NVIDIA 2016 Annual Report Download - page 115

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(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered
to a Participant because such shares are withheld by the Company to satisfy the exercise or purchase price
of a Stock Award (including any shares subject to a Stock Award that are not delivered to a Participant
because the Stock Award is exercised through a reduction of shares subject to the Stock Award (i.e., “net
exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in shares of
Common Stock, the number of shares subject to the Stock Award that are not delivered to the Participant
shall not remain available for subsequent issuance under the Plan. If any shares subject to a Stock Award
are not delivered to a Participant because such shares are withheld by the Company in satisfaction of the
withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered
to the Participant shall not remain available for subsequent issuance under the Plan. If the exercise or
purchase price of any Stock Award, or the withholding of taxes incurred in connection with a Stock Award,
is satisfied by tendering shares of Common Stock held by the Participant (either by actual delivery or
attestation), then the number of shares so tendered shall not remain available for subsequent issuance under
the Plan. If any shares of Common Stock are repurchased by the Company on the open market with the
proceeds of the exercise or purchase price of a Stock Award, then the number of shares so repurchased shall
not remain available for subsequent issuance under the Plan. For purposes of the Plan, a “Prior Plan Award”
means any option or stock award granted under any of the Prior Plans.
(c) Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the provisions of Section 9(a) relating to
Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to
the exercise of Incentive Stock Options under the Plan (including Incentive Stock Options granted under the Prior Plans)
will be 250,000,000 shares of Common Stock.
(d) Section 162(m) Limitations. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, at
such time as the Company may be subject to the applicable provisions of Section 162(m) of the Code, no Participant will
be eligible to be granted during any fiscal year:
(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by reference to an
increase over an exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on
the date the Stock Award is granted covering more than 2,000,000 shares of Common Stock;
(ii) Performance Stock Awards covering more than 2,000,000 shares of Common Stock; and
(iii) Performance Cash Award with a value of more than $6,000,000.
If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit.
If a Performance Stock Award could be paid out in cash, it will count only against the Performance Stock Award limit.
(e) Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired
Common Stock, including shares repurchased by the Company on the open market or otherwise.
4. Eligibility.
(a) Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company
or a “parent corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of
the Code). Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants;
provided, however, that Stock Awards may not be granted to Employees, Directors and Consultants who are providing
Continuous Service only to any “parent” of the Company, as such term is defined in Rule 405 of the Securities Act, unless
(i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for
example, because the Stock Awards are granted pursuant to a corporate transaction such as a spin off transaction), (ii) the
Company, in connection with its legal counsel, has determined that such Stock Awards are otherwise exempt from Section