NVIDIA 2016 Annual Report Download - page 107

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recognize a capital gain to the extent the amount realized upon the sale of the shares exceeds the sum of the aggregate
purchase price for those shares and the ordinary income recognized in connection with their acquisition.
If the participant sells or otherwise disposes of the purchased shares more than two years after the beginning of the
offering period in which such shares were acquired and more than one year after the actual purchase date of those shares,
the participant will generally recognize ordinary income in the year of sale or disposition equal to the lesser of (a) the excess
of the fair market value of the shares at the time of such sale or disposition over the purchase price or (b) the excess of the
fair market value of the shares as of the beginning of the offering period over the purchase price (determined as of the
beginning of the offering period). Any further gain or any loss will be taxed as a long-term capital gain or loss. We will not
be entitled to an income tax deduction with respect to such disposition.
If the participant still owns the purchased shares at the time of death, then a transfer by the estate will be considered a
distribution and the lesser of the following amounts will be treated as ordinary income: (a) the excess of the fair market
value of the shares at the time of death over the purchase price or (b) the excess of the fair market value of the shares as of
the beginning of the offering period over the purchase price (determined as of the beginning of the offering period). Any
further gain or any loss will be taxed as a long-term capital gain or loss.
New Plan Benefits
Participation in the 2012 ESPP will be voluntary and each eligible employee will make his or her own decision whether
and to what extent to participate in the 2012 ESPP. In addition, we have not approved any grants of purchase rights that are
conditioned on stockholder approval of this Proposal 5. Accordingly, we cannot currently determine the benefits or number
of shares that will be received in the future by individual employees or groups of employees under the 2012 ESPP. Our non-
employee directors will not be eligible to participate in the 2012 ESPP.