NVIDIA 2016 Annual Report Download - page 122

A-12
(b) Securities Law Compliance. The Company will seek to obtain from each regulatory commission or agency
having jurisdiction over the Plan, or any offerings made under the Plan, such authority as may be required to grant Stock
Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided, however, that this
undertaking will not require the Company to register under the Securities Act the Plan, any Stock Award or any Common
Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if the cost or efforts to obtain
the approval is unreasonable in relation to the value of the benefits to be provided under the Plan, as determined by the
Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from
any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful
issuance and sale of Common Stock under the Plan, the Company will be relieved from any liability for failure to issue and
sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. A Participant will not
be eligible for the grant of an Award or the subsequent issuance of cash or Common Stock pursuant to the Award if such
grant or issuance would be in violation of any applicable securities laws.
(c) No Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant
to advise such Participant as to the time or manner of exercising such Stock Award. Furthermore, the Company will have
no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a
possible period in which the Award may not be exercised. Neither the Company nor any of its Affiliates has any duty or
obligation to minimize the tax consequences of an Award to the holder of such Award.
8. Miscellaneous.
(a) Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will constitute general
funds of the Company.
(b) Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company
of an Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined
by the Board, regardless of when the instrument, certificate, or letter evidencing the Award is communicated to, or actually
received or accepted by, the Participant. In the event that the corporate records (e.g., Board consents, resolutions or minutes)
documenting the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule or number of
shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the papering of the Award
Agreement, the corporate records will control and the Participant will have no legally binding right to the incorrect term in
the Award Agreement.
(c) Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder
with respect to, any shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all
requirements for exercise of, or the issuance of shares under, the Award pursuant to its terms and (ii) the issuance of the
Common Stock subject to such Award has been entered into the books and records of the Company.
(d) No Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument
executed thereunder or in connection with any Award granted pursuant to the Plan will confer upon any Participant any
right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or will
affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and
with or without cause (provided in compliance with applicable local laws and the Employee’s employment contract, if any),
(ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate, or
(iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the
corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.
(e) Change in Time Commitment. In the event a Participant’s regular level of time commitment in the performance
of his or her services for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant
is an Employee of the Company and the Employee has a change in status from a full-time Employee to a part-time Employee)
after the date of grant of any Award to the Participant, the Board has the right in its sole discretion (provided in compliance
with applicable local laws) to (i) make a corresponding reduction in the number of shares or cash amount subject to any