NVIDIA 2013 Annual Report Download - page 134

B-2
foreign laws; such Purchase Rights will be granted pursuant to rules, procedures or subplans adopted by the Board designed
to achieve these objectives for Eligible Employees and the Company and its Related Corporations. Except as otherwise
provided herein or determined by the Board, the Non-423 Component will operate and be administered in the same manner
as the 423 Component. In addition, under the 423 Component of the Plan, the Company may make separate Offerings
which vary in terms (although not inconsistent with the provisions in the Plan and not inconsistent with the requirements
of an Employee Stock Purchase Plan) and the Company will designate which Designated Company is participating in each
separate Offering.
(e) If a Participant transfers employment from the Company or any Designated 423 Corporation participating in the
423 Component to a Designated Non-423 Corporation participating in the Non-423 Component, he or she will immediately
cease to participate in the 423 Component; however, any Contributions made for the Purchase Period in which such transfer
occurs will be transferred to the Non-423 Component, and such Participant will immediately join the then current Offering
under the Non-423 Component upon the same terms and conditions in effect for his or her participation in the Plan, except
for such modifications as may be required by applicable law. A Participant who transfers employment from a Designated
Non-423 Corporation participating in the Non-423 Component to the Company or any Designated 423 Corporation
participating in the 423 Component will remain a Participant in the Non-423 Component until the earlier of (i) the end of
the current Offering Period under the Non-423 Component, or (ii) the Offering Date of the first Offering in which he or she
participates following such transfer.
2. Administration.
(a) The Board will administer the Plan unless and until the Board delegates administration of the Plan to a Committee
or Committees, as provided in Section 2(c).
(b) The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:
(i) To determine how and when Purchase Rights will be granted and the provisions of each Offering (which
need not be identical), including which Designated 423 Corporations and Designated Non-423 Corporations
will participate in the 423 Component or the Non-423 Component.
(ii) To designate from time to time which Related Corporations of the Company will be eligible to participate
in the Plan as Designated 423 Corporations and Designated Non-423 Corporations and which Affiliates will
be eligible to participate in the Plan as Designated Non-423 Corporations and also to designate which
Designated Companies will participate in each separate Offering (to the extent the Company makes separate
Offerings).
(iii) To construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and
regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission
or inconsistency in the Plan, in a manner and to the extent it deems necessary or expedient to make the Plan
fully effective.
(iv) To settle all controversies regarding the Plan and Purchase Rights granted under the Plan.
(v) To suspend or terminate the Plan at any time as provided in Section 12.
(vi) To amend the Plan at any time as provided in Section 12.
(vii) Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote
the best interests of the Company and its Related Corporations and to carry out the intent that the 423
Component be treated as an Employee Stock Purchase Plan.