NVIDIA 2013 Annual Report Download - page 104

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rights in the offering would exceed any such maximum number, the Plan Administrator will make a pro rata allocation of
available shares in a uniform and equitable manner. Unless an employee’s participation is discontinued, his or her right to
purchase shares is exercised automatically on the next purchase date at the applicable price. See “Withdrawal” below.
Withdrawal. Participants may withdraw from a given offering period by delivering a withdrawal form provided by us and
terminating their contributions. Such withdrawal may occur at any time prior to the end of an offering, except as otherwise
provided by the Plan Administrator. Upon such withdrawal, we will refund accumulated but unused contributions without
interest to the employee, and such employee’s right to participate in that offering will terminate. However, an employee’s
withdrawal from an offering does not affect such employee’s eligibility to participate in future offerings under the Amended
and Restated 2012 Purchase Plan.
Termination of Employment. Purchase rights granted pursuant to any offering under the Amended and Restated 2012
Purchase Plan terminate immediately upon cessation of employment for any reason or if a participant is otherwise no longer
eligible to participate, and we will refund all accumulated contributions to such employee without interest.
Restrictions on Transfer and Sales. Purchase rights granted under the Amended and Restated 2012 Purchase Plan are not
transferable and may be exercised only by the person to whom such rights are granted, except by will, by the laws of descent
and distribution, or, if permitted by the Company, by a beneficiary designation.
Changes in Capitalization. In the event of certain capitalization adjustments, the Plan Administrator will appropriately
adjust: (i) the class(es) and maximum number of securities subject to the Amended and Restated 2012 Purchase Plan; (ii)
the class(es) and number of securities and price per share in effect under each outstanding purchase right; and (iii) the class
(es) and number of securities that are the subject of any purchase limits under each ongoing offering.
Effect of Certain Corporate Transactions. In the event of a corporate transaction (as defined in the Amended and Restated
2012 Purchase Plan and described below), any surviving or acquiring corporation (or its parent company) may assume or
continue outstanding purchase rights or substitute similar purchase rights for outstanding purchase rights. If the surviving
or acquiring corporation (or its parent company) does not assume or continue such rights or substitute similar rights, then
the participants’ accumulated contributions will be applied to the purchase of shares of our common stock within 10 business
days prior to the corporate transaction, and such outstanding purchase rights will terminate immediately thereafter.
For purposes of the Amended and Restated 2012 Purchase Plan, a corporate transaction generally will be deemed to
occur in the event of the consummation of: (i) a sale or other disposition of all or substantially all of our consolidated assets;
(ii) a sale or other disposition of at least 50% of our outstanding securities; (iii) a merger, consolidation or similar transaction
following which we are not the surviving corporation; or (iv) a merger, consolidation or similar transaction following which
we are the surviving corporation but the shares of our common stock outstanding immediately prior to such transaction are
converted or exchanged into other property by virtue of the transaction.
Plan Amendments and Termination. The Plan Administrator may amend or terminate the Amended and Restated 2012
Purchase Plan at any time. However, purchase rights granted before amendment or termination of the Amended and Restated
2012 Purchase Plan will not be materially impaired by any such amendment or termination, except (i) with the consent of
the affected participant, (ii) as necessary to comply with any laws, listing requirements or governmental regulations (including
Section 423 of the Code) or (iii) as necessary to obtain or maintain favorable tax, listing, or regulatory treatment. We will
obtain stockholder approval of any amendment to the Amended and Restated 2012 Purchase Plan as required by applicable
law and listing requirements.
U.S. Federal Income Tax Consequences
The following is a summary of the principal United States federal income taxation consequences to employees and us
with respect to participation in the component of the Amended and Restated 2012 Purchase Plan intended to qualify as an
“employee stock purchase plan” within the meaning of Section 423 of the Code. This summary is not intended to be
exhaustive, and does not discuss the income tax laws of any city, state or foreign jurisdiction in which a participant may