NVIDIA 2016 Annual Report Download - page 121

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that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the
Code, the Board), in its sole discretion. In addition, to the extent permitted by applicable law and the
applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be
used in payment of Performance Stock Awards.
(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon
the attainment during a Performance Period of certain Performance Goals. A Performance Cash Award may
also require the completion of a specified period of Continuous Service. Subject to Section 2(g), the length
of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the
measure of whether and to what degree such Performance Goals have been attained will be conclusively
determined by the Committee (or, to the extent that an Award is not intended to qualify as “performance-
based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. The Board or
the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the
Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance
Cash Award to be deferred to a specified date or event. The Board or the Committee, as applicable, may
specify the form of payment of Performance Cash Awards, which may be cash or other property, or may
provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof
as the Board or the Committee, as applicable, may specify, to be paid in whole or in part in cash or other
property. In addition, to the extent permitted by applicable law and the applicable Award Agreement, the
Board or the Committee, as applicable, may determine that Common Stock authorized under this Plan may
be used in payment of Performance Cash Awards, including additional shares in excess of the Performance
Cash Award as an inducement to hold shares of Common Stock.
(iii) Section 162(m) Compliance. Unless otherwise permitted in compliance with the requirements of Section
162(m) of the Code with respect to any Award intended to qualify as “performance-based compensation”
thereunder, the Committee will establish the Performance Goals applicable to, and the formula for calculating
the amount payable under, the Award no later than the earlier of (a) the date 90 days after the commencement
of the applicable Performance Period, and (b) the date on which 25% of the Performance Period has elapsed,
and in any event at a time when the achievement of the applicable Performance Goals remains substantially
uncertain. Prior to the payment of any compensation under an Award intended to qualify as “performance-
based compensation” under Section 162(m) of the Code, the Committee will certify the extent to which any
Performance Goals and any other material terms under such Award have been satisfied (other than in cases
where such relate solely to the increase in the value of the Common Stock). With respect to any Award
intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee
may reduce or eliminate the compensation or economic benefit due upon the attainment of the applicable
Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion,
may determine.
(d) Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based
on, Common Stock, including the appreciation in value thereof may be granted either alone or in addition to Stock Awards
provided for under Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan (including,
but not limited to, Section 2(g)), the Board will have sole and complete authority to determine the persons to whom and the
time or times at which such Other Stock Awards will be granted, the number of shares of Common Stock (or the cash
equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions of such Other
Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a result of
his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination
of Continuous Service.
7. Covenants of the Company.
(a) Availability of Shares. During the terms of the Stock Awards, the Company will keep available at all times the
number of shares of Common Stock reasonably required to satisfy such Stock Awards.