Common use of Sections 409A and 457A Clause in Contracts

Sections 409A and 457A. (a) It is the intention of the parties that the provisions of this Agreement shall, to the maximum extent permissible, comply with the requirements of the short-term deferral exceptions of Section 409A of the Code and the Treasury Regulations issued thereunder and Section 457A of the Code and any guidance with respect to Code Section 457A, including but not limited to Notice 2009-8. Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene the requirements or limitations of Code Section 409A or of Code Section 457A applicable to such short-term deferral exceptions, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder and Code Section 457A and any guidance with respect to Code Section 457A, including but not limited to Notice 2009-8, that apply to such exceptions. (b) Notwithstanding any provision to the contrary in this Agreement, to the extent this Award may be deemed to create a deferred compensation arrangement under Code Section 409A, then Shares or other amounts which become issuable or distributable under this Agreement by reason of Participant’s cessation of continued employment or service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of Participant’s Separation from Service (as determined under Code Section 409A and Treasury Regulations thereunder) or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Committee in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Company, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company receives proof of Participant’s death.

Sections 409A and 457A. Notwithstanding anything herein or in the 2016 Plan to the contrary, the PSUs granted pursuant to this Performance Stock Unit Grant are intended to be compliant with the applicable requirements of (a) It is the intention Section 409A of the parties that Code, as amended from time to time, including the provisions of this Agreement shallguidance and regulations promulgated thereunder and successor provisions, to the maximum extent permissibleguidance and regulations thereto (collectively, comply with the requirements of “Section 409A”) or an exemption therefrom; and (b) the short-term deferral exceptions exception of Section 409A of the Code and the Treasury Regulations issued thereunder and Section 457A of the Code and any all applicable guidance issued with respect to Section 457A of the Code (collectively, “Section 457A, including but not limited to Notice 2009-8”). AccordinglyThis Performance Stock Unit Grant shall be construed and interpreted in a manner consistent with such intent. Nevertheless, to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene that the requirements or limitations of Code Section 409A or of Code Section 457A applicable to such short-term deferral exceptions, then those provisions shall Committee determines that the PSUs may not be interpreted and applied in a manner that does not result in a violation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder and Code Section 457A and any guidance with respect to Code Section 457A, including but not limited to Notice 2009-8, that apply to such exceptions. (b) Notwithstanding any provision to the contrary in this Agreement, to the extent this Award may be deemed to create a deferred compensation arrangement under Code exempt from Section 409A, then Shares or other amounts which become issuable or distributable under this Agreement by reason of Participant’s cessation of continued employment or service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of Participant’s Separation from Service (as determined under Code Section 409A and Treasury Regulations thereunder) or (ii) the date of Participant’s deaththen, if Participant the Grantee is deemed at the time of such Separation from Service to be a “specified employee under Section 1.409A-1(i) employee” within the meaning of the Treasury Regulations issued under Code Section 409A, as determined by the Committee in accordance Committee, at a time when the Grantee becomes eligible for settlement of the PSUs upon his “separation from service” within the meaning of Section 409A, then to the extent necessary to prevent any accelerated or additional tax under Section 409A, such settlement will be delayed until the earlier of: (a) the date that is six (6) months following the Grantee’s separation from service and (b) the Grantee’s death. Notwithstanding the foregoing, NIL and its Affiliates make no representations that the PSUs provided under this Performance Stock Unit Grant are exempt from or compliant with consistent and uniform standards applied to all other Code Section 409A arrangements or Section 457A and in no event shall NIL or any Affiliates be liable for all or any portion of the Companyany taxes, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares penalties, interest or other distributable amount shall expenses that may be issued incurred by the Grantee on account of non-compliance with Section 409A or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company receives proof of Participant’s death.Section 457A.

Sections 409A and 457A. Notwithstanding anything herein or in the Plan to the contrary, the PSUs granted pursuant to this Award are intended to be compliant with the applicable requirements of (a) It is the intention Section 409A of the parties that Code, as amended from time to time, including the provisions of this Agreement shallguidance and regulations promulgated thereunder and successor provisions, to the maximum extent permissibleguidance and regulations thereto (collectively, comply with the requirements of “Section 409A”) or an exemption therefrom; and (b) the short-term deferral exceptions exception of Section 409A of the Code and the Treasury Regulations issued thereunder and Section 457A of the Code and any all applicable guidance issued with respect to Section 457A of the Code (collectively, “Section 457A, including but not limited to Notice 2009-8”). AccordinglyThis Award shall be construed and interpreted in a manner consistent with such intent. Nevertheless, to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene that the requirements or limitations of Code Section 409A or of Code Section 457A applicable to such short-term deferral exceptions, then those provisions shall Committee determines that the PSUs may not be interpreted and applied in a manner that does not result in a violation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder and Code Section 457A and any guidance with respect to Code Section 457A, including but not limited to Notice 2009-8, that apply to such exceptions. (b) Notwithstanding any provision to the contrary in this Agreement, to the extent this Award may be deemed to create a deferred compensation arrangement under Code exempt from Section 409A, then Shares or other amounts which become issuable or distributable under this Agreement by reason of Participant’s cessation of continued employment or service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of Participant’s Separation from Service (as determined under Code Section 409A and Treasury Regulations thereunder) or (ii) the date of Participant’s deaththen, if Participant the Grantee is deemed at the time of such Separation from Service to be a “specified employee under Section 1.409A-1(i) employee” within the meaning of the Treasury Regulations issued under Code Section 409A, as determined by the Committee in accordance Committee, at a time when the Grantee becomes eligible for settlement of the PSUs upon his “separation from service” within the meaning of Section 409A, then to the extent necessary to prevent any accelerated or additional tax under Section 409A, such settlement will be delayed until the earlier of: (i) the date that is six months following the Grantee’s separation from service and (ii) the Grantee’s death. Notwithstanding the foregoing, NIL and its Affiliates make no representations that the PSUs provided under this Award are exempt from or compliant with consistent and uniform standards applied to all other Code Section 409A arrangements or Section 457A and in no event shall NIL or any Affiliates be liable for all or any portion of the Companyany taxes, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares penalties, interest or other distributable amount shall expenses that may be issued incurred by the Grantee on account of non-compliance with Section 409A or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company receives proof of Participant’s death.Section 457A.

Sections 409A and 457A. (a) It is the intention of the parties that the provisions of this Agreement shall, to the maximum extent permissible, comply with the requirements of the short-term deferral exceptions of Section 409A of the Code and the Treasury Regulations issued thereunder and Section 457A of the Code and any guidance with respect to Code Section 457A, including but not limited to Notice 2009-8. Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene the requirements or limitations of Code Section 409A or of Code Section 457A applicable to such short-term deferral exceptions, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder and Code Section 457A and any guidance with respect to Code Section 457A, including but not limited to Notice 2009-8, that apply to such exceptions. (b) Notwithstanding any provision to the contrary in this Agreement, to the extent this Award may be deemed to create a deferred compensation arrangement under Code Section 409A, then Shares or other amounts which become issuable or distributable under this Agreement by reason of Participant’s cessation of continued employment or service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of Participant’s Separation from Service (as determined under Code Section 409A and Treasury Regulations thereunder) or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under under Section 1.409A-1(i1. 409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Committee in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Company, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company receives proof of Participant’s death.

Sections 409A and 457A. Notwithstanding anything herein or in the Award Agreement to the contrary, the cash granted pursuant to this Award is intended to be compliant with the applicable requirements of (a) It is the intention Section 409A of the parties that Code, as amended from time to time, including the provisions of this Agreement shallguidance and regulations promulgated thereunder and successor provisions, to the maximum extent permissibleguidance and regulations thereto (collectively, comply with the requirements of “Section 409A”) or an exemption therefrom; and and (b) the short-term deferral exceptions exception of Section 409A of the Code and the Treasury Regulations issued thereunder and Section 457A of the Code and any all applicable guidance issued with respect to Section 457A of the Code (collectively, “Section 457A, including but not limited to Notice 2009-8”). AccordinglyThis Award shall be construed and interpreted in a manner consistent with such intent. Nevertheless, to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene ​ ​ that the requirements or limitations of Code Section 409A or of Code Section 457A applicable to such short-term deferral exceptions, then those provisions shall be interpreted and applied in a manner Board determines that does not result in a violation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder and Code Section 457A and any guidance with respect to Code Section 457A, including but not limited to Notice 2009-8, that apply to such exceptions. (b) Notwithstanding any provision to the contrary in this Agreement, to the extent this Award may not be deemed to create a deferred compensation arrangement under Code exempt from Section 409A, then Shares or other amounts which become issuable or distributable under this Agreement by reason of Participant’s cessation of continued employment or service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of Participant’s Separation from Service (as determined under Code Section 409A and Treasury Regulations thereunder) or (ii) the date of Participant’s deaththen, if Participant the Grantee is deemed at the time of such Separation from Service to be a “specified employee under Section 1.409A-1(i) employee” within the meaning of the Treasury Regulations issued under Code Section 409A, as determined by the Committee in accordance Committee, at a time when the Grantee becomes eligible for settlement of this Award upon his “separation from service” within the meaning of Section 409A, then to the extent necessary to prevent any accelerated or additional tax under Section 409A, such settlement will be delayed until the earlier of: (i) the date that is six months following the Grantee’s separation from service and (ii) the Grantee’s death. Notwithstanding the foregoing, NIL and its Affiliates make no representations that the cash provided under this Award is exempt from or compliant with consistent and uniform standards applied to all other Code Section 409A arrangements or Section 457A and in no event shall NIL or any Affiliates be liable for all or any portion of the Companyany taxes, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares penalties, interest or other distributable amount shall expenses that may be issued incurred by the Grantee on account of non-compliance with Section 409A or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company receives proof of Participant’s death.Section 457A

Sections 409A and 457A. Notwithstanding anything herein or in the Plan to the contrary, the PSUs granted pursuant to this Award are intended to be compliant with the applicable requirements of (a) It is the intention Section 409A of the parties that Code, as amended from time to time, including ​ the provisions of this Agreement shallguidance and regulations promulgated thereunder and successor provisions, to the maximum extent permissibleguidance and regulations thereto (collectively, comply with the requirements of “Section 409A”) or an exemption therefrom; and (b) the short-term deferral exceptions exception of Section 409A of the Code and the Treasury Regulations issued thereunder and Section 457A of the Code and any all applicable guidance issued with respect to Section 457A of the Code (collectively, “Section 457A, including but not limited to Notice 2009-8”). AccordinglyThis Award shall be construed and interpreted in a manner consistent with such intent. Nevertheless, to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene that the requirements or limitations of Code Section 409A or of Code Section 457A applicable to such short-term deferral exceptions, then those provisions shall Committee determines that the PSUs may not be interpreted and applied in a manner that does not result in a violation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder and Code Section 457A and any guidance with respect to Code Section 457A, including but not limited to Notice 2009-8, that apply to such exceptions. (b) Notwithstanding any provision to the contrary in this Agreement, to the extent this Award may be deemed to create a deferred compensation arrangement under Code exempt from Section 409A, then Shares or other amounts which become issuable or distributable under this Agreement by reason of Participant’s cessation of continued employment or service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of Participant’s Separation from Service (as determined under Code Section 409A and Treasury Regulations thereunder) or (ii) the date of Participant’s deaththen, if Participant the Grantee is deemed at the time of such Separation from Service to be a “specified employee under Section 1.409A-1(i) employee” within the meaning of the Treasury Regulations issued under Code Section 409A, as determined by the Committee in accordance Committee, at a time when the Grantee becomes eligible for settlement of the PSUs upon his “separation from service” within the meaning of Section 409A, then to the extent necessary to prevent any accelerated or additional tax under Section 409A, such settlement will be delayed until the earlier of: (i) the date that is six months following the Grantee’s separation from service and (ii) the Grantee’s death. Notwithstanding the foregoing, NIL and its Affiliates make no representations that the PSUs provided under this Award are exempt from or compliant with consistent and uniform standards applied to all other Code Section 409A arrangements or Section 457A and in no event shall NIL or any Affiliates be liable for all or any portion of the Companyany taxes, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares penalties, interest or other distributable amount shall expenses that may be issued incurred by the Grantee on account of non-compliance with Section 409A or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company receives proof of Participant’s death.Section 457A.

Sections 409A and 457A. Notwithstanding anything herein or in the 2016 Plan to the contrary, the PSUs granted pursuant to this Performance Stock Unit Grant are intended to be compliant with the applicable requirements of (a) It is the intention Section 409A of the parties that Code, as amended from time to time, including the provisions of this Agreement shallguidance and regulations promulgated thereunder and successor provisions, to the maximum extent permissibleguidance and regulations thereto (collectively, comply with the requirements of “Section 409A”) or an exemption therefrom; and (b) the short-term deferral exceptions exception of Section 409A of the Code and the Treasury Regulations issued thereunder and Section 457A of the Code and any all applicable guidance issued with respect to Section 457A of the Code (collectively, “Section 457A, including but not limited to Notice 2009-8”). Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene the requirements or limitations of Code Section 409A or of Code Section 457A applicable to such short-term deferral exceptions, then those provisions This Performance Stock Unit Grant shall be construed and interpreted and applied in a manner that does not result in a violation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder and Code Section 457A and any guidance consistent with respect to Code Section 457A, including but not limited to Notice 2009-8, that apply to such exceptions. (b) Notwithstanding any provision to the contrary in this Agreement, to intent. To the extent this Award may be deemed that the Committee determines that the PSUs constitute “non-qualified deferred compensation” subject to create a deferred compensation arrangement under Code Section 409A, then Shares or other amounts which become issuable or distributable under this Agreement by reason of Participant’s cessation of continued employment or service shall actually the PSUs may only be issued or distributed to Participant prior to settled on the earlier to occur of (i) the first day of the seventh (7thoriginal vesting date(s) month following the date of Participant’s Separation from Service (as determined under Code set forth in Section 409A and Treasury Regulations thereunder) or 3(a), (ii) the date Grantee’s “separation from service” within the meaning of Participant’s deathSection 409A, (iii) a “change of control event” within the meaning of Section 409A or (iv) such earlier time as may be permitted under Section 409A. To the extent that the Committee determines that the PSUs constitute “non-qualified deferred compensation” subject to Section 409A, then, if Participant the Grantee is deemed at the time of such Separation from Service to be a “specified employee under Section 1.409A-1(i) employee” within the meaning of the Treasury Regulations issued under Code Section 409A, as determined by the Committee Committee, at a time when the Grantee becomes eligible for settlement of the PSUs upon his “separation from service” within the meaning of Section 409A, then to the extent necessary to prevent any accelerated or additional tax under Section 409A, such settlement will be delayed until the earlier of: (a) the date that is six (6) months following the Grantee’s separation from service and (b) the Grantee’s death. Notwithstanding anything in accordance this Agreement or the Employment Agreement to the contrary, no cash or Common Shares shall be paid to Grantee hereunder upon his termination of employment unless such termination of employment is also a “separation from service” within the meaning of Section 409A. Notwithstanding anything in this Agreement or the Employment Agreement to the contrary, no cash or Common Shares shall be paid to Grantee hereunder upon a Change in Control unless such Change in Control is also a “change of control event” within the meaning of Section 409A. Notwithstanding the foregoing, NIL and its Affiliates make no representations that the PSUs provided under this Performance Stock Unit Grant are exempt from or compliant with consistent and uniform standards applied to all other Code Section 409A arrangements or Section 457A and in no event shall NIL or any Affiliates be liable for all or any portion of the Companyany taxes, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares penalties, interest or other distributable amount shall expenses that may be issued incurred by the Grantee on account of non-compliance with Section 409A or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company receives proof of Participant’s death.Section 457A. ​