NVIDIA 2013 Annual Report Download - page 142

B-10
consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or
similar transaction into other property, whether in the form of securities, cash or otherwise.
To the extent required for compliance with Section 409A of the Code, in no event will an event be deemed a Corporate
Transaction if such transaction is not also a “change in the ownership or effective control of” the Company or “a change in
the ownership of a substantial portion of the asset of” the Company as determined under Treasury Regulation Section
1.409A-3(i)(5) (without regard to any alternative definition thereunder).
(k) “Designated Non-423 Corporation” means any Related Corporation or Affiliate selected by the Board as eligible
to participate in the Non-423 Component.
(l) “Designated Company” means a Designated Non-423 Corporation or Designated 423 Corporation.
(m) “Designated 423 Corporation” means any Related Corporation selected by the Board as eligible to participate in
the 423 Component.
(n) “Director” means a member of the Board.
(o) “Effective Date” means the effective date of this Plan document, which is the date of the 2012 Annual Meeting of
Shareholders of the Company provided this Plan is approved by the Company's stockholders at such meeting.
(p) “Eligible Employee” means an Employee who meets the requirements set forth in the document(s) governing the
Offering for eligibility to participate in the Offering, provided that such Employee also meets the requirements for eligibility
to participate set forth in the Plan.
(q) “Employee” means any person, including an Officer or Director, who is treated as an employee in the records of
the Company or a Related Corporation (including an Affiliate). However, service solely as a Director, or payment of a fee
for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan.
(r) “Employee Stock Purchase Plan” means a plan that grants Purchase Rights intended to be options issued under
an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code.
(s) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
(t) “Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock exchange or traded on any established market, the
Fair Market Value of a share of Common Stock will be the closing sales price for such stock as quoted on
such exchange or market (or the exchange or market with the greatest volume of trading in the Common
Stock) on the date of determination, as reported in such source as the Board deems reliable. Unless
otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of
determination, then the Fair Market Value will be the closing sales price on the last preceding date for which
such quotation exists.
(ii) In the absence of such markets for the Common Stock, the Fair Market Value will be determined by the
Board in good faith in compliance with applicable laws.
(u) “Non-423 Component” means the part of the Plan, which excludes the 423 Component, pursuant to which
Purchase Rights that are not intended to satisfy the requirements for Employee Stock Purchase Plans may be granted to
Eligible Employees.