Common use of Vesting of PSUs Clause in Contracts

Vesting of PSUs. The PSUs granted pursuant to this Award shall vest, if at all, as follows: (a) The Committee, in its sole discretion, has established, or within 90 days following the Date of Grant will establish, Performance Goals based on factors consistent with Section 3.1(e)(ii) of the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 2, 2020, as amended from time to time (the “Employment Agreement”), which will be measured over a one-year performance period commencing on _____________ and ending on _____________ (such period, the “Performance Period”). (b) Up to 200% of the Target PSUs subject to this Award are eligible to become earned based upon achievement of the applicable Performance Goals. The Committee shall have sole discretion to determine the level of achievement of the applicable Performance Goals and the percentage of the Target PSUs subject to this Award that shall become earned based on such performance (the “Earned PSUs”). 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 60 days following the end of the Performance Period or as soon as administratively practicable thereafter (the “Performance Determination Date”). (c) If, on the Performance Determination Date or any other applicable date as set forth in this Section 3, the Committee determines that any of the PSUs subject to this Award shall not become Earned PSUs, then any such PSUs that did not become Earned PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. (d) One-third of the Earned PSUs shall become vested on each of the first three anniversaries of the Date of Grant if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the applicable vesting date; provided that any Earned PSUs scheduled to vest prior to the Performance Determination Date shall instead vest upon the Performance Determination Date; provided further, that if the preceding calculation results in any fractional shares, such fractional shares shall be rounded down to the next whole number of shares, with the remainder of shares due to be paid in the third annual instalment. (e) In the event of a Change in Control of NIL (as defined in the Employment Agreement), notwithstanding anything to the contrary in the Employment Agreement, all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Change in Control if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the date of such Change in Control; provided that, if such Change in Control of NIL occurs prior to the Performance Determination Date, the Earned PSUs shall be deemed to equal 100% of the Target PSUs. (f) In the event of the Grantee’s Termination due to the Grantee’s death or Disability (as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. (g) In the event of the Grantee’s Termination either due to the Grantee’s Constructive Termination Without Cause or by the Company Without Cause (each as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. ​ (h) Anything herein notwithstanding, in the event of the Grantee’s Termination by the Company for Cause or by the written voluntary resignation of the Grantee (each as defined or contemplated, as applicable, in the Employment Agreement), the Grantee shall forfeit any PSUs subject to this Award that remain unvested as of the date of such Termination.

Vesting of PSUs. The PSUs granted pursuant to this Award shall vestwill be earned, if vest and become non-forfeitable in whole, in part, or not at all, as follows: (a) The Committee, in its sole discretion, has established, or within 90 days following the Date of Grant will establish, Performance Goals based on factors consistent with Section 3.1(e)(ii) of the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 2, 2020, as amended from time to time (the “Employment Agreement”), which will be measured over a one-year performance period commencing on _____________ and ending on _____________ (such period, the “Performance Period”). (b) Up to 200% of the Target PSUs subject to this Award are eligible to become earned based upon achievement of the applicable Performance Goals. The Committee shall have sole discretion to determine the level of achievement of the applicable Performance Goals and the percentage of the Target PSUs subject to this Award that shall become earned based on such performance (the “Earned PSUs”). 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 60 days following the end of the Performance Period or as soon as administratively practicable thereafter (the “Performance Determination Date”). (c) If, on the Performance Determination Vesting Date or any other applicable date as set forth in this Section 3, the Committee determines that any of the PSUs subject to this Award shall not become Earned PSUs, then any such PSUs that did not become Earned PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. (d) One-third of the Earned PSUs shall become vested on each of the first three anniversaries of the Date of Grant if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the applicable vesting date; provided that any Earned PSUs scheduled to vest Notice. If Xxxxxxx's employment terminates prior to the Performance Determination Vesting Date for any reason other than Xxxxxxx's death or Disability, Grantee shall instead vest upon the Performance Determination Date; provided furtherforfeit all right, that if the preceding calculation results title and interest in any fractional shares, such fractional shares shall be rounded down and to the next whole number of shares, with the remainder of shares due to be paid in the third annual instalment. (e) In the event of a Change in Control of NIL (as defined in the Employment Agreement), notwithstanding anything to the contrary in the Employment Agreement, all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Change termination. In addition, any PSUs that fail to vest in Control if accordance with the Grantee remains continuously employed terms of this Award will be forfeited and reconveyed to the Company without further consideration or any act or action by NIL and/or NII from Grantee. If the Date Grantee's employment is terminated by reason of Grant his or her death or Disability, then the PSUs will be vested and converted to Stock based on actual performance through the date Performance Measurement Period which shall be considered the Vesting Date and shares of such Change in Control; provided that, if such Stock will be delivered pursuant to Section 5. Upon a Change in Control of NIL occurs prior the Company, the following shall occur: (a) If the PSUs are assumed or continued following a Change in Control, the Compensation Committee shall determine the actual number of PSUs that are eligible to be earned based on the greater of (i) actual attainment of the Performance Determination Date, the Earned PSUs shall be deemed to equal 100% of the Target PSUs. (f) In the event of the Grantee’s Termination due to the Grantee’s death or Disability (Goals as defined set forth in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested Exhibit A as of the effective date of such Termination; provided that, the Change in Control (as if the date Change in Control was the last day of the Performance Measurement Period) or (ii) the Target Number of PSUs as set forth in the Notice. Any such Termination occurs prior to PSUs shall not be deemed vested and earned until the conclusion of the original Performance Measurement Period, then subject to the continued employment of the Grantee through such Vesting Date, and shares of Stock shall forfeit all be issued for the earned and vested PSUs on the Settlement Date, subject to paragraph (b) of this AwardSection 3. For example, and if a Change in Control occurs during the date of such Termination occurs after the conclusion 12th month of the Performance Period but prior to Measurement Period, after the Performance Determination Date, then Compensation Committee has determined the number of Earned PSUs that are eligible to be earned as of the effective date of the Change in Control, the PSUs shall not be determined based on actual performancedeemed fully vested and earned until the end of the 36th month of the original Performance Measurement Period so long as the Grantee is continuously employed with the Company through such date, subject to paragraph (b) of this Section 3. (gb) In If the event of the Grantee’s Termination either due to the Grantee’s Constructive Termination Without Cause PSUs are assumed or by the Company Without Cause (each as defined continued following a Change in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. ​ (h) Anything herein notwithstandingControl, in the event of that subsequent to a Change in Control, an Involuntary Termination occurs or the Company terminates Grantee’s Termination Service for any reason other than Cause, all outstanding PSUs held by the Company for Cause or by the written voluntary resignation of the such Grantee (each as defined or contemplated, as applicable, shall immediately vest and become settled within 10 days thereafter in the Employment Agreement), amount equal to the Grantee shall forfeit any number of PSUs subject to this Award that remain unvested the Compensation Committee determined earned as of the effective date of the Change in Control. (c) If as a result of a Change in Control, the surviving corporation (or its ultimate parent) does not agree to assume or continue the PSUs, then immediately prior to the effective time of the Change in Control, the PSUs shall become 100% vested and earned in such Terminationamounts as if the applicable Performance Goals for the unexpired Performance Measurement Period had been achieved at target and the Target Number of PSUs shall be settled immediately prior to the effective time of the Change in Control which shall be deemed the Settlement Date for purposes of this Agreement.

Vesting of PSUs. The PSUs granted pursuant to this Award shall vest, if at all, as follows: (a) The Committee, in its sole discretion, has established, or within 90 days following the Date of Grant will establish, Performance Goals based on factors consistent with Section 3.1(e)(ii) of the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 21, 20202013, as amended from time to time (the “Employment Agreement”), which will be measured over a one-year performance period commencing on _____________ and ending on _____________ (such period, the “Performance Period”). (b) Up to 200% of the Target PSUs subject to this Award are eligible to become earned based upon achievement of the applicable Performance Goals. The Committee shall have sole discretion to determine the level of achievement of the applicable Performance Goals and the percentage of the Target PSUs subject to this Award that shall become earned based on such performance (the “Earned PSUs”). 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 60 days following the end of the Performance Period or as soon as administratively practicable thereafter (the “Performance Determination Date”). (c) If, on the Performance Determination Date or any other applicable date as set forth in this Section 3, the Committee determines that any of the PSUs subject to this Award shall not become Earned PSUs, then any such PSUs that did not become Earned PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. (d) One-third of the Earned PSUs shall become vested on each of the first three anniversaries of the Date of Grant if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the applicable vesting date; provided that any Earned PSUs scheduled to vest prior to the Performance Determination Date shall instead vest upon the Performance Determination Date; provided further, that if the preceding calculation results in any fractional shares, such fractional shares shall be rounded down to the next whole number of shares, with the remainder of shares due to be paid in the third annual instalment. (e) In the event of a Change in Control of NIL (as defined in the Employment Agreement), notwithstanding anything to the contrary in the Employment Agreement, all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Change in Control if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the date of such Change in Control; provided that, if such Change in Control of NIL occurs prior to the Performance Determination Date, the Earned PSUs shall be deemed to equal 100200% of the Target PSUs. (f) In the event of the Grantee’s Termination due to the Grantee’s death or Disability (as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and that (i) if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance, and (ii) if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Earned PSUs shall be deemed to equal 200% of the Target PSUs, pro-rated for the portion of the Performance Period during which the Grantee was employed by NIL and/or NII. (g) In the event of the Grantee’s Termination either due to the Grantee’s Constructive Termination Without Cause or by the Company Without Cause (each as defined in the Employment Agreement but, for purposes of determining whether a Constructive Termination Without Cause has occurred, determined without regard to Section 1.13(j) of the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and that (i) if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination ​ Date, then the number of Earned PSUs shall be determined based on actual performance. ​, and (ii) if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Earned PSUs shall be deemed to equal 200% of the Target PSUs. (h) Anything herein notwithstanding, in the event of the Grantee’s Termination by the Company for Cause or by the written voluntary resignation of the Grantee (each as defined or contemplated, as applicable, in the Employment Agreement), the Grantee shall forfeit any PSUs subject to this Award that remain unvested as of the date of such Termination.

Vesting of PSUs. The PSUs granted pursuant to issued under this Award Performance Stock Unit Grant shall vest, if at all, as follows: (a) The Committee, in its sole discretion, has established, or within 90 days following the Date of Grant will establish, target Performance Goals based on factors consistent with Section 3.1(e)(ii) of the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 21, 20202013, as amended from time to time (the “Employment Agreement”), which will be measured over a oneone (1) fiscal-year performance period commencing on _____________ January 1, 2023 and ending on _____________ December 31, 2023 (such period, the “Performance Period”). (b) Up to two hundred percent (200% %) of the Target PSUs subject to this the Award are eligible to become earned based upon achievement of the applicable Performance Goals. The Committee shall have sole discretion to determine the level of achievement of the applicable Performance Goals and the percentage of the Target PSUs subject to this the Award that shall become earned based on such performance (the “Earned PSUs”). 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 60 not later than sixty (60) days following the end of the Performance Period or as soon as administratively practicable thereafter (the date such determination is made, the “Performance Determination Date”).. ​ ​ (c) If, on the Performance Determination Date or any other applicable date as set forth in this Section 3Date, the Compensation Committee determines that any of the PSUs subject to this the Award shall not become Earned PSUs, then any such PSUs that did not become Earned PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. (d) One-third The Earned PSUs shall vest as follows: (i) all of the Earned PSUs to be settled in cash, as determined by the Committee in accordance with Section 6, shall become vested on the first anniversary of the Date of Grant or, if earlier, on the Performance Determination Date and (ii) one-third (1/3) of the Earned PSUs to be settled in Common Shares shall become vested on each of the first three (3) anniversaries of the Date of Grant Xxxxx, in each case, if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the applicable vesting date; provided that any Earned PSUs scheduled to vest prior to the Performance Determination Date shall instead vest upon the Performance Determination Date; provided further, that if the preceding calculation results in any fractional shares, such fractional shares shall be rounded down to the next whole number of shares, with the remainder of shares due to be paid in the third annual instalment. (e) In the event of termination of the Grantee’s employment by reason of Disability (as defined in the Employment Agreement) or death, all of the Earned PSUs subject to the Award that remain unvested shall become vested as of the date of such termination; provided that (i) if the date of such termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the Earned PSUs shall be deemed to equal the number of Earned PSUs determined based on actual performance, and (ii) if the date of such termination occurs prior to the conclusion of the Performance Period, then the Earned PSUs shall be deemed to equal two hundred percent (200%) of the PSUs subject to the Award, pro-rated for the portion of the Performance Period during which the Grantee was employed by XXX and/or NII. (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), all of the Earned PSUs subject to the Award that remain unvested shall become vested as of the date of such termination; provided that (i) if the date of such termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the Earned PSUs shall be deemed to equal the number of Earned PSUs determined based on actual performance, and (ii) if the date of such termination occurs prior to the conclusion of the Performance Period, the Earned PSUs shall be deemed to equal two hundred percent (200%) of the PSUs subject to the Award. (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 PSUs subject to the Award that remain unvested as of the date the Grantee’s employment is terminated. (h) In the event of a Change in Control of NIL (as defined in the Employment Agreement), notwithstanding anything to the contrary in the Employment Agreement, all of the Earned PSUs subject to this the Award that remain unvested shall become vested as of the date of such Change in Control if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the date of such Change in Control; provided that, if such Change in Control of NIL occurs prior to the Performance Determination Date, the Earned PSUs shall be deemed to equal 100% two hundred percent (200%) of the Target PSUs. (f) In the event of the Grantee’s Termination due to the Grantee’s death or Disability (as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. (g) In the event of the Grantee’s Termination either due to the Grantee’s Constructive Termination Without Cause or by the Company Without Cause (each as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. ​ ​ (h) Anything herein notwithstanding, in the event of the Grantee’s Termination by the Company for Cause or by the written voluntary resignation of the Grantee (each as defined or contemplated, as applicable, in the Employment Agreement), the Grantee shall forfeit any PSUs subject to this Award that remain unvested as of the date of such Termination.

Vesting of PSUs. The PSUs granted pursuant to this Award shall vest, if at all, as follows: (a) The CommitteeSubject to Sections 2(b), 2(c), 4(c), 4(d) and 4(e) below, the Participant will vest in its sole discretionthe PSUs in accordance with the vesting schedule set forth in the Notice of Grant, has establishedexcept, that, if the Participant incurs a termination of employment for any reason other than due to Participant’s death or within 90 days following termination by the Date of Grant will establish, Performance Goals based on factors consistent with Section 3.1(e)(ii) Company or Subsidiary due to “disability” (as defined under the applicable long-term disability plan of the Executive Employment Agreement Company or Subsidiary, or, if there is no such plan, as determined by the Board or the Committee (each, the “Administrator”)), such that the Participant is no longer employed by the Company or any Subsidiary, the Participant’s right to vest in the PSUs and between NIL, NII and to receive the Grantee Stock related thereto will terminate effective as of January 2, 2020, as amended from time the date that Participant ceases to time be so employed (the “Employment AgreementTermination Date”)) and thereafter, which the Participant will have no further rights to such unvested PSUs or the related Stock. In such case, any unvested PSUs held by the Participant immediately following such termination of employment will be measured over a one-year performance period commencing on _____________ and ending on _____________ (such period, the “Performance Period”)deemed forfeited. (b) Up If the Participant’s employment is terminated by reason of death or by the Company due to 200% disability, then, unless otherwise set forth in Exhibit A: i) vesting in this Award will accelerate fully with respect to the number of the Target unvested PSUs subject to any Completed Performance Period. ii) if the Vesting Date is scheduled to occur prior to or on the first anniversary of the Termination Date, vesting in this Award are eligible will further accelerate on a pro rata basis with respect to become earned the number of unvested PSUs subject to any Incomplete Performance Period, with such pro rata calculation derived by dividing number of days that have elapsed as of the Termination Date since the start of any such Incomplete Performance Periods by the total number of days in the Incomplete Performance Period. iii) The Conversion Ratio utilized to convert PSUs into shares will be calculated based upon on the actual achievement of the applicable Performance Goals. The Committee shall have sole discretion to determine performance metrics set forth in Exhibit A as determined by the level of achievement Administrator as of the applicable Performance Goals and Termination Date, except that if the percentage Conversion Ratio depends upon the calculation of one or more separate performance metrics for which achievement has not been determined as of the Target PSUs subject to Termination Date, vesting will be accelerated for the number of shares that would have vested had target performance been achieved for such separate performance metric(s). iv) If this Award that shall become earned based on such performance (has more than one Vesting Date, then the “Earned PSUs”). The Committee’s determinations pursuant to the exercise of discretion pro rata calculation set forth in Section 2(b)(2) for Incomplete Performance Periods will be applied only with respect to all matters described in this paragraph shall be final and binding on the Grantee. The Committee shall make this determination within 60 days following the end number of the Performance Period or as soon as administratively practicable thereafter (the “Performance Determination Date”). (c) If, on the Performance Determination Date or any other applicable date as set forth in this Section 3, the Committee determines that any of the PSUs subject to this Award shall not become Earned PSUs, then any such PSUs that did not become Earned PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. (d) One-third of the Earned PSUs shall become vested on each of the first three anniversaries of the Date of Grant if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the applicable vesting date; provided that any Earned PSUs scheduled to vest on Vesting Dates scheduled to occur prior to or on the Performance Determination Date shall instead vest upon the Performance Determination Date; provided further, that if the preceding calculation results in any fractional shares, such fractional shares shall be rounded down to the next whole number of shares, with the remainder of shares due to be paid in the third annual instalment. (e) In the event of a Change in Control of NIL (as defined in the Employment Agreement), notwithstanding anything to the contrary in the Employment Agreement, all first anniversary of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Change in Control if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the date of such Change in Control; provided that, if such Change in Control of NIL occurs prior to the Performance Determination Termination Date, the Earned PSUs shall be deemed to equal 100% of the Target PSUs. (f) In the event of the Grantee’s Termination due to the Grantee’s death or Disability (as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. (g) In the event of the Grantee’s Termination either due to the Grantee’s Constructive Termination Without Cause or by the Company Without Cause (each as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. ​ (h) Anything herein notwithstanding, in the event of the Grantee’s Termination by the Company for Cause or by the written voluntary resignation of the Grantee (each as defined or contemplated, as applicable, in the Employment Agreement), the Grantee shall forfeit any PSUs subject to this Award that remain unvested as of the date of such Termination.

Vesting of PSUs. The PSUs granted pursuant to issued under this Award Performance Stock Unit Grant shall vest, if at all, as follows: (a) The Committee, in its sole discretion, has established, or within 90 days following the Date of Grant will establish, target Performance Goals based on factors consistent with Section 3.1(e)(ii) of the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 21, 20202013, as amended from time to time (the “Employment Agreement”), which will be measured over a oneone (1)-fiscal-year performance period commencing on _____________ January 1, 2021 and ending on _____________ December 31, 2021 (such period, the “Performance Period”). (b) Up to two hundred percent (200% %) of the Target PSUs subject to this the Award are eligible to become earned based upon achievement of the applicable Performance Goals. The Committee shall have sole discretion to determine the level of achievement of the applicable Performance Goals and the percentage of the Target PSUs subject to this the Award that shall become earned based on such performance (the “Earned PSUs”). 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 60 sixty (60) days following the end of the Performance Period or as soon as administratively practicable thereafter (the “Performance Determination Date”). (c) IfFollowing the conclusion of the Performance Period, if, on the Performance Determination Date or any other applicable date as set forth in this Section 3Date, the Compensation Committee determines that any of the PSUs subject to this the Award shall not become Earned PSUs, then any such PSUs that did not become Earned PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. (d) One-third The Earned PSUs shall vest as follows: (i) all of the Earned PSUs to be settled in cash, as determined by the Committee in accordance with Section 6, shall become vested on the first anniversary of the Date of Grant and (ii) one-third (1/3) of the Earned PSUs to be settled in Common Shares shall become vested on each of the first three (3) anniversaries of the Date of Grant Grant, in each case, if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the applicable vesting date; provided that any Earned PSUs scheduled to vest prior to the Performance Determination Date shall instead vest upon the Performance Determination Date; provided further, that if the preceding calculation results in any fractional shares, such fractional shares shall be rounded down to the next whole number of shares, with the remainder of shares due to be paid in the third annual instalment. (e) In the event of termination of the Grantee’s employment by reason of Disability (as defined in the Employment Agreement) or death, all of the Earned PSUs subject to the Award that remain unvested shall become vested as of the date of such termination; provided that (i) if the date of such termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the Earned PSUs shall be deemed to equal the number of Earned PSUs determined based on actual performance, and (ii) if the date of such termination occurs prior to the conclusion of the Performance Period, then the Earned PSUs shall be deemed to equal two hundred percent (200%) of the PSUs subject to the Award, pro-rated for the portion of the Performance Period during which the Grantee was employed by NIL and/or NII. (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), all of the Earned PSUs subject to the Award that remain unvested shall become vested as of the date of such termination; provided that (i) if the date of such termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the Earned PSUs shall be deemed to equal the number of Earned PSUs determined based on actual performance, and (ii) if the date of such termination occurs prior to the conclusion of the Performance Period, the Earned PSUs shall be deemed to equal two hundred percent (200%) of the PSUs subject to the Award. (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 PSUs subject to the Award that remain unvested as of the date the Grantee’s employment is terminated. (h) In the event of a Change in Control of NIL (as defined in the Employment Agreement), notwithstanding anything to the contrary in the Employment Agreement, all of the Earned PSUs subject to this the Award that remain unvested shall become vested as of the date of such Change in Control if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the date of such Change in Control; provided that, if such Change in Control of NIL occurs prior to the Performance Determination Date, the Earned PSUs shall be deemed to equal 100% two hundred percent (200%) of the Target PSUs. (f) In the event of the Grantee’s Termination due to the Grantee’s death or Disability (as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. (g) In the event of the Grantee’s Termination either due to the Grantee’s Constructive Termination Without Cause or by the Company Without Cause (each as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. ​ (h) Anything herein notwithstanding, in the event of the Grantee’s Termination by the Company for Cause or by the written voluntary resignation of the Grantee (each as defined or contemplated, as applicable, in the Employment Agreement), the Grantee shall forfeit any PSUs subject to this Award that remain unvested as of the date of such Termination.

Vesting of PSUs. The PSUs granted pursuant to issued under this Award Performance Stock Unit Grant shall vest, if at all, as follows: (a) The Committee, in its sole discretion, has established, or within 90 days following the Date of Grant will establish, target Performance Goals based on factors consistent with Section 3.1(e)(ii) of the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 21, 20202013, as amended from time to time (the “Employment Agreement”), which will be measured over a oneone (1)-fiscal-year performance period commencing on _____________ January 1, 2020 and ending on _____________ December 31, 2020 (such period, the “Performance Period”). (b) Up to two hundred percent (200% %) of the Target PSUs subject to this the Award are eligible to become earned based upon achievement of the applicable Performance Goals. The Committee shall have sole discretion to determine the level of achievement of the applicable Performance Goals and the percentage of the Target PSUs subject to this the Award that shall become earned based on such performance (the “Earned PSUs”). 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 60 sixty (60) days following the end of the Performance Period or as soon as administratively practicable thereafter (the “Performance Determination Date”). (c) IfFollowing the conclusion of the Performance Period, if, on the Performance Determination Date or any other applicable date as set forth in this Section 3Date, the Compensation Committee determines that any of the PSUs subject to this the Award shall not become Earned PSUs, then any such PSUs that did not become Earned PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. (d) One-third (1/3) of the Earned PSUs shall become vested on each of the first three (3) anniversaries of the Date of Grant if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the applicable vesting date; provided that any Earned PSUs scheduled to vest prior to the Performance Determination Date shall instead vest upon the Performance Determination Date; provided further, that if the preceding calculation results in any fractional shares, such fractional shares shall be rounded down to the next whole number of shares, with the remainder of shares due to be paid in the third annual instalment. (e) In the event of termination of the Grantee’s employment by reason of Disability (as defined in the Employment Agreement) or death, all of the Earned PSUs subject to the Award that remain unvested shall become vested as of the date of such termination; provided that (i) if the date of such termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the Earned PSUs shall be deemed to equal the number of Earned PSUs determined based on actual performance, and (ii) if the date of such termination occurs prior to the conclusion of the Performance Period, then the Earned PSUs shall be deemed to equal two hundred percent (200%) of the PSUs subject to the Award, pro-rated for the portion of the Performance Period during which the Grantee was employed by NIL and/or NII. (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), all of the Earned PSUs subject to the Award that remain unvested shall become vested as of the date of such termination; provided that (i) if the date of such termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the Earned PSUs shall be deemed to equal the number of Earned PSUs determined based on actual performance, and (ii) if the date of such termination occurs prior to the conclusion of the Performance Period, the Earned PSUs shall be deemed to equal two hundred percent (200%) of the PSUs subject to the Award. (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 PSUs subject to the Award that remain unvested as of the date the Grantee’s employment is terminated. (h) In the event of a Change in Control of NIL (as defined in the Employment Agreement), notwithstanding anything to the contrary in the Employment Agreement, all of the Earned PSUs subject to this the Award that remain unvested shall become vested as of the date of such Change in Control if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the date of such Change in Control; provided that, if such Change in Control of NIL occurs prior to the Performance Determination Date, the Earned PSUs shall be deemed to equal 100% two hundred percent (200%) of the Target PSUs. (f) In the event of the Grantee’s Termination due to the Grantee’s death or Disability (as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. (g) In the event of the Grantee’s Termination either due to the Grantee’s Constructive Termination Without Cause or by the Company Without Cause (each as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. ​ (h) Anything herein notwithstanding, in the event of the Grantee’s Termination by the Company for Cause or by the written voluntary resignation of the Grantee (each as defined or contemplated, as applicable, in the Employment Agreement), the Grantee shall forfeit any PSUs subject to this Award that remain unvested as of the date of such Termination.

Vesting of PSUs. The PSUs granted pursuant to this Award shall vest, if at all, as follows: (a) The Committee, in its sole discretion, has established, or within 90 days following the Date of Grant will establish, Performance Goals based on factors consistent with Section 3.1(e)(ii) of the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 2, 2020, as amended from time to time (the “Employment Agreement”), which will be measured over a one-year performance period commencing on _____________ and ending on _____________ (such period, the “Performance Period”). (b) Up to 200% of the Target PSUs subject to this Award are eligible to become earned based upon achievement of the applicable Performance Goals. The Committee shall have sole discretion to determine the level of achievement of the applicable Performance Goals and the percentage of the Target PSUs subject to this Award that shall become earned based on such performance (the “Earned PSUs”). 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 60 days following the end of the Performance Period or as soon as administratively practicable thereafter (the “Performance Determination Date”). (c) If, on the Performance Determination Date or any other applicable date Except as set forth in Sections 6 and 7 of this Section 3Agreement, provided that you remain continuously employed by, or continuously provide services to, the Committee determines that Corporation, any Subsidiary of the PSUs subject to this Award shall not become Earned PSUsCorporation, then any such PSUs that did not become Earned PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost or, prior to the Company. (d) One-third of the Earned PSUs shall become vested on each of the first three anniversaries of the Date of Grant if the Grantee remains continuously employed by NIL and/or NII Transition Date, Intel from the Grant Date specified in the Notice of Grant through each vesting date specified in the applicable vesting date; provided that any Earned Performance-Based Vesting Schedule attached hereto as Exhibit A, the PSUs scheduled will vest and be converted into the right to vest prior to receive the Performance Determination Date shall instead vest upon the Performance Determination Date; provided further, that if the preceding calculation results in any fractional shares, such fractional shares shall be rounded down to the next whole number of sharesshares of the Corporation’s Common Stock, $0.001 par value (the “Common Stock”), determined in accordance with the remainder of shares due to be paid Performance-Based Vesting Schedule attached hereto as Exhibit A, except as otherwise provided in the third annual instalment. (e) this Agreement. In the event of the Common Stock is traded on a Change stock exchange or national market system (“Exchange”) and a vesting date for any PSUs falls on a weekend or any other day on which such Exchange is not open, such PSUs will vest on the vesting date specified in Control of NIL the Performance-Based Vesting Schedule attached hereto as Exhibit A, but the Fair Market Value (as defined in the Employment Agreement2024 Plan) of such vested PSUs, including for purposes of tax withholding and reporting, will be determined as of the next following Exchange trading day; provided, however, that if you are designated by the Board of Directors to be an “officer” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (a “Section 16 Officer”), notwithstanding anything to the contrary in foregoing shall not apply, and your affected PSUs will vest on the Employment Agreement, all next following Exchange trading day and the Fair Market Value of the Earned such vested PSUs subject to this Award that remain unvested shall become vested will be determined as of the date the PSUs vested. The number of such Change shares of Common Stock into which PSUs convert as specified in Control if the Grantee remains continuously employed by NIL and/or NII from the Date Notice of Grant through will be adjusted for stock splits and similar matters as specified in and pursuant to the date 2024 Plan. PSUs will vest to the extent provided in and in accordance with the terms of such Change in Control; provided thatthe Notice of Grant and this Agreement. If your status as an Employee, if such Change in Control of NIL occurs Consultant or Outside Director terminates for any reason, prior to the Performance Determination Datevesting dates set forth in your Notice of Grant, the Earned your unvested PSUs shall will be deemed to equal 100% of the Target PSUscancelled. (f) In the event of the Grantee’s Termination due to the Grantee’s death or Disability (as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. (g) In the event of the Grantee’s Termination either due to the Grantee’s Constructive Termination Without Cause or by the Company Without Cause (each as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. ​ (h) Anything herein notwithstanding, in the event of the Grantee’s Termination by the Company for Cause or by the written voluntary resignation of the Grantee (each as defined or contemplated, as applicable, in the Employment Agreement), the Grantee shall forfeit any PSUs subject to this Award that remain unvested as of the date of such Termination.

Vesting of PSUs. The PSUs granted pursuant to issued under this Award Performance Stock Unit Grant shall vest, if at all, as follows: (a) The Committee, in its sole discretion, has established, or within 90 days following the Date of Grant will establish, target Performance Goals based on factors consistent with Section 3.1(e)(ii) of the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 21, 20202013, as amended from time to time (the “Employment Agreement”), which will be measured over a oneone (1)-fiscal-year performance period commencing on _____________ January 1, 2020 and ending on _____________ December 31, 2020 (such period, the “Performance Period”). (b) Up to two hundred percent (200% %) of the Target PSUs subject to this the Award are eligible to become earned based upon achievement of the applicable Performance Goals. The Committee shall have sole discretion to determine the level of achievement of the applicable Performance Goals and the percentage of the Target PSUs subject to this the Award that shall become earned based on such performance (the “Earned PSUs”). 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 60 sixty (60) days following the end of the Performance Period or as soon as administratively practicable thereafter (the “Performance Determination Date”). (c) IfFollowing the conclusion of the Performance Period, if, on the Performance Determination Date or any other applicable date as set forth in this Section 3Date, the Compensation Committee determines that any of the PSUs subject to this the Award shall not become Earned PSUs, then any such PSUs that did not become Earned PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. (d) One-third (1/3) of the Earned PSUs shall become vested on each of the first three (3) anniversaries of the Date of Grant if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the applicable vesting date; provided that any Earned PSUs scheduled to vest prior to the Performance Determination Date shall instead vest upon the Performance Determination Date; provided further, that if the preceding calculation results in any fractional shares, such fractional shares shall be rounded down to the next whole number of shares, with the remainder of shares due to be paid in the third annual instalment. (e) In the event of termination of the Grantee’s employment by reason of Disability (as defined in the Employment Agreement) or death, all of the Earned PSUs subject to the Award that remain unvested shall become vested as of the date of such termination; provided that, if the date of such termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to the Award, and if the date of such termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the Earned PSUs shall be deemed to equal the number of Earned PSUs determined based on actual performance. (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), all of the Earned PSUs subject to the Award that remain unvested shall become vested as of the date of such termination; provided that, if the date of such termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to the Award, and if the date of such termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the Earned PSUs shall be deemed to equal the number of Earned PSUs determined based on actual performance. (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 PSUs subject to the Award that remain unvested as of the date the Grantee’s employment is terminated. (h) In the event of a Change in Control of NIL (as defined in the Employment Agreement), notwithstanding anything to the contrary in the Employment Agreement, all of the Earned PSUs subject to this the Award that remain unvested shall become vested as of the date of such Change in Control if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the date of such Change in Control; provided that, if such Change in Control of NIL occurs prior to the Performance Determination Date, the Earned PSUs shall be deemed to equal one hundred percent (100% %) of the Target PSUs. (f) In the event of the Grantee’s Termination due to the Grantee’s death or Disability (as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. (g) In the event of the Grantee’s Termination either due to the Grantee’s Constructive Termination Without Cause or by the Company Without Cause (each as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. ​ (h) Anything herein notwithstanding, in the event of the Grantee’s Termination by the Company for Cause or by the written voluntary resignation of the Grantee (each as defined or contemplated, as applicable, in the Employment Agreement), the Grantee shall forfeit any PSUs subject to this Award that remain unvested as of the date of such Termination.

Vesting of PSUs. The PSUs granted pursuant to this Award shall vest, if at all, as follows: (a) The CommitteeSubject to the terms and conditions of this Agreement, in its sole discretion, has established, or within 90 days following the Date of Grant will establish, Performance Goals based on factors consistent with Section 3.1(e)(ii) of the Executive Employment PSUs covered by this Agreement by and between NIL, NII and the Grantee effective as of January 2, 2020, as amended from time to time (the “Employment Agreement”), which will be measured over a one-year performance period commencing shall Vest on _______ __, 20__ (the “Vesting Date”) to the extent that the performance goals described in the Statement of Performance Goals for these PSUs (the “20__-20__ Performance Goals”) are achieved, once determined and certified by the Committee in its sole discretion, conditioned upon the Grantee’s continuous employment with the Company or a Subsidiary through the Vesting Date (the period from _______ and ending on __, 20_____ until _______ (such period__, 20__, the “Performance Period” and the period from the Date of Grant until the Vesting Date, the “Vesting Period”). Any PSUs that do not so Vest will be forfeited, including, except as provided in Section 5(b) or Section 5(c) below, if the Grantee ceases to be continuously employed by the Company or a Subsidiary prior to the end of the Vesting Period. For purposes of this Agreement, “continuously employed” (or substantially similar terms) means the absence of any interruption or termination of the Grantee’s employment with the Company or a Subsidiary. Continuous employment shall not be considered interrupted or terminated in the case of transfers between locations of the Company and its Subsidiaries. (b) Up Notwithstanding Section 5(a) above, the PSUs shall Vest and be paid pursuant to 200% Section 6 hereof upon the occurrence of any of the Target following events at a time when the PSUs subject to this Award are eligible to become earned based upon achievement of the applicable Performance Goals. The Committee shall have sole discretion to determine the level of achievement of the applicable Performance Goals and the percentage of the Target PSUs subject to this Award that shall become earned based on such performance not been forfeited (the “Earned PSUs”). The Committee’s determinations pursuant to the exercise of discretion with respect extent the PSUs have not previously Vested) in the following manner: (i) If the Grantee should die or become Disabled prior to all matters described in this paragraph shall be final and binding on the Grantee. The Committee shall make this determination within 60 days following the end of the Performance Vesting Period or as soon as administratively practicable thereafter (while the “Performance Determination Date”). (c) If, on the Performance Determination Date or any other applicable date as set forth in this Section 3, the Committee determines that any of the PSUs subject to this Award shall not become Earned PSUs, then any such PSUs that did not become Earned PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action Grantee is continuously employed by the Company or any of its Subsidiaries, the Grantee shall Vest in the number of PSUs in which Grantee would have Vested in accordance with the terms and will be forfeited without further notice and at no cost to conditions of this Section 5 if Grantee had remained in the Company. (d) One-third continuous employ of the Earned PSUs shall become vested on each of the first three anniversaries of the Date of Grant if the Grantee remains continuously employed by NIL and/or NII Company or a Subsidiary from the Date of Grant through until the applicable vesting date; provided that any Earned PSUs scheduled to vest prior end of the Vesting Period or the occurrence of a Change in Control to the Performance Determination Date shall instead vest upon the Performance Determination Dateextent a Replacement Award is not provided, whichever occurs first; provided further, that if the preceding calculation results in any fractional shares, such fractional shares shall be rounded down to the next whole number of shares, with the remainder of shares due to be paid in the third annual instalment.or (eii) In in the event of a Change in Control of NIL (as defined in the Employment Agreement), notwithstanding anything to the contrary in the Employment Agreement, all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Change in Control if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the date of such Change in Control; provided that, if such Change in Control of NIL occurs prior to the Performance Determination Dateend of the Vesting Period, the Earned PSUs shall be deemed to equal 100% of the Target PSUsVest in accordance with Section 5(c) below. (fi) In Notwithstanding Section 5(a) above, if at any time before the event end of the Grantee’s Termination due Vesting Period or forfeiture of the PSUs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the PSUs will Vest (except to the Grantee’s death extent that a Replacement Award is provided to the Grantee in accordance with Section 5(c)(ii) to continue, replace or Disability assume the PSUs covered by this Agreement (the “Replaced Award”)) as defined follows: the Vesting Period will terminate and the Committee as constituted immediately before the Change in Control will determine and certify the Employment Agreement), all of Vested PSUs based on actual performance through the Earned PSUs subject to this Award that remain unvested shall become vested as of the most recent date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion Change in Control for which achievement of the 20__-20__ Performance PeriodGoals can reasonably be determined. PSUs that Vest in accordance with this Section 5(c)(i) will be paid as provided for in Section 6 of this Agreement. (ii) For purposes of this Agreement, then a “Replacement Award” means an award (A) of the same type (e.g., performance-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (D) if the Grantee shall forfeit all PSUs holding the Replaced Award is subject to this U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and if (E) the date other terms and conditions of such Termination occurs after which are not less favorable to the conclusion Grantee holding the Replaced Award than the terms and conditions of the Performance Period but prior to Replaced Award (including the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. (g) In the event of the Grantee’s Termination either due to the Grantee’s Constructive Termination Without Cause or by the Company Without Cause (each as defined in the Employment Agreement), all of the Earned PSUs subject to this Award provisions that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. ​ (h) Anything herein notwithstanding, would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the Grantee’s Termination extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 5(c)(ii) are satisfied will be made by the Company for Cause or by the written voluntary resignation of the Grantee (each as defined or contemplatedCommittee, as applicableconstituted immediately before the Change in Control, in the Employment Agreement), the Grantee shall forfeit any PSUs subject to this Award that remain unvested as of the date of such Terminationits sole discretion.

Vesting of PSUs. The PSUs granted pursuant to issued under this Award Performance Stock Unit Grant shall vest, if at all, as follows: (a) The Committee, in its sole discretion, has established, or within 90 days following the Date of Grant will establish, target Performance Goals based on factors consistent with Section 3.1(e)(ii) of the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 21, 20202013, as amended from time to time (the “Employment Agreement”), which will be measured over a oneone (1)-fiscal-year performance period commencing on _____________ January 1, 2021 and ending on _____________ December 31, 2021 (such period, the “Performance Period”). (b) Up to two hundred percent (200% %) of the Target PSUs subject to this the Award are eligible to become earned based upon achievement of the applicable Performance Goals. The Committee shall have sole discretion to determine the level of achievement of the applicable Performance Goals and the percentage of the Target PSUs subject to this the Award that shall become earned based on such performance (the “Earned PSUs”). 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 60 sixty (60) days following the end of the Performance Period or as soon as administratively practicable thereafter (the “Performance Determination Date”). (c) IfFollowing the conclusion of the Performance Period, if, on the Performance Determination Date or any other applicable date as set forth in this Section 3Date, the Compensation Committee determines that any of the PSUs subject to this the Award shall not become Earned PSUs, then any such PSUs that did not become Earned PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. (d) One-third The Earned PSUs shall vest as follows: (i) all of the Earned PSUs to be settled in cash, as determined by the Committee in accordance with Section 6, shall become vested on the first anniversary of the Date of Grant and (ii) one-third (1/3) of the Earned PSUs to be settled in Common Shares shall become vested on each of the first three (3) anniversaries of the Date of Grant Grant, in each case, if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the applicable vesting date; provided that any Earned PSUs scheduled to vest prior to the Performance Determination Date shall instead vest upon the Performance Determination Date; provided further, that if the preceding calculation results in any fractional shares, such fractional shares shall be rounded down to the next whole number of shares, with the remainder of shares due to be paid in the third annual instalment. (e) In the event of termination of the Grantee’s employment by reason of Disability (as defined in the Employment Agreement) or death, all of the Earned PSUs subject to the Award that remain unvested shall become vested as of the date of such termination; provided that, if the date of such termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to the Award, and if the date of such termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the Earned PSUs shall be deemed to equal the number of Earned PSUs determined based on actual performance. (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), all of the Earned PSUs subject to the Award that remain unvested shall become vested as of the date of such termination; provided that, if the date of such termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to the Award, and if the date of such termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the Earned PSUs shall be deemed to equal the number of Earned PSUs determined based on actual performance. (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 PSUs subject to the Award that remain unvested as of the date the Grantee’s employment is terminated. (h) In the event of a Change in Control of NIL (as defined in the Employment Agreement), notwithstanding anything to the contrary in the Employment Agreement, all of the Earned PSUs subject to this the Award that remain unvested shall become vested as of the date of such Change in Control if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the date of such Change in Control; provided that, if such Change in Control of NIL occurs prior to the Performance Determination Date, the Earned PSUs shall be deemed to equal one hundred percent (100% %) of the Target PSUs. (f) In the event of the Grantee’s Termination due to the Grantee’s death or Disability (as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. (g) In the event of the Grantee’s Termination either due to the Grantee’s Constructive Termination Without Cause or by the Company Without Cause (each as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. ​ (h) Anything herein notwithstanding, in the event of the Grantee’s Termination by the Company for Cause or by the written voluntary resignation of the Grantee (each as defined or contemplated, as applicable, in the Employment Agreement), the Grantee shall forfeit any PSUs subject to this Award that remain unvested as of the date of such Termination.

Vesting of PSUs. The PSUs granted pursuant to issued under this Award Performance Stock Unit Grant shall vest, if at all, as follows: (a) The Committee, in its sole discretion, has established, or within 90 days following the Date of Grant will establish, target Performance Goals based on factors consistent with Section 3.1(e)(ii) of the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 2, 2020, as amended from time to time (the “Employment Agreement”), which will be measured over a oneone (1)-fiscal-year performance period commencing on _____________ January 1, 2023 and ending on _____________ December 31, 2023 (such period, the “Performance Period”). (b) Up to two hundred percent (200% %) of the Target PSUs subject to this the Award are eligible to become earned based upon achievement of the applicable Performance Goals. The Committee shall have sole discretion to determine the level of achievement of the applicable Performance Goals and the percentage of the Target PSUs subject to this the Award that shall become earned based on such performance (the “Earned PSUs”). 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 60 not later than sixty (60) days following the end of the Performance Period or as soon as administratively practicable thereafter (the date such determination is made, the “Performance Determination Date”).. ​ ​ (c) If, on the Performance Determination Date or any other applicable date as set forth in this Section 3Date, the Compensation Committee determines that any of the PSUs subject to this the Award shall not become Earned PSUs, then any such PSUs that did not become Earned PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. (d) One-third Except as otherwise provided in Sections 3(e), (f), (h) or (i) below, Earned PSUs shall vest as follows: (i) all of the Earned PSUs to be settled in cash, as determined by the Committee in accordance with Section 6, shall become vested on the first anniversary of the Date of Grant or, if able to be made earlier, on the Performance Determination Date, and (ii) one-third (1/3) of the Earned PSUs to be settled in Common Shares (other than Retirement Earned PSUs (as defined below)) shall become vested on each of the first three (3) anniversaries of the Date of Grant Grant, in each case, if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the applicable vesting date; provided that if any Earned PSUs would be scheduled to vest prior to the Performance Determination Date Date, such Earned PSUs shall instead vest upon the Performance Determination Date; provided further, that if the preceding calculation results in any fractional shares, such fractional shares shall be rounded down to the next whole number of shares, with the remainder of shares due to be paid in the third annual instalment. (e) In the event of termination of the Grantee’s employment by reason of Disability (as defined in the Employment Agreement) or death, all of the Earned PSUs subject to the Award that remain unvested shall immediately become vested as of the date of such termination; provided that, if the date of such termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to the Award, and if the date of such termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the Earned PSUs shall be deemed to equal the number of Earned PSUs determined based on actual performance. (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), all of the Earned PSUs subject to the Award that remain unvested shall become vested as of the date of such termination; provided that, if the date of such termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to the Award, and if the date of such termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the Earned PSUs shall be deemed to equal the number of Earned PSUs determined based on actual performance. (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 PSUs subject to the Award that remain unvested as of the date the Grantee’s employment is terminated. (h) In the event of a Change in Control of NIL (as defined in the Employment Agreement), notwithstanding anything to the contrary in the Employment Agreement, all of the Earned PSUs subject to this the Award that remain unvested shall become vested as of the date of such Change in Control if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the date of such Change in Control; provided that, if such Change in Control of NIL occurs prior to the Performance Determination Date, the Earned PSUs shall be deemed to equal one hundred percent (100% %) of the Target PSUsPSUs subject to the Award. (fi) In the event of the Grantee’s Termination Grantee remains employed beyond June 1, 2022 and his employment is thereafter terminated due to the Grantee’s death or Disability voluntary retirement (as defined described in Section 5.5 of the Employment AgreementAgreement and subject to Grantee’s compliance with the notice provisions set forth therein and any other conditions described therein), all then (i) if the date of such termination occurs after the conclusion of the Performance Period, all Earned PSUs subject to this Award that remain are unvested as of the date of such termination shall become vested as of the date of such Terminationtermination; provided thatprovided, that if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the Earned PSUs shall be deemed to equal the number of Earned PSUs shall be determined based on actual performance. , or (gii) In the event of the Grantee’s Termination either due to the Grantee’s Constructive Termination Without Cause or by the Company Without Cause (each as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination termination occurs prior to the conclusion of the Performance Period, then the PSUs will remain outstanding until the Performance Determination Date and Grantee shall forfeit all will remain eligible to vest on the Performance Determination Date in a pro-rated portion of any Earned PSUs subject determined to this Awardhave been earned, and if with such pro-ration to be based on a fraction, the numerator of which is the number of full months from the grant date through the date of such Termination occurs after termination of employment and the conclusion denominator of the Performance Period but prior to the Performance Determination Date, then which is the number of months in the performance period (such Earned PSUs shall be determined based on actual performance. ​ pursuant to subclause (h) Anything herein notwithstanding, in the event of the Grantee’s Termination by the Company for Cause or by the written voluntary resignation of the Grantee (each as defined or contemplated, as applicable, in the Employment Agreementii), the Grantee shall forfeit any PSUs subject to this Award that remain unvested as of the date of such Termination“Retirement Earned PSUs”).

Vesting of PSUs. The PSUs granted pursuant to this Award shall vest, if at all, as follows: (a) The CommitteeSubject to Sections 2(b), 2(c), 4(c), 4(d) and 4(e) below, the Participant will vest in its sole discretionthe PSUs in accordance with the vesting schedule set forth in the Notice of Grant, has establishedexcept, that, if the Participant incurs a termination of employment for any reason other than due to Participant’s death or within 90 days following termination by the Date of Grant will establish, Performance Goals based on factors consistent with Section 3.1(e)(ii) Company or Subsidiary due to “disability” (as defined under the applicable long-term disability plan of the Executive Employment Agreement Company or Subsidiary, or, if there is no such plan, as determined by the Board or the Committee (each, the “Administrator”)), such that the Participant is no longer employed by the Company or any Subsidiary, the Participant’s right to vest in the PSUs and between NIL, NII and to receive the Grantee Stock related thereto will terminate effective as of January 2, 2020, as amended from time the date that Participant ceases to time be so employed (the “Employment AgreementTermination Date”)) and thereafter, which the Participant will have no further rights to such unvested PSUs or the related Stock. In such case, any unvested PSUs held by the Participant immediately following such termination of employment will be measured over a one-year performance period commencing on _____________ and ending on _____________ (such period, the “Performance Period”)deemed forfeited. (b) Up If the Participant’s employment is terminated by reason of death or by the Company due to 200% disability, then, unless otherwise set forth in Exhibit A: 1) vesting in this Award will accelerate fully with respect to the number of the Target unvested PSUs subject to any Completed Performance Period. 2) if the Vesting Date is scheduled to occur prior to or on the first anniversary of the Termination Date, vesting in this Award are eligible will further accelerate on a pro rata basis with respect to become earned the number of unvested PSUs subject to any Incomplete Performance Period, with such pro rata calculation derived by dividing number of days that have elapsed as of the Termination Date since the start of any such Incomplete Performance Periods by the total number of days in the Incomplete Performance Period. 3) The Conversion Ratio utilized to convert PSUs into shares will be calculated based upon on the actual achievement of the applicable Performance Goals. The Committee shall have sole discretion to determine performance metrics set forth in Exhibit A as determined by the level of achievement Administrator as of the applicable Performance Goals and Termination Date, except that if the percentage Conversion Ratio depends upon the calculation of one or more separate performance metrics for which achievement has not been determined as of the Target PSUs subject to Termination Date, vesting will be accelerated for the number of shares that would have vested had target performance been achieved for such separate performance metric(s). 4) If this Award that shall become earned based on such performance (has more than one Vesting Date, then the “Earned PSUs”). The Committee’s determinations pursuant to the exercise of discretion pro rata calculation set forth in Section 2(b)(2) for Incomplete Performance Periods will be applied only with respect to all matters described in this paragraph shall be final and binding on the Grantee. The Committee shall make this determination within 60 days following the end number of the Performance Period or as soon as administratively practicable thereafter (the “Performance Determination Date”). (c) If, on the Performance Determination Date or any other applicable date as set forth in this Section 3, the Committee determines that any of the PSUs subject to this Award shall not become Earned PSUs, then any such PSUs that did not become Earned PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. (d) One-third of the Earned PSUs shall become vested on each of the first three anniversaries of the Date of Grant if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the applicable vesting date; provided that any Earned PSUs scheduled to vest on Vesting Dates scheduled to occur prior to or on the Performance Determination Date shall instead vest upon the Performance Determination Date; provided further, that if the preceding calculation results in any fractional shares, such fractional shares shall be rounded down to the next whole number of shares, with the remainder of shares due to be paid in the third annual instalment. (e) In the event of a Change in Control of NIL (as defined in the Employment Agreement), notwithstanding anything to the contrary in the Employment Agreement, all first anniversary of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Change in Control if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the date of such Change in Control; provided that, if such Change in Control of NIL occurs prior to the Performance Determination Termination Date, the Earned PSUs shall be deemed to equal 100% of the Target PSUs. (f) In the event of the Grantee’s Termination due to the Grantee’s death or Disability (as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. (g) In the event of the Grantee’s Termination either due to the Grantee’s Constructive Termination Without Cause or by the Company Without Cause (each as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. ​ (h) Anything herein notwithstanding, in the event of the Grantee’s Termination by the Company for Cause or by the written voluntary resignation of the Grantee (each as defined or contemplated, as applicable, in the Employment Agreement), the Grantee shall forfeit any PSUs subject to this Award that remain unvested as of the date of such Termination.

Vesting of PSUs. The PSUs granted pursuant to this Award shall vest, if at all, as follows: (a) The CommitteeExcept as otherwise provided in this Section 2, the PSUs shall vest and become Earned PSUs in accordance with the vesting schedule set forth in the Grant Notice based on the level of performance attainment with respect to the applicable performance criteria provided in the Grant Notice, which shall be determined by the Committee in its sole discretion, has established, or within 90 days following the Date of Grant will establish, Performance Goals based on factors consistent with Section 3.1(e)(ii) of the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 2, 2020, as amended from time to time (the “Employment Agreement”), which will be measured over a one-year performance period commencing on _____________ and ending on _____________ (such period, the “Performance Period”). (b) Up to 200% of the Target PSUs subject to this Award are eligible to become earned based upon achievement of the applicable Performance Goals. The Committee shall have sole discretion to determine the level of achievement of the applicable Performance Goals and the percentage of the Target PSUs subject to this Award that shall become earned based on such performance (the “Earned PSUs”). 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 60 days following the end of the Performance Period or as soon as administratively practicable thereafter (the “Performance Determination Date”). (c) If, on the Performance Determination Date or and any other applicable date as set forth in this Section 3, the Committee determines PSUs that any of the PSUs subject to this Award shall do not become Earned PSUs shall be automatically forfeited). Unless and until the PSUs have become Earned PSUs in accordance with the preceding sentence, the Participant will have no right to receive any dividends or other distributions with respect to the PSUs. In the event of the termination of the Participant’s employment prior to the end of the Performance Period (but after giving effect to any accelerated vesting pursuant to this Section 2), then any such all PSUs that did have not become Earned PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Companyconsideration or notice. (db) OneNotwithstanding anything to the contrary in Section 2(a), if the PSUs are assumed, exchanged, substituted or otherwise continued following a Change in Control, then, in the event that, during the 24-third of month period immediately following such Change in Control and prior to the time all the PSUs have become Earned PSUs shall become vested on each of or have been forfeited, the first three anniversaries of Participant’s employment with the Date of Grant if Company, an Affiliate or any acquiring or surviving entity or other successor in interest, as applicable, is terminated by the Grantee remains Company without Cause (as defined below) or by the Participant for Good Reason (as defined below), then, so long as the Participant remained continuously employed by NIL and/or NII the Company, an Affiliate or such acquiring or surviving entity or other successor in interest, as applicable, from the Date of Grant through the applicable vesting date; date of such termination and provided that the Participant timely executes (and does not revoke within any Earned PSUs scheduled time provided to vest prior do so) a release of claims in a form acceptable to the Performance Determination Date shall instead vest upon the Performance Determination Date; provided furtherCommittee, that if the preceding calculation results in any fractional shares, such fractional shares shall be rounded down to the next whole number of shares, with the remainder of shares due to be paid in the third annual instalment. (e) In the event of a Change in Control of NIL (as defined in the Employment Agreement), notwithstanding anything to the contrary in the Employment Agreement, all of the Earned PSUs subject to this Award that remain unvested shall become vested effective as of the date of such termination, the Target Number of PSUs shall automatically vest and become Earned PSUs without any further action by the Committee, the Company, any Affiliate or any other person and will be settled in accordance with the terms of this Agreement; provided, however, that, in the event a Change in Control if occurs prior to the Grantee time all the PSUs have become Earned PSUs or have been forfeited and the PSUs are not assumed exchanged, substituted or otherwise continued following such Change in Control, then, so long as the Participant remains continuously employed by NIL and/or NII the Company or any Affiliate from the Date of Grant through the date of such Change in Control; provided that, if upon the consummation of such Change in Control of NIL occurs prior to the Performance Determination DateControl, the Target Number of PSUs shall automatically vest and become Earned PSUs shall be deemed to equal 100% of the Target PSUs. (f) In the event of the Grantee’s Termination due to the Grantee’s death or Disability (as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. (g) In the event of the Grantee’s Termination either due to the Grantee’s Constructive Termination Without Cause or without any further action by the Company Without Cause (each as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. ​ (h) Anything herein notwithstanding, in the event of the Grantee’s Termination by the Company for Cause or by the written voluntary resignation of the Grantee (each as defined or contemplated, as applicable, in the Employment Agreement)Committee, the Grantee shall forfeit Company, any PSUs subject to Affiliate or any other person and will be settled in accordance with the terms of this Award that remain unvested as of the date of such TerminationAgreement.

Vesting of PSUs. The PSUs granted pursuant to this Award shall vest, if at all, as follows: (a) The Committee, in its sole discretion, has established, or within 90 days following the Date of Grant will establish, Performance Goals based on factors consistent with Section 3.1(e)(ii) of the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 2, 2020, as amended from time to time (the “Employment Agreement”), which will be measured over a one-year performance period commencing on _____________ and ending on _____________ (such period, the “Performance Period”). (b) Up to 200% of the Target PSUs subject to this Award are eligible to become earned based upon achievement of the applicable Performance Goals. The Committee shall have sole discretion to determine the level of achievement of the applicable Performance Goals and the percentage of the Target PSUs subject to this Award that shall become earned based on such performance (the “Earned PSUs”). 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 60 days following the end of the Performance Period or as soon as administratively practicable thereafter (the “Performance Determination Date”). (c) If, on the Performance Determination Date or any other applicable date Except as set forth in Sections 6, 7, 8 and 9 of this Section 3Agreement, provided that you remain continuously employed by, or continuously provide services to, the Committee determines that Corporation, any Subsidiary of the PSUs subject to this Award shall not become Earned PSUsCorporation, then any such PSUs that did not become Earned PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost or, prior to the Company. (d) One-third of the Earned PSUs shall become vested on each of the first three anniversaries of the Date of Grant if the Grantee remains continuously employed by NIL and/or NII Transition Date, Intel from the Grant Date specified in the Notice of Grant through each vesting date specified in the applicable vesting date; provided that any Earned Performance-Based Vesting Schedule attached hereto as Exhibit A, the PSUs scheduled will vest and be converted into the right to vest prior to receive the Performance Determination Date shall instead vest upon the Performance Determination Date; provided further, that if the preceding calculation results in any fractional shares, such fractional shares shall be rounded down to the next whole number of sharesshares of the Corporation’s Common Stock, $0.001 par value (the “Common Stock”), determined in accordance with the remainder of shares due to be paid Performance-Based Vesting Schedule attached hereto as Exhibit A, except as otherwise provided in the third annual instalment. (e) this Agreement. In the event of the Common Stock is traded on a Change stock exchange or national market system (“Exchange”) and a vesting date for any PSUs falls on a weekend or any other day on which such Exchange is not open, such PSUs will vest on the vesting date specified in Control of NIL the Performance-Based Vesting Schedule attached hereto as Exhibit A, but the Fair Market Value (as defined in the Employment Agreement2024 Plan) of such vested PSUs, including for purposes of tax withholding and reporting, will be determined as of the next following Exchange trading day; provided, however, that if you are designated by the Board of Directors to be an “officer” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (a “Section 16 Officer”), notwithstanding anything to the contrary in foregoing shall not apply, and your affected PSUs will vest on the Employment Agreement, all next following Exchange trading day and the Fair Market Value of the Earned such vested PSUs subject to this Award that remain unvested shall become vested will be determined as of the date the PSUs vested. The number of such Change shares of Common Stock into which PSUs convert as specified in Control if the Grantee remains continuously employed by NIL and/or NII from the Date Notice of Grant through the date of such Change will be adjusted for stock splits and similar matters as specified in Control; provided that, if such Change in Control of NIL occurs prior and pursuant to the Performance Determination Date, 2024 Plan. PSUs will vest to the Earned PSUs shall be deemed to equal 100% extent provided in and in accordance with the terms of the Target PSUs. (f) In the event Notice of the Grantee’s Termination due to the Grantee’s Grant and this Agreement. If your status as an Employee, Consultant or Outside Director terminates for any reason except death or Disability Disablement (as defined in the Employment Agreement2024 Plan), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion vesting dates set forth in your Notice of the Performance PeriodGrant, then the Grantee shall forfeit all your unvested PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall will be determined based on actual performancecancelled. (g) In the event of the Grantee’s Termination either due to the Grantee’s Constructive Termination Without Cause or by the Company Without Cause (each as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. ​ (h) Anything herein notwithstanding, in the event of the Grantee’s Termination by the Company for Cause or by the written voluntary resignation of the Grantee (each as defined or contemplated, as applicable, in the Employment Agreement), the Grantee shall forfeit any PSUs subject to this Award that remain unvested as of the date of such Termination.

Vesting of PSUs. The PSUs granted pursuant to this Award shall vest, if at all, as follows: (a) The CommitteeSubject to Sections 2(b), 2(c), 4(c) and 4(d) below, the Participant will vest in its sole discretionthe PSUs in accordance with the vesting schedule set forth in the Notice of Grant, has establishedexcept, that, if the Participant incurs a termination of employment for any reason other than due to Participant’s death or within 90 days following termination by the Date of Grant will establish, Performance Goals based on factors consistent with Section 3.1(e)(ii) Company or Subsidiary due to “disability” (as defined under the applicable long-term disability plan of the Executive Employment Agreement Company or Subsidiary, or, if there is no such plan, as determined by the Board or the Committee (each, the “Administrator”)), such that the Participant is no longer employed by the Company or any Subsidiary, the Participant’s right to vest in the PSUs and between NIL, NII and to receive the Grantee Stock related thereto will terminate effective as of January 2, 2020, as amended from time the date that Participant ceases to time be so employed (the “Employment AgreementTermination Date”)) and thereafter, which the Participant will have no further rights to such unvested PSUs or the related Stock. In such case, any unvested PSUs held by the Participant immediately following such termination of employment will be measured over a one-year performance period commencing on _____________ and ending on _____________ (such period, the “Performance Period”)deemed forfeited. (b) Up If the Participant’s employment is terminated by reason of death or by the Company due to 200% disability, then, unless otherwise set forth in Exhibit A: 1) vesting in this Award will accelerate fully with respect to the number of the Target unvested PSUs subject to any Completed Performance Period. 2) if the Vesting Date is scheduled to occur prior to or on the first anniversary of the Termination Date, vesting in this Award are eligible will further accelerate on a pro rata basis with respect to become earned the number of unvested PSUs subject to any Incomplete Performance Period, with such pro rata calculation derived by dividing number of days that have elapsed as of the Termination Date since the start of any such Incomplete Performance Periods by the total number of days in the Incomplete Performance Period. 3) The Conversion Ratio utilized to convert PSUs into shares will be calculated based upon on the actual achievement of the applicable Performance Goals. The Committee shall have sole discretion to determine performance metrics set forth in Exhibit A as determined by the level of achievement Administrator as of the applicable Performance Goals and Termination Date, except that if the percentage Conversion Ratio depends upon the calculation of one or more separate performance metrics for which achievement has not been determined as of the Target PSUs subject to Termination Date, vesting will be accelerated for the number of shares that would have vested had target performance been achieved for such separate performance metric(s). 4) If this Award that shall become earned based on such performance (has more than one Vesting Date, then the “Earned PSUs”). The Committee’s determinations pursuant to the exercise of discretion pro rata calculation set forth in Section 2(b)(2) for Incomplete Performance Periods will be applied only with respect to all matters described in this paragraph shall be final and binding on the Grantee. The Committee shall make this determination within 60 days following the end number of the Performance Period or as soon as administratively practicable thereafter (the “Performance Determination Date”). (c) If, on the Performance Determination Date or any other applicable date as set forth in this Section 3, the Committee determines that any of the PSUs subject to this Award shall not become Earned PSUs, then any such PSUs that did not become Earned PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. (d) One-third of the Earned PSUs shall become vested on each of the first three anniversaries of the Date of Grant if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the applicable vesting date; provided that any Earned PSUs scheduled to vest on Vesting Dates scheduled to occur prior to or on the Performance Determination Date shall instead vest upon the Performance Determination Date; provided further, that if the preceding calculation results in any fractional shares, such fractional shares shall be rounded down to the next whole number of shares, with the remainder of shares due to be paid in the third annual instalment. (e) In the event of a Change in Control of NIL (as defined in the Employment Agreement), notwithstanding anything to the contrary in the Employment Agreement, all first anniversary of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Change in Control if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the date of such Change in Control; provided that, if such Change in Control of NIL occurs prior to the Performance Determination Termination Date, the Earned PSUs shall be deemed to equal 100% of the Target PSUs. (f) In the event of the Grantee’s Termination due to the Grantee’s death or Disability (as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. (g) In the event of the Grantee’s Termination either due to the Grantee’s Constructive Termination Without Cause or by the Company Without Cause (each as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. ​ (h) Anything herein notwithstanding, in the event of the Grantee’s Termination by the Company for Cause or by the written voluntary resignation of the Grantee (each as defined or contemplated, as applicable, in the Employment Agreement), the Grantee shall forfeit any PSUs subject to this Award that remain unvested as of the date of such Termination.

Vesting of PSUs. The PSUs granted pursuant to this Award shall vest, if at all, as follows: (a) The CommitteeExcept as otherwise set forth in Sections 2(b), 2(c), 2(d), 2(e) and 5, the PSUs shall vest and become Earned PSUs in accordance with the vesting schedule set forth in the Grant Notice based on the extent to which the Performance Goals are satisfied, which shall be determined by the Committee in its sole discretion, has established, or within 90 days discretion following the Performance Period End Date of Grant will establish, Performance Goals based on factors consistent with Section 3.1(e)(ii) of (and any PSUs that do not become Earned PSUs shall be automatically forfeited). Unless and until the Executive Employment Agreement by PSUs have vested and between NIL, NII and become Earned PSUs as described in the Grantee effective as of January 2, 2020, as amended from time to time (the “Employment Agreement”), which will be measured over a one-year performance period commencing on _____________ and ending on _____________ (such periodpreceding sentence, the “Performance Period”). (b) Up Participant will have no right to 200% of the Target PSUs subject to this Award are eligible to become earned based upon achievement of the applicable Performance Goals. The Committee shall have sole discretion to determine the level of achievement of the applicable Performance Goals and the percentage of the Target PSUs subject to this Award that shall become earned based on such performance (the “Earned PSUs”). The Committee’s determinations pursuant to the exercise of discretion receive any dividends or other distribution with respect to all matters described in this paragraph shall be final and binding on the GranteePSUs. The Committee shall make this determination within 60 days following Upon a termination of the end of Participant’s employment with the Company or an Affiliate prior to the Performance Period or as soon as administratively practicable thereafter End Date (the “Performance Determination Date”but after giving effect to any accelerated vesting pursuant to Sections 2(b). (c, 2(c), 2(d) Ifand 2(e)), on the Performance Determination Date or any other applicable date as set forth in this Section 3, the Committee determines that any of the PSUs subject to this Award shall not become Earned PSUs, then any such PSUs that did not become Earned unvested PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. (db) One-third Notwithstanding anything in the Grant Notice, this Agreement or the Plan to the contrary, subject to Sections 5 and 12, upon a termination of the Earned PSUs shall become vested on each of the first three anniversaries of the Date of Grant if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the applicable vesting date; provided that any Earned PSUs scheduled to vest prior to the Performance Determination Date shall instead vest upon the Performance Determination Date; provided further, that if the preceding calculation results in any fractional shares, such fractional shares shall be rounded down to the next whole number of shares, Participant’s employment with the remainder of shares due to be paid in Company or an Affiliate (i) by the third annual instalment. Company or an Affiliate without Cause or (eii) In by the event of a Change in Control of NIL Participant for Good Reason (as defined in the Employment AgreementParticipant’s employment agreement with the Company or an Affiliate), notwithstanding anything in each case, the Service Requirement with respect to the contrary in Pro-Rated Amount (as defined below) shall be deemed satisfied and the Employment Agreement, all Pro-Rated Amount shall remain outstanding and be eligible to vest and become Earned PSUs based on the level of achievement of the Earned Performance Goals as provided in Section 2(a). As used herein, the “Pro-Rated Amount” means the product of (x) the total number of Target PSUs subject and (y) a fraction, the numerator of which is equal to this Award the number of complete months that remain unvested shall become vested as of the date of such Change in Control if the Grantee remains continuously employed by NIL and/or NII have elapsed from the Date of Grant through the date of such Change in Control; provided that, if such Change in Control of NIL occurs prior to the Performance Determination Date, the Earned PSUs shall be deemed to equal 100% termination of the Target PSUs. (f) In Participant’s employment and the event denominator of which is the Grantee’s Termination due to total number of complete months between the Grantee’s death or Disability (as defined in the Employment Agreement), all Date of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, Grant and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination End Date, then the number of Earned PSUs shall be determined based on actual performance. (g) In the event of the Grantee’s Termination either due to the Grantee’s Constructive Termination Without Cause or by the Company Without Cause (each as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. ​ (h) Anything herein notwithstanding, in the event of the Grantee’s Termination by the Company for Cause or by the written voluntary resignation of the Grantee (each as defined or contemplated, as applicable, in the Employment Agreement), the Grantee shall forfeit any PSUs subject to this Award that remain unvested as of the date of such Termination.

Vesting of PSUs. The (a) Subject to the terms and conditions of this Agreement, including the clawback provision in Section 2.3 below, the Earned PSUs granted pursuant to this Award (as defined below), if any, shall vest, and the restrictions with respect to the PSUs shall lapse, on the dates and in the amounts set forth in this Agreement if at allthe Employee remains continuously employed by the Company or a Subsidiary (or any other employment, consulting, advisory or service relationship or arrangement with the Company or any Subsidiary) until the Settlement Date (as follows: (adefined below) The Committeeor, in its sole discretionif earlier, has established, or within 90 days following the Date of Grant will establish, Performance Goals based on factors consistent with Section 3.1(e)(ii) date of the Executive Employment Agreement by and between NIL, NII and the Grantee effective consummation of a Change in Control (as of January 2, 2020, as amended from time to time (the “Employment Agreement”), which will be measured over a one-year performance period commencing on _____________ and ending on _____________ (such period, the “Performance Period”defined below). (b) Up to 200% The number of the Target PSUs subject to this Award are eligible to become earned based upon achievement of the applicable Performance Goals. The Committee shall have sole discretion to determine the level of achievement of the applicable Performance Goals and the percentage of the Target PSUs subject to this Award that shall become earned based on such performance (the “Earned PSUs”). 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 60 days , following the end of the Performance Period, shall be determined (i) with respect to fifty percent (50%) of the PSUs, if the Company achieves its Adjusted EBITDA target for the Performance Period or as soon as administratively practicable thereafter (the “EBITDA Performance Determination DateGoal”) and (ii) with respect to the remaining fifty percent (50%) of the PSUs, if the Company achieves its System-Wide Sales target for the Performance Period (the “SWS Performance Goal” and together with the EBITDA Performance Goal, the “Performance Goals”). (c) If, on . Each of the Performance Determination Date or any other Goals and the applicable date as Performance Period is set forth in on Exhibit A to this Section 3Agreement. If the Company does not achieve a Performance Goal, the Committee determines that any none of the corresponding PSUs subject to this Award shall not become Earned PSUs, then any such be earned. Any PSUs that did are not become Earned PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. (d) One-third of the Earned PSUs shall become vested on each of the first three anniversaries of the Date of Grant if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the applicable vesting date; provided that any Earned PSUs scheduled to vest prior to the Performance Determination Date shall instead vest upon the Performance Determination Date; provided further, that if the preceding calculation results in any fractional shares, such fractional shares shall be rounded down to the next whole number of shares, with the remainder of shares due to be paid in the third annual instalment. (e) In the event of a Change in Control of NIL (as defined in the Employment Agreement), notwithstanding anything to the contrary in the Employment Agreement, all of the Earned PSUs subject to this Award that remain unvested shall become vested earned as of the date of such Change in Control if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the date of such Change in Control; provided that, if such Change in Control of NIL occurs prior to the Performance Determination Date, the Earned PSUs shall be deemed to equal 100% of the Target PSUs. (f) In the event of the Grantee’s Termination due to the Grantee’s death or Disability (as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion last day of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. (g) In the event of the Grantee’s Termination either due to the Grantee’s Constructive Termination Without Cause or by the Company Without Cause (each as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested immediately and irrevocably forfeited and cancelled as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion last day of the Performance Period, then . For the Grantee shall forfeit all PSUs avoidance of doubt and subject to this AwardSection 1.2(e) below, there will be no PSU vesting for (x) Adjusted EBITDA achievement less than the EBITDA Performance Goal and if (y) System-Wide Sales achievement less than the date of such Termination occurs after the conclusion of the SWS Performance Period but prior to the Performance Determination DateGoal, then the number of Earned PSUs shall be determined based on actual performance. ​ (h) Anything herein notwithstandingand, in the event of the Grantee’s Termination by the Company for Cause or by the written voluntary resignation of the Grantee (each as defined or contemplatedcase, as applicable, in the Employment Agreement), the Grantee shall forfeit any PSUs subject to this Award that remain unvested as of the date of such Terminationno linear interpolation.