OFFICAL PROGRAM RULES

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2 The 2012 Owner First Invest in the Best Reward Program is designed to attract, reward and retain Top Performing Nissan Sales Consultants, Sales Management, and Parts & Service Teams. OFFICAL PROGRAM RULES Dealer Participation Dealers will be charged $25 for each eligible sale which yields a payout to a Top Performer. A Top Performer is a Sales Consultant who achieves the monthly individual sales volume objective, the Sales Satisfaction qualifier, is 100% Certified or in grace and enrolled in the Invest in the Best Program website. There will be no additional Dealer contribution for the Sales, Service Advisor or Parts & Service Team Awards. The Dealer contribution to the Invest in the Best Program will be charged to the Dealer Non Vehicle Account the month following the RDR. Sales Consultant Program Information Sales Consultant rewards will be paid monthly and are based on achieving both a 3 Month Sales Satisfaction qualifier and an individual new vehicle sales volume objective during the current program month. Sales Consultants must be enrolled in the program website and 100% Certified or in grace to qualify for Invest in the Best Program Rewards. In addition to the monthly reward opportunity, a Retention Bonus will be awarded to Sales Consultants who have a minimum of 1 full year of tenure with the Nissan brand as measured by date of activation in Virtual Academy. This bonus amount will accrue monthly and be paid bi-annually in June and December based on the following levels of tenure: Year 1-4 = 50% of available balance paid out in June and December Year 5-6 = 75% of available balance paid out in June and December Year 7+ = 100% of available balance paid out in June and December * Each year of tenure is defined as 12 consecutive months of active status in Virtual Academy with the Nissan brand. If a Sales Consultant transfers to another Dealer, it is the responsibility of the individual employee to complete their re-enrollment in the Invest in the Best website. By transferring to another Dealer, the Sales Consultant forfeits any outstanding monthly reward payment. The Retention Bonus balance is transferable to another Nissan Dealership as long as the sales consultant is not inactive in Virtual Academy for 30 or more days. 30 consecutive days of inactive status in Virtual Academy will result in an Invest in the Best enrollment termination, loss of any earned retention bonus and loss of tenure with the Nissan brand. The Sales Consultant s 3 Month Sales Satisfaction score must be comprised of a minimum of 6 surveys for the program period to qualify for the reward. The role of Internet Manager will also be eligible to receive Sales Consultant Rewards if they are identified as the responsible Salesperson in the Retail Delivery Reporting (RDR) system. 2

3 Should a Sales Consultant be promoted and/or otherwise moved to a new job description within the same Dealership before month-end, the Sales Consultant will forfeit the monthly reward, but retain any previously accrued Retention Bonus. The accrued retention bonus will be paid out every six months per the normal payment schedule until the funds are paid in full. Sales Consultants will be paid the monthly Sales Performance Reward via ACH transfer within 35 days after program period end. Sales Consultants must be enrolled in Direct Deposit to receive payment. They must also be active in Virtual Academy at the time of payment at the Dealership where the monthly reward was earned. Eligible Sales All new, unregistered Nissan vehicles or Nissan commercial vehicles sold, excluding GT-R are considered eligible vehicles and will count toward the attainment of program rewards. (Sales types 0, 3, 4, B or C are included). In order to receive any reward payment, eligible sales must be correctly reported via the Retail Delivery Reporting (RDR) system. All fields must be completed correctly, including the social security number for Sales Consultants. After correctly reporting RDR information, your Dealer will be advised of program eligible units on the Invest in the Best reconciliation report. The social security number for the Sales Consultant must be entered into the RDR system as it appears on their social security card and as input in NNAnet.com. Invest in the Best sales are non-transferable and cannot be combined or split in order to maximize earnings. The allocation of sales credit to anyone other than the person who sold the vehicle is not permitted. The social security number of the individual who sold the vehicle must match what is reported in the RDR system and the identity of the individual must match the dealership commission records. Violations can result in denied payment to the Sales Consultant, the Sales Management team, deductions from future earnings, and Dealer suspension from the program. Eligible Sales are based upon Retail Sale Date. Any corrections must be completed within the first 10 days of the subsequent month for Sales consultants or Sales Management Team Reward payments. Any RDR with a Retail Sale Date from the prior month that is added after the first 10 days of the subsequent month will not earn a reward. If a sale unwinds after the reward has already been processed, Nissan reserves the right to deduct from future earnings. RDR back-outs or RDR changes may affect the Sales Consultant reward calculation and possible tier level charge backs. Ineligible Sales GT-R is ineligible for program rewards and will not count toward the attainment of the sales volume objective. All vehicles which have already had pay-outs made on it, except those that have otherwise been backed out. Vehicles sold, delivered or reported prior to the start date of this program. Vehicles sold and delivered to the Dealer s leasing company or to any leasing company. 3

4 Nissan Rental Cars, Service Loaner vehicles, Parts Trucks, Courtesy Shuttles, Sales to affiliates or leasing companies. Fleet-tail units (Sales types D, E and F) All vehicles placed into Dealer demo service. Vehicles reported during the program period that are not subsequently delivered. (unwinds) Vehicles damaged by flood, storm, fire, acts of nature, or by any human action and vehicles lost or damaged by theft which are either unsaleable as new vehicles to retail customers or were repossessed by an insurance company. All vehicles that have received NNA fleet assistance or qualify as fleet units under the current guidelines. Sales Management Team Override The Sales Management Team may earn Overrides on eligible vehicle sales paid to Top Performers as defined above If the Dealer s Overall Sales Satisfaction score meets the assigned 3 Month Objective. The Sales Management Team Reward earnings will be paid quarterly and the reward will be allocated based on Dealer Principal/Executive Manager discretion. Dealer Principal and Executive Manager are not eligible for the Team reward. Eligible recipients: -Sales Manager & General Sales Manager -Internet Manager -Pre-owned Manager -F&I Manager -General Manager -Owner Loyalty Manager (must be enrolled as dedicated position in NNAnet.com) The Sales Management Team must resolve or make progress in 100% of Owner First Sales Hot Alerts within 7 days of notification over the entire 3 Month period to qualify for the Sales Management Team Reward. Verification will be accomplished through closure activity as posted in the Owner First Survey site found in NNAnet.com Sales Management Team Reward recipients must be active in Virtual Academy and enrolled in the program website at the time of payment processing. Reward recipients must also be 100% Certified or in grace to qualify for payouts (see Virtual Academy for individual certification requirements). The bi-annual Sales Consultant Retention Bonus does not qualify for Override. The Sales Management Team Reward will be paid quarterly within 60 days following the close of the quarter. The team reward will also be paid via ACH transfer and all recipients must be enrolled in Direct Deposit. 4

5 Service Advisor Program Information Service Advisor rewards will be paid quarterly and are based on achieving both an individual 3 Month Service Satisfaction objective (Tier 2), as measured by the Owner First Survey site, and the dealership s In Warranty Service Retention objective. Eligible recipients: -Service Advisor and Express Service Advisor Service Advisors must be enrolled in the program website and 100% Certified or in grace to qualify for Invest in the Best Program Rewards. Each Service Advisor can earn an additional bonus by meeting the Tier 1 three month NCSI objective, as measured by the Owner First Survey site, with their individual score. If a Service advisor transfers to another Dealer, it is the responsibility of the individual employee to complete their re-enrollment in the Invest in the Best website. By transferring to another Dealer, the Service Advisor forfeits any outstanding quarterly reward payment. 30 consecutive days of inactive status in Virtual Academy will result in an Invest in the Best enrollment termination and loss of tenure with the Nissan brand. The Service Advisor s 3 Month Service Satisfaction score must be comprised of a minimum of 6 surveys for the program period to qualify for the reward. Should a Service Advisor be promoted and/or otherwise moved to a new job description within the same Dealership before quarter-end, the Sales Consultant will forfeit the quarterly reward. Service Advisors will be paid the quarterly Service Performance Reward via ACH transfer within 60 days after program period end. Service Advisors must be enrolled in Direct Deposit to receive payment. They must also be active in Virtual Academy at the time of payment at the Dealership where the monthly reward was earned. Parts & Service Team Program Information Parts & Service Teams are eligible for quarterly rewards based upon attainment of the assigned 3 Month Service Satisfaction objective and 12 Month Rolling In Warranty Service Retention qualifier. The Team reward level will be determined by the Dealer s previous full Calendar Year Retail Sales Volume. Dealer Principal and Executive Manager are not eligible for the Team reward. Eligible recipients: -Service Manager and Assistant Service Manager -Service Technician and Express Service Technician -Parts Manager -Parts Counter -Parts & Service Director -Cashier -Owner Loyalty Manager (must be enrolled as dedicated position in NNAnet.com) 5

6 Parts & Service Team Reward recipients must be active in Virtual Academy and enrolled in the program website at the time of payment processing. Reward recipients must also be 100% Certified or in grace to qualify for Parts & Services Team Rewards. The Parts & Services team must resolve or make progress in 100% of Owner First Service Hot Alerts within 7 days of notification over the entire 3 Month period. Verification will be accomplished through closure activity as posted in the Owner First Survey site found in NNAnet.com The Dealer must have a minimum total of 10 service survey returns within the 3 Month period for the Team to qualify for the reward. The Parts & Service Team Reward will be paid quarterly within 60 days following the close of the quarter. The Team reward will also be paid via ACH transfer and all recipients must be enrolled in Direct Deposit to receive payment. A monthly reconciliation will be available online for Dealers to review. In the event of a Dealership buy/sell, the new dealer will be placed in a group based on the previous Dealer s volume grouping for the remainder of the Calendar Year. In the event of an Open Point Close, the new Dealer will be placed in a group based on the new Dealer s assigned Planning Volume. In Warranty Service Retention Defined as the rolling 12 month retention score for customers with vehicles 7-36 months in service as reported within NNAnet.com. For the first 6 months of ownership, customers are not included in the retention formula to allow time for two service visits to occur. Qualified maintenance visits within the first 6 months will count in month 7. It is the dealer s responsibility to ensure that accurate service data is consistently transmitted to Nissan. Nissan LEAF will not be included in any Service Retention calculations. Dealer Buy/Sells and Open Point Closes will have a grace period during which they will qualify for the Service Retention portion of the Parts & Service Team Reward and the Service Advisor program for the time periods listed below. Grace Period Open Point Close Buy/Sell Service Retention Qualifier 4 quarters 2 quarters 6

7 Service Retention Tampering Service Retention Tampering is considered, but not limited to: - Generating a repair order transaction for work not performed on a VIN. - Separating work on a single VIN visit into multiple repair orders with intent to generate appearance of multiple VIN visits. - Recording Customer Pay amounts on repair orders that are not actually collected from customers. If NNA determines that a Dealer has tampered with or otherwise manipulated Service Retention results, it will be considered a violation and potential grounds for suspension or dismissal from the Invest in the Best program. If Nissan determines that specific Dealer personnel have tampered with or otherwise manipulated Service Retention results, the Parts and Service team will not be eligible for a minimum of 2 full calendar year quarters, including the quarter in which the tampering and/or manipulation took place. Nissan reserves the right to exact additional eligibility considerations on a case-by-case basis including, but not limited to, suspension or dismissal from the Invest in the Best program Sales and Service Survey Manipulation and Tampering In order to maintain the integrity of the Nissan Customer Survey system, Customers are to complete any such surveys independent of Nissan Dealer personnel participation. If NNA determines that a Dealer has tampered with or otherwise manipulated the survey, it will be considered a violation and potential grounds for suspension from the Invest in the Best program. If Nissan determines that specific Dealer personnel have tampered with or otherwise manipulated survey results, said personnel will not be eligible for a minimum of 2 full calendar year quarters, including the quarter in which the tampering and/or manipulation took place. Nissan reserves the right to exact additional eligibility considerations on a case-by-case basis including, but not limited to, suspension or dismissal from the Invest in the Best program. Nissan may review any or all potential survey interference cases. Based on the review, Nissan will make the final determination as to whether improper interference has occurred, and reserves the right to disqualify an offending Dealer or Eligible Participant. Nissan defines Customer Survey Manipulation or Tampering as follows: - Making customers feel obligated to give high ratings to benefit the Retailer and/or specific Dealer personnel. - Dealer personnel indicating that they would receive a failing grade that would impact their compensation/job/performance evaluation if customers do not give them the highest possible ratings. 7

8 - Dealer personnel showing customers a sample satisfaction survey with the highest possible ratings checked. - Submitting surveys via false addresses/phone numbers /home addresses. - Dealer personnel pressuring/threatening customers into give the highest possible ratings. - Dealer personnel indicating that service will not be performed on their vehicle if high ratings are not given. - Dealer personnel exchanging high scores for free gas, service or other incentives. - Dealer personnel offering a better deal on the vehicle in exchange for Truly Exceptional scores or all 10 s. - Any action interfering in the process of the customer receiving and completing the survey. Miscellaneous Nissan North America (NNA) holds the right to change or cancel this program without notice. NNA reserves the right to cancel, amend or revoke any incentive program in full or in part for any reason at any time without incurring liability. NNA reserves the sole right to interpret these rules and shall not be bound by any previous interpretations made by NNA. Nissan reserves the right to audit dealership records during normal business hours and to question and/or disqualify any sales and/or purchases made or reported that are materially inaccurate, false, fraudulent or otherwise not in accordance with these Official Program Rules. If, during such audits or otherwise, evidence of incorrect sale reporting or of misrepresentation, concealment, fraud or other misleading practices is discovered, participating dealers may be subject to remedial and/or disciplinary actions, including chargeback of reward payments, deduction from future reward earnings, and suspension of Dealer and/or its eligible participants from the program. Taxes NNA will issue RS Form 1099 to participants in accordance with prevailing Internal Revenue Service regulations. It is the participant s responsibility to ensure that NNA has their correct home mailing address. Participants may be fined by the IRS if Invest in the Best rewards are not properly reported. Employment relationship This program does not and is not intended to create an employment or agency relationship between NNA and Dealer personnel. The decisions of NNA will be final in all matters relating to the interpretation and application of the Official Program Rules. NNA reserves the right to modify the Program Rules as necessary and to cancel the program at anytime. Acceptance of any Invest in the Best rewards means participants agree to all Invest in the Best Terms and Conditions. Eligible participants that remain with a Nissan Dealer subsequent to a Nissanapproved ownership change (re: buy/sell) will remain enrolled within the Invest in the Best program after receiving confirmation of the new dealer s participation. - Performance data such as new vehicle sales, minimum survey counts required, and Sales and Service Satisfaction qualifiers will not migrate over from the previous Dealer. 8

9 - Participants must attain the minimum new vehicle sales and Sales or Service Satisfaction qualifiers based on performance at the new Dealership. - Nissan will waive the minimum survey count qualifier for three months from the date of the buy-sell. Example: Buy-sell occurs on January 15. Grace period ends on April 15. Sales Consultant would need to meet the minimum survey requirement in April to receive payment. - Certification courses will migrate over to the new Dealer. Participants will not be required to re-take certification courses to maintain 100% Certification. General Certification Information Nissan s Sales and Service Certifications measures your knowledge of Nissan, its vehicles and technologies, and the sales process. Nissan Certification provides valuable product knowledge, and sales and service process guidelines that can help Nissan Sales and Service representatives exceed customer expectations, increase their income and raise customer satisfaction scores. Dealer employees must be enrolled in Virtual Academy to gain access to the required Certification Tests. Sales Consultants, Service Advisors, and Managers must pass each required certification course to be considered 100% certified. In addition, each person must be 100& certified or in grace on or before the final day of a given sales month. Steps to Complete the Online Certification Courses via Virtual Academy: 1. Log on to NNAnet.com. 2. Select the Workspace tab. 3. Click on the Virtual Academy link in the Training category. 4. Review the courses listed under the Required tab in the Training Portal. 5. Click the Start button for the course you want to take. (If there are no courses listed under the Required tab, then you are up-to-date on your certification requirements.) Note: All available coursework must be completed and passed to qualify for Invest in the Best rewards. 9

10 NISSAN NORTH AMERICA, INC. (Nissan Division) OFFICIAL PROGRAM RULES Dealer Incentive Programs Nissan North America, Inc. ( NNA ) offers incentives to promote the sale of Nissan products to the consuming public and it is NNA s intent through offering these incentives that the authorized Nissan dealers (Dealer) comply with the spirit of these incentives. These rules are applicable to all new vehicle incentive programs offered by NNA. All programs are offered only to and through authorized Nissan Dealers, and no program offered is intended or shall be construed for the benefit of any third party. I. ELIGIBILITY REQUIREMENTS A. Vehicles In order to be eligible for incentive payments, a vehicle must meet the following criteria: 1. New, unused, and unregistered with less than 7,500 miles at the time of consummation and delivery; and 2. Physically available at the Dealer s location or in Dealer inventory (on the same date as appears on the sales contract). 3. Inventory payout vehicles included in objective based national and/or regional programs will be subject to these rules. B. Consumer In order for a sale to qualify for incentive payments, the vehicle must be sold to the ultimate consumer as defined below: 1. Ultimate Consumer is defined as an individual, or business entity purchasing or leasing a Nissan vehicle for personal, commercial or business use with no intent to re-sell. 2. Vehicle must be sold to the Ultimate Consumer within the program period. C. Sale 1. Timing a. Date of the retail sale is defined as the date on which the Ultimate Consumer provides sufficient consideration rendering the sales transaction enforceable and is evidenced by a cash deposit, submission of finance contract or commitment of the consumer s vehicle in trade; and b. A vehicle must be delivered to the Ultimate Consumer within seven (7) working days of the retail date of the sale/lease. 2. Reporting a. Proper vehicle delivery information submitted in the Retail Delivery Reporting (RDR) system will determine eligible incentive awards. Designated sales type codes must be accurately reported. A $50 administrative fee per unit may be assessed on any unit reported with an incorrect sales type code; and b. Sale must be reported prior to the sales quarter close date, as defined in the Program Features section of the official program announcements. D. Documentation & Limitations In order to be eligible for incentives the following is also required: 1. Retail Sale or Retail Lease a. Fully completed and signed motor vehicle registration/license (which has been submitted to the appropriate state entity within 20 business days from the sale or lease date) for the eligible vehicle in the name of the Ultimate Consumer, or in the name of the leasing company if leased. During an NNA Audit, Dealer will be required to obtain and provide a copy of the executed vehicle registration if document is not present in the deal jacket; and b. Fully complete and consummated sales contract or lease agreement if leased, including Ultimate Consumer s name, signature and date, and Vehicle Identification Number (VIN) of the vehicle; and c. Vehicle s purchase price received in full or accounted for in full by a fully executed, valid finance contract, installment note, lease agreement, or fleet billing within 20 business days from the retail sales date; and d. If customer cash is applicable, Dealer must maintain a customer incentive claim form, with the customer s signature, in the vehicle deal jacket and must reflect the customer cash on the rebate line of the purchase agreement or other document evidencing sale to the consumer. 2. Fleet-tail Any vehicle delivered to a single person, or single business entity (including its subsidiaries or affiliates), not exceeding 25 total units per sales quarter, may be reported as a retail sale, Nissan Motor Acceptance Corporation (NMAC) Lease, or NMAC Special APR and may be eligible for incentive awards, provided the vehicle is delivered out of Dealer stock and is not ordered out of the National Fleet Pool for sale as a fleet vehicle. Vehicles must be reported with the appropriate sales type code as noted is the Sales Type Code Chart at the end of these rules. All sales in excess of 25 units as noted above, may be reported as 10

11 fleet pursuant to the Fleet Policy and Procedure Manual, or reported as a sales type code 8 (not entitled to retail incentives) if customer is unable or unwilling to obtain a fleet certification number through the NNA Fleet department. 3. Nissan Rental Car Program (NRC), Service Loan Car, Parts Delivery Vehicle or Courtesy Shuttle Vehicle: a. Vehicles reported under these programs must be used for the designated purpose only and must be reported as sales type code A in the name of Dealer or a majority-owned subsidiary of Dealer and may receive incentive awards and count towards objective-based programs with the following volume limits: Annual Sales Combined Sales Type A Units Eligible for Incentives per Sales Quarter b. In the case of a newly established dealer or questions regarding maximum unit eligibility, please refer to the NRC Agreement to Participate and Program Rules. c. Any vehicles reported by Dealer as a sales type code A that exceed the allowed amount during a sales quarter, will not be eligible for incentive awards or count towards objective-based programs and must be reported as sales type code 8. To be eligible for incentive awards, all program vehicles must maintain documentation as described for a retail sale, plus the following: i. Fully completed and executed motor vehicle registration/license application in the name Dealer or majority-owned subsidiary of Dealer (Parts delivery vehicles are allowed to be operated under dealer plate) ; and ii. Usage log detailing in-service dates and mileage; and iii. In-Service for a minimum of 4 months or 3,000 miles. iv. NRC and Service Loan Car Programs only: Rental or loaner agreements signed by the customer as applicable. v. Service Loan Cars reported as a sales type code A may not be utilized at any other business than the selling dealership and may not be utilized as demonstrator units or NRCs. vi. For Parts Delivery Vehicles and Courtesy Shuttle Vehicles: (a) Vehicle must be available for physical inspection during audit if in-service at that time; and (b) Vehicle must show clear designation as a parts delivery truck or courtesy shuttle (e.g. visible signage on vehicle); and (c) If sold, copy of odometer statement at time of sale must be placed in original deal jacket. d. Please see NRC Agreement to Participate and Program Rules for complete NRC guidelines. II. INELIGIBLE VEHICLES include any Nissan vehicles that do not meet the above requirements, or: A. Sold by Dealer to an individual, company or other entity, if that individual, company or other entity sells, or transfers ownership of the vehicle as a new, unused or unregistered vehicle regardless of the time at which the resale occurs. B. Vehicles which have received an incentive for a program which is now closed. Reporting corrections made after the sales quarter is closed, will not be automatically reconciled in VIMS, and no manual debit/credit adjustments will be made. Any debit/credit adjustments after the closing of the sales quarter will only be made by NNA as a part of audit procedures. C. Vehicles sold or leased to Dealer, its affiliates or related companies, except those sold as sales type A as defined in I.D.3. D. Demonstrators placed into service. Demonstrator units are defined as vehicles placed into service for production evaluation, employee use or promotional use, which are unregistered and driven on dealer plates or registered and driven by an employee of Dealer. Demonstrators must be reported as a sales type code 1. E. Exported to a destination outside of the United States. This applies to any vehicle that is sold or registered or used outside of the continental United States, Alaska and Hawaii, irrespective of the location of delivery. F. Vehicles purchased at auction, including prior Nissan-owned company vehicles, regardless of MCO, title or registration status. (However, auto show vehicles and exhibit vehicles are eligible for both the auto show vehicle discount and the eligible retail incentive in accordance with NNA's published Auto Show Vehicle Policies.) G. Vehicles transferred and/or sold, by one Dealer directly or indirectly to another Dealer are not eligible for the transferring Dealer, but are eligible for the receiving Dealer, if they otherwise qualify and are subsequently sold to the Ultimate Consumer. H. Previously unreported units, which have been damaged, stolen or salvaged and have been purchased/paid for by an insurance company under an insurance policy or agreement. I. Vehicles sold in violation of applicable federal and state vehicle emissions equipment laws and regulations, and/or not in compliance with NNA's emissions equipment policies or procedures. J. Any vehicles wholesaled from a source other than NNA or another authorized Nissan dealer. 11

12 K. Vehicles sold as fleet. Fleet sales may be eligible for fleet incentives, contact NNA Fleet department for eligibility. III. DEALER PAYMENT AND TAX LIABILITY A. NNA's financial system will automatically reconcile eligible program incentive awards based on proper vehicle delivery and reporting information submitted during the sales quarter. Debit/credit adjustments will appear on the "Incentive Payment for Earnings" statement (FPP5145-R1) which is published weekly. Dealer is responsible for reviewing these weekly statements for accuracy and must institute any appropriate corrections during the sales quarter. B. Any income tax liability imposed on the value of an award received on these programs will be the sole responsibility of the award recipient and not of NNA. C. Dealer should inform customer that cash received by the customer from Dealer, is taxable income and must be reported by the dealer to the IRS on a 1099M. IV. INTERPRETATION OF RULES NNA has sole discretion in all matters relating to the interpretation and application of these rules or the payment of any incentive. If dealer seeks interpretation of the program rules, in order to rely upon the interpretation, dealer must obtain a written communication from the National Contest & Incentive Department. Only the National Contest & Incentive Department has authority to provide interpretation of these rules; interpretations that may be provided by any other representatives of NNA, including District Operations Managers, are neither authorized nor binding upon NNA. Any questions regarding interpretations and application of any rule or program must be directed by telephone to the "888" region-specific hotline number or by to: [email protected]. For Nissan regions the phone numbers are: Northeast, ; Southeast, ; Midwest, ; Central, ; West, An additional resource for interpretation questions is the Frequently Asked Questions (FAQ) document located on the Contests and Incentives website on the dealer portal. NNA reserves the right to cancel, amend or revoke any program or these rules at any time and for any reason. 12

13 V. REVIEW/AUDIT PROCEDURES A. NNA reserves the right to inspect, review, or copy Dealer records during normal business hours and may disqualify any reported units that are not in accordance with these rules or policies of NNA. Failure to provide access to dealer records to NNA for audit purposes may result in disqualification of any available incentive payments. B. A misreporting fee of $50 for each VIN will be charged if an erroneous address is the only error. This fee will not apply to obvious typographical or other occasional errors. C. Dealers will be given 100% credit during an audit for all incentives due for the unit if properly reported, except as follows: Misreporting Rate Credit Administration Fee >10% 0% $0 3% - 10% 100% $100/VIN < 3% 100% $0 VI. DISPUTE RESOLUTION PROCESS A. By receiving incentive payments, Dealer agrees to resolve any disputes arising hereunder pursuant to this paragraph. Dealer acknowledges that, at the state and federal level, various courts and agencies are available to them to resolve claims or controversies regarding incentive payments. Dealer agrees to submit all disputes to mediation, unless waived by written agreement of NNA. Mediation will be conducted before an independent mediator. The Parties will participate and present their position to each other and the mediator in an effort to resolve their disagreement, in accordance with the commercial rules and procedures of the American Arbitration Association (AAA). B. In order to commence mediation, either party must submit a request in writing to the other party, stating the purpose of the mediation and proposing the names of three potential mediators. The proposed mediator must be qualified in dispute resolution and unrelated to either party. The non-initiating party may select one of the proposed mediators, or may propose three alternate mediators. If the parties cannot agree on a mediator, a mediator will be requested from AAA and assigned to the matter. Once a mediator has been selected, the parties will mutually agree on a time and place for mediation which is acceptable to both parties. If a time and location cannot be agreed upon, the mediator will provide a date and location and the parties hereby agree to be available on that date. VII. SALES TYPE CODE CHART Sales Type Code Description 0 RETAIL SALES 1 DEALER DEMO 2 FLEET RETAIL SALES 3 NON-NMAC LEASE 4 NMAC LEASE 5 EXPORT SALE 6 SALE TO BROKER 7 SALE TO INSURER - CLASS 3 TOTAL LOSS 8 NOT ELIGIBLE FOR INCENTIVES 9 RETAIL SALE OF EX-DEMO UNIT NRC (NISSAN RENTAL CAR), SERVICE LOAN CAR, PARTS A DELIVERY, COURTESY SHUTTLE B NNA VPP - EMPLOYEE FRIENDS AND FAMILY C D E F SPECIAL APR FLEET-TAIL RETAIL FLEET-TAIL LEASE FLEET-TAIL SPECIAL APR VIII. APPLICABLE LAW All provisions of these rules are applied uniformly to all authorized Nissan dealers in the United States and are subject to applicable state laws. 13