) Upon the release of the Restricted Shares from the restrictions, the Restricted Shares held by the Grantee or his designated beneficiary (as applicable) shall be distributed to the Grantee or his designated beneficiary (as applicable). No fractional Common Shares will be issued. If the calculation of the number of Common Shares to be issued results in fractional shares, then the number of Common Shares will be rounded up to the nearest whole Common Share.

Restriction Period. The period of restriction (“Restriction Period”) for the Common Shares issued under this Restricted Stock Grant (the “Restricted Shares”) shall commence on the Date of Grant and shall lapse, if at all, as follows: (a) The Committee, in its sole discretion, has established target Performance Goals based on the Company’s Total Shareholder Return (“TSR Targets”), which will be measured over a three-fiscal-year performance cycle commencing on January 1, 2020 _________ and ending on December 31, 2022 _________ (such period, the “Performance Cycle”). Total Shareholder Return (“TSR”) is the percentage increase in the value of shares over the Performance Cycle, based on the average closing share price for the thirty (30) consecutive business days prior to the start of the Performance Cycle and the average closing share price for the last thirty (30) consecutive business days in the Performance Cycle. The increase is calculated as the sum of (i) the change in share price and (ii) the value of dividends declared during the Performance Cycle, assuming such dividends are reinvested in additional shares as of the date they are declared. The Company’s TSR will be compared to the TSR of a peer group (the “Peer Group”) comprised of Halliburton Co.; Xxxxx Xxxxxx Xxxxxx, a GE Company; Valaris Ensco plc.; Xxxxxxxxxxx International Ltd.; Diamond Offshore Drilling Inc.; Noble Corporation; Helmerich & Xxxxx, Inc.; Rowan Companies plc.; Superior Energy Services, Inc.; Xxxxxxxxx-UTI Energy, Inc.; Schlumberger Limited; TechnipFMC plc.; National Oilwell Varco, Inc.; and Transocean Ltd. to determine relative TSR (“RTSR”). The Peer Group may be adjusted by the Committee from time to time during or at the conclusion of the Performance Cycle, in its sole discretion after consultation with Grantee, in the event any of the companies in the Peer Group cease to be publicly traded or in response to a merger, consolidation or divestiture activity amongst companies, available public reporting or other events actually or potentially affecting the composition of the Peer Group. Any such adjustments shall be prescribed in a manner that strives to meet the requirements of Section 162(m) of the Code. (b) Restrictions will lapse based upon TSR relative to the Peer Group, pursuant to the schedule on Exhibit A; provided, however, that if the Company’s TSR for the Performance Cycle is negative, then the restrictions shall not lapse as to more than fifty percent (50%) % of the Award. The Committee shall have sole discretion to determine which RTSR level has been achieved (if any) and whether the restrictions shall lapse on any or all of the Restricted Shares. The Committee’s determinations pursuant to the exercise of discretion with respect to all matters described in this paragraph shall be final and binding on the Grantee. The Committee shall make this determination within sixty (60) days following the end of the Performance Cycle or as soon as administratively practicable thereafter, with any lapses to occur as of the date of determination (the “TSR Vesting Date”). (c) If, as of the TSR Vesting Date, the Compensation Committee determines that restrictions shall lapse for less than 100% of the Restricted Shares, neither the Grantee nor any of his heirs, beneficiaries, executors, administrators or other personal representatives shall have any further rights whatsoever in or with respect to any of the remaining Restricted Shares and all such shares shall be forfeited to NIL without consideration. (d) In the event of a Change in Control of NIL (as defined in the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 1, 2013, as amended from time to time (the “Employment Agreement”)Grantee’s employment agreement), one hundred percent (100%) of the unvested Restricted Shares held by Grantee shall become vested immediately. (e) In the event of termination of the Grantee’s employment by reason of Disability (as defined in the Employment Agreementhis employment agreement) or death, notwithstanding anything to the contrary in the Employment Agreement, __________ fifty percent (50%) of the unvested Restricted Shares held by Grantee or his designated beneficiary (as applicable) shall become vested on the TSR Vesting Date. (f) In the event of termination of the Grantee’s employment either by the Grantee for Constructive Termination Without Cause, or by the Company Without Cause (each as defined in the Employment Agreementhis employment agreement), __________ fifty percent (50%) of the unvested Restricted Shares held by Grantee shall become vested on the TSR Vesting Date. (g) Anything herein notwithstanding, in the event of the termination of the Grantee’s employment by the Company for Cause or by the written voluntary resignation of the Grantee (each as contemplated in the Employment AgreementGrantee’s employment agreement), the Grantee shall forfeit any Restricted Shares to the extent the restrictions on those shares have not lapsed as of the date the Executive’s employment is terminated. (h) Upon the release of the Restricted Shares from the restrictions, the Restricted Shares held by Grantee or his designated beneficiary (as applicable) shall be distributed to Grantee or his designated beneficiary (as applicable). No fractional Common Shares will be issued. If the calculation of the number of Common Shares to be issued results in fractional shares, then the number of Common Shares will be rounded up to the nearest whole Common Share.

Restriction Period. The period of restriction (the “Restriction Period”) for the Common Shares issued under granted pursuant to this Restricted Stock Grant Award (the “Restricted Shares”) shall commence on the Date of Grant and shall lapse, if at all, as follows: (a) The Committee, in its sole discretion, has established target Performance Goals based on the Company’s Total Shareholder Return (“TSR Targets”), which will be measured over a three-fiscal-year performance cycle commencing on January 1, 2020 _____________ and ending on December 31, 2022 _____________ (such period, the “Performance ​ Cycle”). Total Shareholder Return (“TSR”) is the percentage increase in the value of shares the Common Shares over the Performance Cycle, based on the average closing share price of the Common Shares for the thirty (30) 30 consecutive business days prior to the start of the Performance Cycle and the average closing share price of the Common Shares for the last thirty (30) 30 consecutive business days in the Performance Cycle. The increase is calculated as the sum of (i) the change in share the closing price of the Common Shares and (ii) the value of dividends declared during the Performance Cycle, assuming such dividends are reinvested in additional shares Common Shares as of the date they are declared. The Company’s TSR will be compared to the TSR of a the peer group companies set forth on Exhibit A attached hereto (collectively, the “Peer Group”) comprised of Halliburton Co.; Xxxxx Xxxxxx Company; Valaris plc.; Xxxxxxxxxxx International Ltd.; Diamond Offshore Drilling Inc.; Noble Corporation; Helmerich & Xxxxx, Inc.; Superior Energy Services, Inc.; Xxxxxxxxx-UTI Energy, Inc.; Schlumberger Limited; TechnipFMC plc.; National Oilwell Varco, Inc.; and Transocean Ltd. to determine the Company’s TSR relative TSR (“RTSR”). The Peer Group may be adjusted by the Committee from time to time during or at the conclusion of the Performance Cycle, in its sole discretion after consultation with Grantee, in the event any of the companies in the Peer Group cease to be publicly traded or in response to a merger, consolidation or divestiture activity amongst companies, available public reporting or other events actually or potentially affecting the composition of the Peer Group. Any such adjustments shall be prescribed in a manner that strives to meet the requirements of Section 162(m) of the Code(“Relative TSR”). (b) Restrictions will lapse based upon TSR relative to the Peer GroupRelative TSR, pursuant to as set forth in the schedule on Exhibit AA attached hereto; provided, however, that if the Company’s TSR for the Performance Cycle is negative, then the restrictions shall not lapse as to more than fifty percent (50%) % of the this Award. The Committee shall have sole discretion to determine which RTSR Relative TSR level has been achieved (if any) and whether the restrictions shall lapse on any or all of the Restricted Shares. The Committee’s determinations pursuant to the exercise of discretion with respect to all matters described in this paragraph shall be final and binding on the Grantee. The Committee shall make this determination within sixty (60) 60 days following the end of the Performance Cycle or as soon as administratively practicable thereafter, with any lapses to occur as of the date of determination (the “TSR Vesting Date”). (c) If, as of the TSR Vesting DateDate or any other applicable date as set forth in this Section 3, the Compensation Committee determines that restrictions shall lapse for less than 100% of the Restricted Shares, neither the Grantee nor any of his heirs, beneficiaries, executors, administrators or other personal representatives shall have any further rights whatsoever in or with respect to any of the remaining Restricted Shares and all such shares shall and any related shares will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to NIL without considerationthe Company. (d) In the event of a Change in Control of NIL (as defined in the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 12, 20132020, as amended from time to time (the “Employment Agreement”)), one hundred percent (notwithstanding anything to the contrary in the Employment Agreement, 100%) % of the unvested Restricted Shares held by the Grantee shall become vested immediately. (e) In the event of termination of the Grantee’s employment by reason of Termination due to the Grantee’s death or Disability (as defined in the Employment Agreement) or death), notwithstanding anything to the contrary in the Employment Agreement, __________ 50% of the unvested Restricted Shares held by the Grantee or his designated beneficiary (as applicable) shall become vested on the TSR Vesting Date. (f) In the event of termination of the Grantee’s employment Termination either by due to the Grantee for Grantee’s Constructive Termination Without Cause, Cause or by the Company Without Cause (each as defined in ​ ​ the Employment Agreement), __________ 50% of the unvested Restricted Shares held by the Grantee shall become vested on the TSR Vesting Date. (g) Anything herein notwithstanding, in the event of the termination of the Grantee’s employment Termination by the Company for Cause or by the written voluntary resignation of the Grantee (each as contemplated defined or contemplated, as applicable, in the Employment Agreement), the Grantee shall forfeit any Restricted Shares to the extent the restrictions on those shares have not lapsed as of the date the ExecutiveGrantee’s employment is terminated. (h) Upon the release of the Restricted Shares from the restrictions, the Restricted Shares held by the Grantee or his designated beneficiary (as applicable) shall be distributed to the Grantee or his designated beneficiary (as applicable). No fractional Common Shares will be issued. If the calculation of the number of Common Shares to be issued results in fractional shares, then the number of Common Shares will be rounded up to the nearest whole Common Share.

Restriction Period. The period of restriction (“Restriction Period”) for the Common Shares issued under this Restricted Stock Grant (the “Restricted Shares”) shall commence on the Date of Grant and shall lapse, if at all, as follows:: ​ (a) The Committee, in its sole discretion, has established target Performance Goals based on the Company’s Total Shareholder Return (“TSR Targets”), which will be measured over a three-fiscal-year performance cycle commencing on January 1, 2020 2023 and ending on December 31, 2022 2025 (such period, the “Performance Cycle”). Total Shareholder Return (“TSR”) is the percentage increase in the value of shares over the Performance Cycle, based on the average closing ​ ​ share price for the thirty (30) consecutive business days prior to the start of the Performance Cycle and the average closing share price for the last thirty (30) consecutive business days in the Performance Cycle. The increase is calculated as the sum of (i) the change in share price and (ii) the value of dividends declared during the Performance Cycle, assuming such dividends are reinvested in additional shares as of the date they are declared. The Company’s TSR will be compared to the TSR of a peer group (the “Peer Group”) comprised of Halliburton Co.; Xxxxx Xxxxxx Company; Valaris plc.; Xxxxxxxxxxx International Ltd.; Diamond Offshore Drilling Inc.; Noble Corporation; Helmerich & Xxxxxthose companies set forth on Exhibit A attached hereto and made a part hereof, Inc.; Superior Energy Services, Inc.; Xxxxxxxxx-UTI Energy, Inc.; Schlumberger Limited; TechnipFMC plc.; National Oilwell Varco, Inc.; and Transocean Ltd. to determine relative TSR (“RTSR”). The Peer Group may be adjusted by the Committee from time to time during or at the conclusion of the Performance Cycle, in its sole discretion after consultation with Grantee, in the event any of the companies in the Peer Group cease to be publicly traded or in response to a merger, consolidation or divestiture activity amongst companies, available public reporting or other events actually or potentially affecting the composition of the Peer Group. Any such adjustments shall be prescribed in a manner that strives to meet the requirements of Section 162(m) of the Code. (b) Restrictions will lapse based upon TSR relative to the Peer Group, pursuant to the schedule on Exhibit AB; provided, however, that if the Company’s TSR for the Performance Cycle is negative, then the restrictions shall not lapse as to more than fifty percent (50%) % of the Award. The Committee shall have sole discretion to determine which RTSR level has been achieved (if any) and whether the restrictions shall lapse on any or all of the Restricted Shares. The Committee’s determinations pursuant to the exercise of discretion with respect to all matters described in this paragraph shall be final and binding on the Grantee. The Committee shall make this determination within not later than sixty (60) days following the end of the Performance Cycle or as soon as administratively practicable thereafter, with any lapses to occur as of the date of determination (the “TSR Vesting Date”). (c) If, as of the TSR Vesting Date, the Compensation Committee determines that restrictions shall lapse for less than one hundred percent (100% %) of the Restricted Shares, neither the Grantee nor any of his heirs, beneficiaries, executors, administrators or other personal representatives shall have any further rights whatsoever in or with respect to any of the remaining Restricted Shares and all such shares shall be forfeited to NIL without consideration. (d) In the event of a Change in Control of NIL (as defined in the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 12, 20132020, as amended from time to time (the “Employment Agreement”)), one hundred percent (100%) of the unvested Restricted Shares held by Grantee shall become vested immediately. (e) In the event of termination of the GranteeXxxxxxx’s employment by reason of Disability (as defined in the Employment Agreement) or death, notwithstanding anything to the contrary in the Employment Agreement, __________ fifty percent (50%) of the unvested Restricted Shares held by Grantee or his designated beneficiary (as applicable) shall become vested on the TSR Vesting Date. (f) In the event of termination of the GranteeXxxxxxx’s employment either by the Grantee for Constructive Termination Without Cause, or by the Company Without Cause (each as defined in the Employment Agreement), __________ fifty percent (50%) of the unvested Restricted Shares held by Grantee shall become vested on the TSR Vesting Date. (g) In the event of termination of Xxxxxxx’s employment due to a qualifying retirement pursuant to Section 5.5 of the Employment Agreement, one hundred percent (100%) of the unvested Restricted Shares held by Grantee shall become vested on the TSR Vesting Date. ​ ​ (h) Anything herein notwithstanding, in the event of the termination of the GranteeXxxxxxx’s employment by the Company for Cause or by the written voluntary resignation of the Grantee (each as contemplated in the Employment Agreement), the Grantee shall forfeit any Restricted Shares to the extent the restrictions on those shares have not lapsed as of the date the Executive’s employment is terminated. (hi) Upon the release of the Restricted Shares from the restrictions, the Restricted Shares held by Grantee or his designated beneficiary (as applicable) shall be distributed to Grantee or his designated beneficiary (as applicable). No fractional Common Shares will be issued. If the calculation of the number of Common Shares to be issued results in fractional shares, then the number of Common Shares will be rounded up to the nearest whole Common Share.. ​

Restriction Period. The period of restriction (“Restriction Period”) for the Common Shares issued under this Restricted Stock Grant (the “Restricted Shares”) shall commence on the Date of Grant and shall lapse, if at all, as follows: (a) The Committee, in its sole discretion, has established target Performance Goals based on the Company’s Total Shareholder Return (“TSR Targets”), which will be measured over a three-fiscal-year performance cycle commencing on January 1, 2020 [______] and ending on December 31, 2022 [______] (such period, the “Performance Cycle”). Total Shareholder Return (“TSR”) is the percentage increase in the value of shares over the Performance Cycle, based on the average closing share price for the thirty (30) consecutive business days prior to the start of the Performance Cycle and the average closing share price for the last thirty (30) consecutive business days in the Performance Cycle. The increase is calculated as the sum of (i) the change in share price and (ii) the value of dividends declared during the Performance Cycle, assuming such dividends are reinvested in additional shares as of the date they are declared. The Company’s TSR will be compared to the TSR of a peer group (the “Peer Group”) comprised of Halliburton Co.; Xxxxx Xxxxxx CompanyXxxxxx, Inc.; Valaris Ensco plc.; Xxxxxxxxxxx International Ltd.; Diamond Offshore Drilling Inc.; Noble CorporationCorp.; Helmerich & Xxxxx, Xxxxx Inc.; Xxxxx Companies plc.; Superior Energy Services, Inc.; Xxxxxxxxx-UTI Energy, Inc.; Schlumberger Limited; Xxxxxx Oceanics Inc.; TechnipFMC plc.; National Oilwell Varco, Inc.; and Transocean Ltd. to determine relative TSR (“RTSR”). The Peer Group may be adjusted by the Committee from time to time during or at the conclusion of the Performance Cycle, in its sole discretion after consultation with Grantee, in the event any of the companies in the Peer Group cease to be publicly traded or in response to a merger, consolidation or divestiture activity amongst companies, available public reporting or other events actually or potentially affecting the composition of the Peer Group. Any such adjustments shall be prescribed in a manner that strives to meet the requirements of Section 162(m) of the Code. (b) Restrictions will lapse based upon TSR relative to the Peer Group, pursuant to the schedule on Exhibit A; provided, however, that if the Company’s TSR for the Performance Cycle is negative, then the restrictions shall not lapse as to more than fifty percent (50%) of the Award. A. The Committee shall have sole discretion to determine which RTSR level has been achieved (if any) and whether the restrictions shall lapse on any or all of the Restricted Shares. The Committee’s determinations pursuant to the exercise of discretion with respect to all matters described in this paragraph shall be final and binding on the Grantee. The Committee shall make this determination within sixty (60) days following the end of the Performance Cycle or as soon as administratively practicable thereafter, with any lapses to occur as of the date of determination (the “TSR Vesting Date”). (c) If, as of the TSR Vesting Date, the Compensation Committee determines that restrictions shall lapse for less than 100% of the Restricted Shares, (x) neither the Grantee nor any of his heirs, beneficiaries, executors, administrators or other personal representatives shall have any further rights whatsoever in or with respect to any of the remaining Restricted Shares and all such shares shall be forfeited to NIL without consideration. (d) In the event of a Change in Control of NIL (as defined in the Executive Employment Agreement by and between NIL, NII and the Grantee Grantee’s employment agreement effective as of January 1, 2013, as amended from time to time (the “Employment Agreement”)), one hundred fifty percent (10050%) of the unvested Restricted Shares held by Grantee shall become vested immediately. (e) In the event of termination of the Grantee’s employment by reason of Disability (as defined in the Employment Agreementhis employment agreement effective January 1, 2013) or death, notwithstanding anything to the contrary in the Employment Agreement, __________ fifty percent (50%) of the unvested Restricted Shares held by Grantee or his designated beneficiary (as applicable) shall become vested on the TSR Vesting Date. (f) In the event of termination of the Grantee’s employment either by the Grantee for Constructive Termination Without Cause, or by the Company Without Cause (each as defined in the Employment Agreementhis employment agreement effective January 1, 2013), __________ fifty percent (50%) of the unvested Restricted Shares held by Grantee shall become vested on the TSR Vesting Date. (g) Anything herein notwithstanding, in the event of the termination of the Grantee’s employment by the Company for Cause or by the written voluntary resignation of the Grantee (each as contemplated in the Employment AgreementGrantee’s employment agreement effective January 1, 2013), the Grantee shall forfeit any Restricted Shares to the extent the restrictions on those shares have not lapsed as of the date the Executive’s employment is terminated. (h) Upon the release of the Restricted Shares from the restrictions, the Restricted Shares held by Grantee or his designated beneficiary (as applicable) shall be distributed to Grantee or his designated beneficiary (as applicable). No fractional Common Shares will be issued. If the calculation of the number of Common Shares to be issued results in fractional shares, then the number of Common Shares will be rounded up to the nearest whole Common Share.

Restriction Period. The period of restriction (“Restriction Period”) for the Common Shares issued under this Restricted Stock Grant (the “Restricted Shares”) shall commence on the Date of Grant and shall lapse, if at all, as follows: (a) The Committee, in its sole discretion, has established target Performance Goals based on the Company’s Total Shareholder Return (“TSR Targets”), which will be measured over a three-fiscal-year performance cycle commencing on January 1, 2020 __________ and ending on December 31, 2022 ___________ (such period, the “Performance Cycle”). Total Shareholder Return (“TSR”) is the percentage increase in the value of shares over the Performance Cycle, based on the average closing share price for the thirty (30) consecutive business days prior to the start of the Performance Cycle and the average closing share price for the last thirty (30) consecutive business days in the Performance Cycle. The increase is calculated as the sum of (i) the change in share price and (ii) the value of dividends declared during the Performance Cycle, assuming such dividends are reinvested in additional shares as of the date they are declared. The Company’s TSR will be compared to the TSR of a peer group (the “Peer Group”) comprised of Halliburton Co.; Xxxxx Xxxxxx Xxxxxx, a GE Company; Valaris Ensco plc.. ; Xxxxxxxxxxx International Ltd.; Diamond Offshore Drilling Inc.; Noble Corporation; Helmerich & Xxxxx, Xxxxx Inc.; Xxxxx Companies plc.; Superior Energy Services, Inc.; Xxxxxxxxx-UTI Energy, Inc.; Schlumberger Limited; TechnipFMC plc.; National Oilwell Varco, Inc.; and Transocean Ltd. to determine relative TSR (“RTSR”). The Peer Group may be adjusted by the Committee from time to time during or at the conclusion of the Performance Cycle, in its sole discretion after consultation with Grantee, in the event any of the companies in the Peer Group cease to be publicly traded or in response to a merger, consolidation or divestiture activity amongst companies, available public reporting or other events actually or potentially affecting the composition of the Peer Group. Any such adjustments shall be prescribed in a manner that strives to meet the requirements of Section 162(m) of the Code. (b) Restrictions will lapse based upon TSR relative to the Peer Group, pursuant to the schedule on Exhibit A; provided, however, that if the Company’s TSR for the Performance Cycle is negative, then the restrictions shall not lapse as to more than fifty percent (50%) % of the Award. The Committee shall have sole discretion to determine which RTSR level has been achieved (if any) and whether the restrictions shall lapse on any or all of the Restricted Shares. The Committee’s determinations pursuant to the exercise of discretion with respect to all matters described in this paragraph shall be final and binding on the Grantee. The Committee shall make this determination within sixty (60) days following the end of the Performance Cycle or as soon as administratively practicable thereafter, with any lapses to occur as of the date of determination (the “TSR Vesting Date”). (c) If, as of the TSR Vesting Date, the Compensation Committee determines that restrictions shall lapse for less than 100% of the Restricted Shares, (x) neither the Grantee nor any of his heirs, beneficiaries, executors, administrators or other personal representatives shall have any further rights whatsoever in or with respect to any of the remaining Restricted Shares and all such shares shall be forfeited to NIL without consideration. (d) In the event of a Change in Control of NIL (as defined in the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 1, 2013, as amended from time to time (the “Employment Agreement”)Grantee’s employment agreement), one hundred percent (100%) of the unvested Restricted Shares held by Grantee shall become vested immediately. (e) In the event of termination of the Grantee’s employment by reason of Disability (as defined in the Employment Agreementhis employment agreement) or death, notwithstanding anything to the contrary in the Employment Agreement, __________ fifty percent (50%) of the unvested Restricted Shares held by Grantee or his designated beneficiary (as applicable) shall become vested on the TSR Vesting Date. (f) In the event of termination of the Grantee’s employment either by the Grantee for Constructive Termination Without Cause, or by the Company Without Cause (each as defined in the Employment Agreementhis employment agreement), __________ fifty percent (50%) of the unvested Restricted Shares held by Grantee shall become vested on the TSR Vesting Date. (g) Anything herein notwithstanding, in the event of the termination of the Grantee’s employment by the Company for Cause or by the written voluntary resignation of the Grantee (each as contemplated in the Employment AgreementGrantee’s employment agreement), the Grantee shall forfeit any Restricted Shares to the extent the restrictions on those shares have not lapsed as of the date the Executive’s employment is terminated. (h) Upon the release of the Restricted Shares from the restrictions, the Restricted Shares held by Grantee or his designated beneficiary (as applicable) shall be distributed to Grantee or his designated beneficiary (as applicable). No fractional Common Shares will be issued. If the calculation of the number of Common Shares to be issued results in fractional shares, then the number of Common Shares will be rounded up to the nearest whole Common Share.

Restriction Period. The period of restriction (“"Restriction Period”") for the shares of Common Shares Stock issued under this Restricted Stock Grant (the “Restricted Shares”) shall commence on the Date of Grant and shall lapse, if at all, as follows: (a) The Committee, in its sole discretion, has established target Performance Goals performance goals based on the Company’s 's Total Shareholder Return (“"TSR Targets”"), which will be measured over a three-fiscal-year performance cycle commencing on January 1, 2020 and ending on December 31, 2022 (such period, the “"Performance Cycle”"). Total Shareholder Return (“"TSR”") is the percentage increase in the value of shares over the Performance Cycle, based on the average closing share price for the thirty (30) consecutive business days prior to the start of the Performance Cycle and the average closing share price for the last thirty (30) consecutive business days in the Performance Cycle. The increase is calculated as the sum of (i) the change in share price and (ii) the value of dividends declared during the Performance Cycle, assuming such dividends are reinvested in additional shares as of the date they are declared. The Company’s 's TSR will be compared to the TSR of a peer group (the “"Peer Group”") comprised of Halliburton Co.; Xxxxx Xxxxxx CompanyXxxxxx, Inc.; Valaris plc.ENSCO International Inc.; Xxxxxxxxxxx International Ltd.; Diamond Offshore Drilling Inc.; Noble CorporationCorp.; Helmerich & Xxxxx, Xxxxx Inc.; Rowan Companies Inc.; Superior Energy Services, Inc.; Xxxxxxxxx-UTI EnergyUTI, Inc.; Schlumberger LimitedKey Energy Services, Inc.; TechnipFMC plc.RPC, Inc.; National National-Oilwell Varco, Inc.; Transocean Ltd.; and Transocean Ltd. Unit Corporation to determine relative Relative TSR (“"RTSR”"). The Peer Group may be adjusted by the Committee from time to time during or at the conclusion of the Performance Cycle, in its sole discretion after consultation with Grantee, in the event any of the companies in the Peer Group cease to be publicly traded or in response to a merger, consolidation or divestiture activity amongst companies, available public reporting or other events actually or potentially affecting the composition of the Peer Group. Any such adjustments shall be prescribed in a manner that strives to meet the requirements of Section 162(m) of the Code. (b) Restrictions will lapse based upon TSR relative to the Peer Group, pursuant to the schedule on Exhibit A; provided, however, that if the Company’s TSR for the Performance Cycle is negative, then the restrictions shall not lapse as to more than fifty percent (50%) of the Award. A. The Committee shall have sole discretion to determine which RTSR level Target has been achieved (if any) and whether the restrictions shall lapse on any or all of the Restricted Shares. The Committee’s 's determinations pursuant to the exercise of discretion with respect to all matters described in this paragraph shall be final and binding on the Grantee. The Committee shall make this determination within sixty (60) days following the end of the Performance Cycle or as soon as administratively practicable thereafter, with any lapses to occur as of the date of determination (the “"TSR Vesting Date”"). (c) If, as of the TSR Vesting Date, the Compensation Committee determines that restrictions shall lapse for less than 100% of the Restricted Shares, (x) neither the Grantee nor any of his heirs, beneficiaries, executors, administrators or other personal representatives shall have any further rights whatsoever in or with respect to any of the remaining Restricted Shares and all such shares shall be forfeited to NIL without consideration. (d) In the event of a Change in Control of NIL (as defined in the Executive Employment Agreement by and between NIL, NII and the Grantee Grantee's employment agreement effective as of January 1, 2013, as amended from time to time (the “Employment Agreement”)), one hundred fifty percent (10050%) of the unvested Restricted Shares held by Grantee shall become vested immediately. (e) In the event of termination of the Grantee’s 's employment by reason of Disability (as defined in the Employment Agreementhis employment agreement effective January 1, 2013) or death, notwithstanding anything to the contrary in the Employment Agreement, __________ fifty percent (50%) of the unvested Restricted Shares held by Grantee or his designated beneficiary (as applicable) shall become vested on the TSR Vesting Date. (f) In the event of termination of the Grantee’s 's employment either by the Grantee for Constructive Termination Without Cause, or by the Company Without Cause (each as defined in the Employment Agreementhis employment agreement effective January 1, 2013), __________ fifty percent (50%) of the unvested Restricted Shares held by Grantee shall become vested on the TSR Vesting Date. (g) Anything herein notwithstanding, in the event of the termination of the Grantee’s 's employment by the Company for Cause or by the written voluntary resignation of the Grantee (each as contemplated in the Employment AgreementGrantee's employment agreement effective January 1, 2013), the Grantee shall forfeit any Restricted Shares to the extent the restrictions on those shares have not lapsed as of the date the Executive’s 's employment is terminated. (h) Upon the release of the Restricted Shares from the restrictions, the Restricted Shares held by Grantee or his designated beneficiary (as applicable) shall be distributed to Grantee or his designated beneficiary (as applicable). No fractional shares of Common Shares Stock will be issued. If the calculation of the number of shares of Common Shares Stock to be issued results in fractional shares, then the number of shares of Common Shares Stock will be rounded up to the nearest whole share of Common ShareStock.

Restriction Period. The period of restriction (the “Restriction Period”) for the Common Shares issued under granted pursuant to this Restricted Stock Grant Award (the “Restricted Shares”) shall commence on the Date of Grant and shall lapse, if at all, as follows: (a) The Committee, in its sole discretion, has established target Performance Goals based on the Company’s Total Shareholder Return (“TSR Targets”), which will be ​ measured over a three-fiscal-year performance cycle commencing on January 1, 2020 ______________ and ending on December 31, 2022 ______________ (such period, the “Performance Cycle”). Total Shareholder Return (“TSR”) is the percentage increase in the value of shares the Common Shares over the Performance Cycle, based on the average closing share price of the Common Shares for the thirty (30) 30 consecutive business days prior to the start of the Performance Cycle and the average closing share price of the Common Shares for the last thirty (30) 30 consecutive business days in the Performance Cycle. The increase is calculated as the sum of (i) the change in share the closing price of the Common Shares and (ii) the value of dividends declared during the Performance Cycle, assuming such dividends are reinvested in additional shares Common Shares as of the date they are declared. The Company’s TSR will be compared to the TSR of a the peer group companies set forth on Exhibit A attached hereto (collectively, the “Peer Group”) comprised of Halliburton Co.; Xxxxx Xxxxxx Company; Valaris plc.; Xxxxxxxxxxx International Ltd.; Diamond Offshore Drilling Inc.; Noble Corporation; Helmerich & Xxxxx, Inc.; Superior Energy Services, Inc.; Xxxxxxxxx-UTI Energy, Inc.; Schlumberger Limited; TechnipFMC plc.; National Oilwell Varco, Inc.; and Transocean Ltd. to determine the Company’s TSR relative TSR (“RTSR”). The Peer Group may be adjusted by the Committee from time to time during or at the conclusion of the Performance Cycle, in its sole discretion after consultation with Grantee, in the event any of the companies in the Peer Group cease to be publicly traded or in response to a merger, consolidation or divestiture activity amongst companies, available public reporting or other events actually or potentially affecting the composition of the Peer Group. Any such adjustments shall be prescribed in a manner that strives to meet the requirements of Section 162(m) of the Code(“Relative TSR”). (b) Restrictions will lapse based upon TSR relative to the Peer GroupRelative TSR, pursuant to as set forth in the schedule on Exhibit AA attached hereto; provided, however, that if the Company’s TSR for the Performance Cycle is negative, then the restrictions shall not lapse as to more than fifty percent (50%) % of the this Award. The Committee shall have sole discretion to determine which RTSR Relative TSR level has been achieved (if any) and whether the restrictions shall lapse on any or all of the Restricted Shares. The Committee’s determinations pursuant to the exercise of discretion with respect to all matters described in this paragraph shall be final and binding on the Grantee. The Committee shall make this determination within sixty (60) 60 days following the end of the Performance Cycle or as soon as administratively practicable thereafter, with any lapses to occur as of the date of determination (the “TSR Vesting Date”). (c) If, as of the TSR Vesting DateDate or any other applicable date as set forth in this Section 3, the Compensation Committee determines that restrictions shall lapse for less than 100% of the Restricted Shares, neither the Grantee nor any of his heirs, beneficiaries, executors, administrators or other personal representatives shall have any further rights whatsoever in or with respect to any of the remaining Restricted Shares and all such shares shall and any related shares will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to NIL without considerationthe Company. (d) In the event of a Change in Control of NIL (as defined in the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 1, 2013, as amended from time to time (the “Employment Agreement”)), one hundred percent (100%) % of the unvested Restricted Shares held by the Grantee shall become vested immediately. (e) In the event of termination of the Grantee’s employment by reason of Termination due to the Grantee’s death or Disability (as defined in the Employment Agreement) or death), notwithstanding anything to the contrary in the Employment Agreement, __________ 50% of the unvested Restricted Shares held by the Grantee or his designated beneficiary (as applicable) shall become vested on the TSR Vesting Date.. ​ ​ (f) In the event of termination of the Grantee’s employment Termination either by due to the Grantee for Grantee’s Constructive Termination Without Cause, Cause or by the Company Without Cause (each as defined in the Employment Agreement), __________ 50% of the unvested Restricted Shares held by the Grantee shall become vested on the TSR Vesting Date. (g) Anything herein notwithstanding, in the event of the termination of the Grantee’s employment Termination by the Company for Cause or by the written voluntary resignation of the Grantee (each as contemplated defined or contemplated, as applicable, in the Employment Agreement), the Grantee shall forfeit any Restricted Shares to the extent the restrictions on those shares have not lapsed as of the date the ExecutiveGrantee’s employment is terminated. (h) Upon the release of the Restricted Shares from the restrictions, the Restricted Shares held by the Grantee or his designated beneficiary (as applicable) shall be distributed to the Grantee or his designated beneficiary (as applicable). No fractional Common Shares will be issued. If the calculation of the number of Common Shares to be issued results in fractional shares, then the number of Common Shares will be rounded up to the nearest whole Common Share.

Restriction Period. The period of restriction (“Restriction Period”) for the Common Shares issued under this Restricted Stock Grant (the “Restricted Shares”) shall commence on the Date of Grant and shall lapse, if at all, as follows: (a) The Committee, in its sole discretion, has established target Performance Goals based on the Company’s Total Shareholder Return (“TSR Targets”), which will be measured over a three-fiscal-year performance cycle commencing on January 1, 2020 [______] and ending on December 31, 2022 [_______] (such period, the “Performance Cycle”). Total Shareholder Return (“TSR”) is the percentage increase in the value of shares over the Performance Cycle, based on the average closing share price for the thirty (30) consecutive business days prior to the start of the Performance Cycle and the average closing share price for the last thirty (30) consecutive business days in the Performance Cycle. The increase is calculated as the sum of (i) the change in share price and (ii) the value of dividends declared during the Performance Cycle, assuming such dividends are reinvested in additional shares as of the date they are declared. The Company’s TSR will be compared to the TSR of a peer group (the “Peer Group”) comprised of Halliburton Co.; Xxxxx Xxxxxx CompanyXxxxxx, Inc.; Valaris Ensco plc.. ; Xxxxxxxxxxx International Ltd.; Diamond Offshore Drilling Inc.; Noble CorporationCorp.; Helmerich & Xxxxx, Xxxxx Inc.; Xxxxx Companies plc.; Superior Energy Services, Inc.; Xxxxxxxxx-UTI Energy, Inc.; Schlumberger Limited; Xxxxxx Oceanics Inc.; TechnipFMC plc.; National Oilwell Varco, Inc.; and Transocean Ltd. to determine relative TSR (“RTSR”). The Peer Group may be adjusted by the Committee from time to time during or at the conclusion of the Performance Cycle, in its sole discretion after consultation with Grantee, in the event any of the companies in the Peer Group cease to be publicly traded or in response to a merger, consolidation or divestiture activity amongst companies, available public reporting or other events actually or potentially affecting the composition of the Peer Group. Any such adjustments shall be prescribed in a manner that strives to meet the requirements of Section 162(m) of the Code. (b) Restrictions will lapse based upon TSR relative to the Peer Group, pursuant to the schedule on Exhibit A; provided, however, that if the Company’s TSR for the Performance Cycle is negative, then the restrictions shall not lapse as to more than fifty percent (50%) of the Award. A. The Committee shall have sole discretion to determine which RTSR level has been achieved (if any) and whether the restrictions shall lapse on any or all of the Restricted Shares. The Committee’s determinations pursuant to the exercise of discretion with respect to all matters described in this paragraph shall be final and binding on the Grantee. The Committee shall make this determination within sixty (60) days following the end of the Performance Cycle or as soon as administratively practicable thereafter, with any lapses to occur as of the date of determination (the “TSR Vesting Date”). (c) If, as of the TSR Vesting Date, the Compensation Committee determines that restrictions shall lapse for less than 100% of the Restricted Shares, (x) neither the Grantee nor any of his heirs, beneficiaries, executors, administrators or other personal representatives shall have any further rights whatsoever in or with respect to any of the remaining Restricted Shares and all such shares shall be forfeited to NIL without consideration. (d) In the event of a Change in Control of NIL (as defined in the Executive Employment Agreement by and between NIL, NII and the Grantee Grantee’s employment agreement effective as of January 1, 2013, as amended from time to time (the “Employment Agreement”)), one hundred fifty percent (10050%) of the unvested Restricted Shares held by Grantee shall become vested immediately. (e) In the event of termination of the Grantee’s employment by reason of Disability (as defined in the Employment Agreementhis employment agreement effective January 1, 2013) or death, notwithstanding anything to the contrary in the Employment Agreement, __________ fifty percent (50%) of the unvested Restricted Shares held by Grantee or his designated beneficiary (as applicable) shall become vested on the TSR Vesting Date. (f) In the event of termination of the Grantee’s employment either by the Grantee for Constructive Termination Without Cause, or by the Company Without Cause (each as defined in the Employment Agreementhis employment agreement effective January 1, 2013), __________ fifty percent (50%) of the unvested Restricted Shares held by Grantee shall become vested on the TSR Vesting Date. (g) Anything herein notwithstanding, in the event of the termination of the Grantee’s employment by the Company for Cause or by the written voluntary resignation of the Grantee (each as contemplated in the Employment AgreementGrantee’s employment agreement effective January 1, 2013), the Grantee shall forfeit any Restricted Shares to the extent the restrictions on those shares have not lapsed as of the date the Executive’s employment is terminated. (h) Upon the release of the Restricted Shares from the restrictions, the Restricted Shares held by Grantee or his designated beneficiary (as applicable) shall be distributed to Grantee or his designated beneficiary (as applicable). No fractional Common Shares will be issued. If the calculation of the number of Common Shares to be issued results in fractional shares, then the number of Common Shares will be rounded up to the nearest whole Common Share.

Restriction Period. The period of restriction (“Restriction Period”) for the shares of Common Shares Stock issued under this Restricted Stock Grant (the “Restricted Shares”) shall commence on the Date of Grant and shall lapse, if at all, as follows: (a) The Committee, in its sole discretion, has established target Performance Goals performance goals based on the Company’s Total Shareholder Return (“TSR Targets”), which will be measured over a three-fiscal-year performance cycle commencing on January 1, 2020 2014 and ending on December 31, 2022 2016 (such period, the “Performance Cycle”). Total Shareholder Return (“TSR”) is the percentage increase in the value of shares over the Performance Cycle, based on the average closing share price for the thirty (30) consecutive business days prior to the start of the Performance Cycle and the average closing share price for the last thirty (30) consecutive business days in the Performance Cycle. The increase is calculated as the sum of (i) the change in share price and (ii) the value of dividends declared during the Performance Cycle, assuming such dividends are reinvested in additional shares as of the date they are declared. The Company’s TSR will be compared to the TSR of a peer group (the “Peer Group”) comprised of Halliburton Co.; Xxxxx Xxxxxx CompanyXxxxxx, Inc.; Valaris plc.ENSCO International Inc.; Xxxxxxxxxxx International Ltd.; Diamond Offshore Drilling Inc.; Noble CorporationCorp.; Helmerich & Xxxxx, Xxxxx Inc.; Xxxxx Companies Inc.; Superior Energy Services, Inc.; Xxxxxxxxx-UTI EnergyUTI, Inc.; Schlumberger LimitedKey Energy Services, Inc.; TechnipFMC plc.RPC, Inc.; National National-Oilwell Varco, Inc.; Transocean Ltd.; and Transocean Ltd. Unit Corporation to determine relative Relative TSR (“RTSR”). The Peer Group may be adjusted by the Committee from time to time during or at the conclusion of the Performance Cycle, in its sole discretion after consultation with Grantee, in the event any of the companies in the Peer Group cease to be publicly traded or in response to a merger, consolidation or divestiture activity amongst companies, available public reporting or other events actually or potentially affecting the composition of the Peer Group. Any such adjustments shall be prescribed in a manner that strives to meet the requirements of Section 162(m) of the Code. (b) Restrictions will lapse based upon TSR relative to the Peer Group, pursuant to the schedule on Exhibit A; provided, however, that if the Company’s TSR for the Performance Cycle is negative, then the restrictions shall not lapse as to more than fifty percent (50%) of the Award. A. The Committee shall have sole discretion to determine which RTSR level Target has been achieved (if any) and whether the restrictions shall lapse on any or all of the Restricted Shares. The Committee’s determinations pursuant to the exercise of discretion with respect to all matters described in this paragraph shall be final and binding on the Grantee. The Committee shall make this determination within sixty (60) days following the end of the Performance Cycle or as soon as administratively practicable thereafter, with any lapses to occur as of the date of determination (the “TSR Vesting Date”). (c) If, as of the TSR Vesting Date, the Compensation Committee determines that restrictions shall lapse for less than 100% of the Restricted Shares, (x) neither the Grantee nor any of his heirs, beneficiaries, executors, administrators or other personal representatives shall have any further rights whatsoever in or with respect to any of the remaining Restricted Shares and all such shares shall be forfeited to NIL without consideration. (d) In the event of a Change in Control of NIL (as defined in the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 1, 2013, as amended from time to time (the “Employment Agreement”)), one hundred percent (100%) of the unvested Restricted Shares held by Grantee shall become vested immediately. (e) In the event of termination of the Grantee’s employment by reason of Disability (as defined in the Employment Agreementhis employment agreement effective March 3, 2014) or death, notwithstanding anything to the contrary in the Employment Agreement, __________ fifty percent (50%) of the unvested Restricted Shares held by Grantee or his designated beneficiary (as applicable) shall become vested on the TSR Vesting Date. (fe) In the event of termination of the Grantee’s employment either by the Grantee for Constructive Termination Without Cause, or by the Company Without Cause (each as defined in the Employment Agreementhis employment agreement effective March 3, 2014), __________ fifty percent (50%) of the unvested Restricted Shares held by Grantee shall become vested on the TSR Vesting Date. (gf) Anything herein notwithstanding, in the event of the termination of the Grantee’s employment by the Company for Cause or by the written voluntary resignation of the Grantee (each as contemplated in the Employment AgreementGrantee’s employment agreement effective March 3, 2014), the Grantee shall forfeit any Restricted Shares to the extent the restrictions on those shares have not lapsed as of the date the Executive’s employment is terminated. (hg) Upon the release of the Restricted Shares from the restrictions, the Restricted Shares held by Grantee or his designated beneficiary (as applicable) shall be distributed to Grantee or his designated beneficiary (as applicable). No fractional shares of Common Shares Stock will be issued. If the calculation of the number of shares of Common Shares Stock to be issued results in fractional shares, then the number of shares of Common Shares Stock will be rounded up to the nearest whole share of Common ShareStock.

Restriction Period. The period of restriction (“Restriction Period”) for the shares of Common Shares Stock issued under this Restricted Stock Grant (the “Restricted Shares”) shall commence on the Date of Grant and shall lapse, if at all, as follows: (a) The Committee, in its sole discretion, has established target Performance Goals performance goals based on the Company’s Total Shareholder Return (“TSR Targets”), which will be measured over a three-fiscal-year performance cycle commencing on January 1, 2020 2013 and ending on December 31, 2022 2015 (such period, the “Performance Cycle”). Total Shareholder Return (“TSR”) is the percentage increase in the value of shares over the Performance Cycle, based on the average closing share price for the thirty (30) consecutive business days prior to the start of the Performance Cycle and the average closing share price for the last thirty (30) consecutive business days in the Performance Cycle. The increase is calculated as the sum of (i) the change in share price and (ii) the value of dividends declared during the Performance Cycle, assuming such dividends are reinvested in additional shares as of the date they are declared. The Company’s TSR will be compared to the TSR of a peer group (the “Peer Group”) comprised of Halliburton Co.; Xxxxx Xxxxxx CompanyXxxxxx, Inc.; Valaris plc.ENSCO International Inc.; Xxxxxxxxxxx International Ltd.; Diamond Offshore Drilling Inc.; Noble CorporationCorp.; Helmerich & Xxxxx, Xxxxx Inc.; Xxxxx Companies Inc.; Superior Energy Services, Inc.; Xxxxxxxxx-UTI EnergyUTI, Inc.; Schlumberger LimitedKey Energy Services, Inc.; TechnipFMC plc.RPC, Inc.; National National-Oilwell Varco, Inc.; Transocean Ltd.; and Transocean Ltd. Unit Corporation to determine relative Relative TSR (“RTSR”). The Peer Group may be adjusted by the Committee from time to time during or at the conclusion of the Performance Cycle, in its sole discretion after consultation with Grantee, in the event any of the companies in the Peer Group cease to be publicly traded or in response to a merger, consolidation or divestiture activity amongst companies, available public reporting or other events actually or potentially affecting the composition of the Peer Group. Any such adjustments shall be prescribed in a manner that strives to meet the requirements of Section 162(m) of the Code. (b) Restrictions will lapse based upon TSR relative to the Peer Group, pursuant to the schedule on Exhibit A; provided, however, that if the Company’s TSR for the Performance Cycle is negative, then the restrictions shall not lapse as to more than fifty percent (50%) of the Award. A. The Committee shall have sole discretion to determine which RTSR level Target has been achieved (if any) and whether the restrictions shall lapse on any or all of the Restricted Shares. The Committee’s determinations pursuant to the exercise of discretion with respect to all matters described in this paragraph shall be final and binding on the Grantee. The Committee shall make this determination within sixty (60) days following the end of the Performance Cycle or as soon as administratively practicable thereafter, with any lapses to occur as of the date of determination (the “TSR Vesting Date”). (c) If, as of the TSR Vesting Date, the Compensation Committee determines that restrictions shall lapse for less than 100% of the Restricted Shares, (x) neither the Grantee nor any of his heirs, beneficiaries, executors, administrators or other personal representatives shall have any further rights whatsoever in or with respect to any of the remaining Restricted Shares and all such shares shall be forfeited to NIL without consideration. (d) In the event of a Change in Control of NIL (as defined in the Executive Employment Agreement by and between NIL, NII and the Grantee Grantee’s employment agreement effective as of January 1, 2013, as amended from time to time (the “Employment Agreement”)), one hundred fifty percent (10050%) of the unvested Restricted Shares held by Grantee shall become vested immediately. (e) In the event of termination of the Grantee’s employment by reason of Disability (as defined in the Employment Agreementhis employment agreement effective January 1, 2013) or death, notwithstanding anything to the contrary in the Employment Agreement, __________ fifty percent (50%) of the unvested Restricted Shares held by Grantee or his designated beneficiary (as applicable) shall become vested on the TSR Vesting Date. (f) In the event of termination of the Grantee’s employment either by the Grantee for Constructive Termination Without Cause, or by the Company Without Cause (each as defined in the Employment Agreementhis employment agreement effective January 1, 2013), __________ fifty percent (50%) of the unvested Restricted Shares held by Grantee shall become vested on the TSR Vesting Date. (g) Anything herein notwithstanding, in the event of the termination of the Grantee’s employment by the Company for Cause or by the written voluntary resignation of the Grantee (each as contemplated in the Employment AgreementGrantee’s employment agreement effective January 1, 2013), the Grantee shall forfeit any Restricted Shares to the extent the restrictions on those shares have not lapsed as of the date the Executive’s employment is terminated. (h) Upon the release of the Restricted Shares from the restrictions, the Restricted Shares held by Grantee or his designated beneficiary (as applicable) shall be distributed to Grantee or his designated beneficiary (as applicable). No fractional shares of Common Shares Stock will be issued. If the calculation of the number of shares of Common Shares Stock to be issued results in fractional shares, then the number of shares of Common Shares Stock will be rounded up to the nearest whole share of Common ShareStock.