EX-10.16



 Exhibit 10.16 
 THE COSMOPOLITAN OF LAS VEGAS 
 MANAGEMENT INCENTIVE AWARD PLAN

 Article 1 
 Establishment, Objectives and Duration 
 1.01 Establishment of
the Plan. Nevada Property 1 LLC, a Delaware limited liability company, d/b/a The Cosmopolitan of Las Vegas, has established The Cosmopolitan of Las Vegas Management Incentive Award Plan. Capitalized terms will have the meanings given to them in
Article 2. The Plan provides for the issuance of Incentive Awards to certain employees of the Company, as set forth herein. 

1.02 Objectives of the Plan. The Plan’s purpose is to optimize the profitability and growth of the Company through incentives
that are consistent with the Company’s objectives, to give Participants an incentive for excellence in individual and team performance, and to give the Company a significant advantage in attracting and retaining key Employees. 

1.03 Effective Date of the Plan. The Plan is effective as of January 1, 2013. 

Article 2 

Definitions 
 For purposes of the Plan and all Incentive Award Agreements, the following terms will have the meanings set forth below: 
 2.01 “Adjusted EBITDA” means the Company’s earnings before interest, income taxes, and depreciation and amortization expenses, as calculated by the Company in accordance with
generally accepted accounting principles, excluding pre-opening expenses and corporate expenses. For clarity, earnings is calculated as operating profit from the business after deducting marketing, property management, G&A, fixed property costs,
and other undistributed expenses. 
 2.02 “Affiliate” means the Company or any other Person that directly or
indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Company. For purposes of the preceding sentence, the word “control” (by itself and as used in the terms
“controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the
ownership of voting securities or membership interests, by contract, or otherwise. 
 2.03 “Board” means the
board of directors of the Company. 
 2.04 “Cause” will have the meaning set forth in any employment or other
agreement between the Company and the Participant. If there is no employment or other agreement between the Company and the Participant, or if such agreement does not define “Cause,” then “Cause” means (a) any willful and
material breach by the Participant of any of the Participant’s obligations contained in this Plan, any Incentive Award Agreement, or any other agreement between the Company and the Participant; (b) willful and consistent neglect or failure
to perform the Participant’s duties and responsibilities consistent with the Participant’s position(s); (c) material violation of the Company’s code of ethics; (d) violation of the Company’s anti-harassment,








 
discrimination, and retaliation provisions; (e) conviction or plea of nolo contendere to a felony; (f) the Participant’s failure to satisfy any licensing requirement,
qualification, clearance, or similar requirement that is requested or required of the Participant by any regulatory authority having jurisdiction over the Company; (g) any governmental authority’s direction to the Company to terminate any
relationship it may have with the Participant; or (h) the Board’s determination, in its reasonable good faith judgment, that the Participant was, is, or is about to be, involved in any activity, relationship(s) or circumstance that could
or does jeopardize the Company’s business, reputation, or licenses issued by governmental authorities. The Board’s determination that Cause exists for termination of employment under this provision shall be binding on the Participant,
subject to the dispute resolution provisions of the Plan. For purposes of the Plan, (x) no act or failure to act on the Participant’s part shall be considered “willful” unless it is done or omitted to be done by the Participant
in bad faith or without reasonable belief that the Participant’s action or omission was in the best interests of the Company, and (y) any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board
or based upon the advice of counsel for the Company will be conclusively presumed to be done or omitted to be done in good faith and in the best interests of the Company. 
 2.05 “Code” means the Internal Revenue Code of 1986. 
 2.06
“Company” means Nevada Property 1 LLC, a Delaware limited liability company, d/b/a The Cosmopolitan of Las Vegas, and any successor thereto. For purposes relevant to the Participant’s employment or employment agreement with the
Company under the Plan, “Company” shall be deemed to include any Affiliate. 
 2.07 “EBITDA Target”
means a specified dollar amount that is set by the Board by written resolution and communicated to Participants, as the target Adjusted EBITDA for any period of twelve (12) consecutive months during the Performance Period, which must be
achieved in order to produce a payment of Incentive Awards. 
 2.08 “Employee” means a person employed by the
Company in a common law employee-employer relationship and paid through the Company’s regular payroll department. 

2.09 “Exit Transaction” means the consummation of (a) a transaction or series of transactions in which occurs a
sale of all or substantially all of the assets or at least fifty percent (50%) of the membership (or other equity) interests of the Company or an Affiliate (which sale of an Affiliate’s assets or equity interests includes the Company), or
a merger or other business combination involving the Company or an Affiliate (which merger or other business combination includes the Company), in either case, the result of which is (i) the distribution of proceeds from such transaction to all
members of the Company or an Affiliate, and (ii) the effective sale, transfer or other disposition of ownership of substantially all of the business of the Company; or (b) a Public Offering. For purposes of the Plan, an Exit Transaction
shall be deemed to have occurred on the closing date of any transaction described in the preceding sentence. A transaction shall not constitute an Exit Transaction if the primary purpose of such transaction is (x) to change the state or country
of the Company’s incorporation, or (y) to form a holding company that will be owned in substantially the same proportions by the persons who held the Company’s membership interests immediately before such transaction. Notwithstanding
the foregoing, to the extent that any payment under the Plan or any Incentive Award Agreement constitutes nonqualified deferred compensation within the meaning of Section 409A and is payable upon an Exit Transaction or other similar event the
definition of “Exit Transaction” shall be deemed modified to the extent necessary to qualify as a “change in control event” as defined under Section 409A. 

  
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 2.10 “Incentive Award” means an award granted with respect to the
Performance Period in accordance with Article 5. 
 2.11 “Incentive Award Agreement” means an agreement entered
into between the Company and a Participant setting forth the terms and provisions applicable to an Incentive Award or Awards granted to the Participant. 
 2.12 “Participant” means an Employee whom the Board has selected to receive an Incentive Award under the Plan pursuant to Article 4, or who has an outstanding Incentive Award granted
under the Plan. 
 2.13 “Performance Period” means the thirty-six (36) month period from January 1,
2012 to December 31, 2014. The Board may elect, in its sole discretion, to extend the Performance Period through March 31, 2015, and may further elect, in its sole discretion, to extend the Performance Period beyond March 31, 2015.

 2.14 “Person” means any individual, company, corporation, limited company, association, joint stock company,
trust, joint venture, unincorporated organization and any governmental entity or any department, agency or political subdivision thereof. 
 2.15 “Plan” means The Cosmopolitan of Las Vegas Management Incentive Award Plan, as set forth in this document. 
 2.16 “Public Offering” means any sale of any class of equity securities of the Company or an Affiliate (which includes the Company) pursuant to an effective registration statement under
Section 12 of the Securities Exchange Act of 1934 filed with the U.S. Securities and Exchange Commission on Form S-1 (or any successor form). 
 2.17 “Section 409A” means Section 409A of the Code and all interpretive guidance issued thereunder. 
 2.18 “Vesting Date” has the meaning set forth in Section 5.01. 
 Article 3 
 Administration 

3.01 Plan Administration. The Board will administer the Plan. The Board will act by a majority of its members at the time in
office and eligible to vote on any particular matter, and the Board may act either by a vote at a meeting or in writing without a meeting. 
 3.02 Authority of the Board. Except as limited by law and subject to the provisions of the Plan, the Board will have full power to (a) select eligible Employees to participate in the Plan;
(b) determine the sizes and timing of Incentive Awards; (c) determine the terms and conditions of Incentive Awards in a manner consistent with the Plan; (d) construe and interpret the Plan and any agreement or instrument entered into
under the Plan; (e) establish, amend or waive rules and regulations for the Plan’s administration; and (f) subject to the provisions of Article 7, amend the terms and conditions of any outstanding Incentive Award to the extent the


  
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terms are within the Board’s discretion under the Plan. Further, the Board will make all other determinations that may be necessary or advisable to administer the Plan. As permitted by law
and consistent with Section 3.01, the Board may delegate some or all of its authority under the Plan. 
 3.03 Decisions
Binding. All determinations and decisions made by the Board pursuant to the provisions of the Plan will be final, conclusive, and binding on all Persons, including, without limitation, the Company, the Board, any Affiliates, Employees,
Participants, and their successors, estates and beneficiaries. A Board member who also is a Participant shall recuse himself from any determinations by the Board that affect his Incentive Award. 

Article 4 

Eligibility 
 The Board may make Incentive Awards under the Plan to any Employee. No Employee or Participant will have the right to receive an Incentive Award under this Plan or, having received any Incentive Award, to
receive a future Incentive Award. 
 Article 5 
 Incentive Awards 
 5.01 Calculation of Incentive Awards. Each
Incentive Award will be denominated as a cash amount (which amount shall be set forth in the applicable Incentive Award Agreement), which will vest upon achievement of the EBITDA Target during any period of twelve (12) consecutive months during
the Performance Period (the date on which the EBITDA Target has been achieved and confirmed based on the receipt of audited financial results from the Company’s public accounting firm for the relevant period shall be referred to as the
“Vesting Date”). 
 (a) If the EBITDA Target is not achieved before expiration of the
Performance Period, no Participant’s Incentive Award shall vest, and no amount shall be payable to any Participant in connection with the Participant’s Incentive Award. 

(b) A Participant must remain continuously employed by the Company or an Affiliate through the Vesting Date in order to
vest in the Incentive Award. Any Incentive Award that has not vested upon the date of a Participant’s termination of employment shall be forfeited in its entirety, and no amount shall be payable to the Participant in respect of such Incentive
Award. 

  
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 5.02 Distribution of Incentive Awards. A vested Incentive Award, if any, shall be
paid in three (3) substantially equal installments as set forth below: 
 (a) If the Vesting Date is on or
before December 31, 2014, the first installment shall be paid in January 2015, the second installment shall be paid on the four (4) month anniversary of the first installment payment, and the final installment shall be paid on the eight
(8) month anniversary of the first installment payment. 
 (b) If the Vesting Date is after
December 31, 2014, the first installment shall be paid on the earlier of the four (4) month anniversary of the Vesting Date or August 31, 2015, the second installment shall be paid on the earlier of the eight (8) month
anniversary of the Vesting Date or September 30, 2015, and the final installment shall be paid on the earlier of the twelve (12) month anniversary of the Vesting Date or December 31, 2015. 

(c) In the event of a Participant’s death after the Vesting Date but before the completion of payments under this
Section 5.02, any unpaid installment of an Incentive Award shall be paid to the Participant’s surviving spouse or, if none, the Participant’s estate. 

(d) In the event an Exit Transaction occurs on or after the Vesting Date but before the completion of payments under this
Section 5.02, any unpaid installments of an Incentive Award shall be paid in full upon the Exit Transaction. 
 (e) In recognition of the fact that the Company typically only receives audited financial results from its public accounting firm once each calendar year, generally
during the second quarter of the calendar year: (i) if the date the EBIDTA Target is achieved is on or after June 30 of any year in the Performance Period, the regularly scheduled financial audit will occur and fifty percent (50%) of the
vested Incentive Award will be paid immediately after the Board has received the audited financial results from the Company’s public accounting firm for that year and the remaining fifty percent (50%) of the vested Incentive Award will be paid
in two equal installment over the two succeeding calendar quarters; and (ii) if the date the EBIDTA Target is achieved is before June 30 of any year in the Performance Period, the Company’s public accounting firm will conduct a
special audit for the period of months from January 1 through the date the EBIDTA Target is achieved (the period of months not previously audited), and the Participants’ vested Incentive Award will be paid after the completion of the
special audit based on the schedule set forth in paragraphs (a) and (b) above. The Board may, in its sole discretion, require a special audit even if the date the EBIDTA Target is achieved is on or after June 30 of any year in the
Performance Period. If a special audit is required under this paragraph (e), the Company will bear the cost of such audit. 

5.03 Clawback of Incentive Awards. Following payment of an Incentive Award, in the event that the performance of the Company or
the Company’s EBITDA on which the Incentive Award (or any portion thereof) was granted or paid, was based on the Company’s material noncompliance with any financial reporting requirement under applicable securities laws, which requires the
Company to file a restatement of its financial statements, the Participant shall be required to immediately repay such Incentive Award to the Company. Participants shall remain subject to the provisions of this Section 5.03 until
December 31, 2016.  

  
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 Article 6 
 Breach of Restrictive Covenants 
 6.01 Forfeiture and
Clawback. An Incentive Award Agreement may provide that, notwithstanding any other provision of the Plan to the contrary, if the Participant breaches the restrictive covenants contained in the Incentive Award Agreement (including, but not
limited to covenants against competition, solicitation, disclosure, and disparagement), whether during or after termination of employment, in addition to any other penalties or restrictions that may apply under any employment agreement, state law,
or otherwise, the Participant will forfeit any and all Incentive Awards granted to the Participant under the Plan, including Incentive Awards that have become vested and amounts paid to the Participant under an Incentive Award, which amounts the
Participant shall be required to repay to the Company. 
 Article 7 

Amendment, Modification and Termination 
 The Board may at any time and from time to time, alter, amend, modify, or terminate the Plan in whole or in part. Subject to the terms and conditions of the Plan, the Board may modify outstanding
Incentive Awards under the Plan, or accept the surrender of outstanding Incentive Awards and grant new Incentive Awards in substitution of them. Notwithstanding the foregoing, no modification of an Incentive Award will, without the prior written
consent of the Participant, materially impair any rights or obligations under any Incentive Award already granted under the Plan. 
 Article 8 
 Legal Construction 

8.01 Tax Withholding. The Company will have the power and the right to deduct or withhold, or require a Participant to remit to
the Company, an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by the Code or other law or regulation to be withheld with respect to any taxable event arising under this Plan.  

8.02 Interpretive Provisions. The definitions of terms herein shall apply equally to the singular and plural forms of the terms
defined, whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, the words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”, and the word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (a) any definition of or reference to any agreement,
instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns, (c) the words “herein,” “hereof,” “hereunder,” and
words of similar import when used in this Plan shall be construed to refer to such document in its entirety and not to any particular provision thereof, (d) all references to Articles and Sections shall be construed to refer to Articles and
Sections of this Plan document, (e) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise
specified, 

  
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refer to such law or regulation as amended, modified or supplemented from time to time, and (f) the term “documents” includes any and all instruments, documents, agreements,
certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form. In the computation of periods of time from a specified date to a later specified date, the word “from”
means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” Section headings herein are included for convenience of
reference only and shall not affect the interpretation of document. 
 8.03 Rights of Participants. Nothing in the Plan
will interfere with or limit in any way the right of the Company to terminate any Participant’s employment at any time, or confer upon any Participant any right to continue in the employment of the Company. A Participant will not have any of
the rights of a member with respect to any Incentive Awards. 
 8.04 Severability. If any provision of the Plan is held
illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provision had not been included. 

8.05 Requirements of Law. The granting and payment of Incentive Awards under the Plan will be subject to all applicable laws,
rules, and regulations, and to any approvals by governmental agencies or national securities exchanges as may be required. 

8.06 Governing Law and Choice of Forum. To the extent not preempted by federal law, the Plan and all Incentive Award Agreements
shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its principles of conflicts of laws. Any dispute with respect to the Plan or any Incentive Award Agreement will be litigated exclusively in
federal or state courts located in Las Vegas, Nevada, and the parties hereby consent and submit to the jurisdiction and venue of such courts. 
 8.07 Section 409A. The Plan and all Incentive Awards granted thereunder are intended to be exempt from or comply with Section 409A pursuant to the guidance issued thereunder by the U.S.
Internal Revenue Service in all respects and shall be administered in a manner consistent with such intent. Each installment payment under the Plan shall be deemed a “separate payment” for purposes of Section 409A. If an unintentional
operational failure occurs with respect to Section 409A requirements, any affected Participant or beneficiary shall fully cooperate with the Company to correct the failure, to the extent possible, in accordance with any correction procedure
established by the U.S. Internal Revenue Service. To the extent that any payment under the Plan or any Incentive Award Agreement constitutes nonqualified deferred compensation within the meaning of Section 409A and is payable upon a termination
of employment, such termination of employment shall be construed to mean a “separation from service” as defined under Section 409A. The Company makes no guarantee of any federal, state, or local tax consequences with respect to the
interpretation of Section 409A and its application to the terms of the Plan or any Incentive Award Agreement, and the Company shall have no liability for any adverse tax consequences to the Participant as a result of any violation of
Section 409A. 
 8.08 No Waiver of Rights. The failure of a party to the Plan or Incentive Award Agreement to insist
upon strict adherence to any term of the Plan or Incentive Award Agreement 

  
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on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon adherence to that term or any other term of the Plan or Incentive Award Agreement.
The waiver of a term or condition must be in writing executed by the party against whom the waiver is asserted. 
 8.09
Unfunded Status of Incentive Awards. The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Incentive Award, nothing contained in the
Plan or any Incentive Award shall give any such Participant any rights that are greater than those of a general creditor of the Company; provided, however, that the Board may authorize the creation of trusts or make other arrangements to meet the
Company’s obligations under the Plan to deliver cash, other Incentive Awards, or other property pursuant to any Incentive Award, which trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the
Board otherwise determines with the consent of each affected Participant. 
 8.10 Successors. All obligations of the
Company under the Plan with respect to Incentive Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise,
of all or substantially all of the business and/or assets of the Company or an Affiliate. 
 8.11 Incentive Awards Not
Includable for Benefit Plan Purposes. Payments received by a Participant pursuant to the provisions of the Plan shall not be included in the determination of benefits under any employee pension or welfare benefit plan applicable to the
Participant, which is maintained by the Company or any of its Affiliates, including but not limited to the Company’s Code Section 401(k) plan. Neither the Plan nor any Incentive Award Agreement shall affect any severance or termination
benefits paid or payable to a Participant under any other agreement, plan, or policy of the Company or an Affiliate. 

  
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