NVIDIA 2016 Annual Report Download - page 123

A-13
portion of such Award that is scheduled to vest or become payable after the date of such change in time commitment, and
(ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award.
In the event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so
reduced.
(f) Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time
of grant) with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any
calendar year (under all plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the
Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that
exceed such limit (according to the order in which they were granted) or otherwise do not comply with the rules will be
treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s) or
any Board or Committee resolutions related thereto.
(g) Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring
Common Stock under any Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge
and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the
Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating,
alone or together with the purchaser representative, the merits and risks of exercising the Award; and (ii) to give written
assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Award for the
Participant’s own account and not with any present intention of selling or otherwise distributing the Common Stock. The
foregoing requirements, and any assurances given pursuant to such requirements, will be inoperative if (A) the issuance of
the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently
effective registration statement under the Securities Act, or (B) as to any particular requirement, a determination is made
by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities
laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan
as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited
to, legends restricting the transfer of the Common Stock.
(h) Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, in its sole
discretion, satisfy any federal, state, foreign or local tax withholding obligation relating to an Award (including but not
limited to income tax, social insurance contributions, payment on account or any other taxes) by any of the following means
(in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company or an
Affiliate) or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares
of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the
Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of
tax required to be withheld by law (in countries where there is a statutory minimum withholding rate) (or such lower amount
as may be necessary to avoid classification of the Stock Award as a liability for financial accounting purposes); (iii)
withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the
Participant; or (v) by such other method as may be set forth in the Award Agreement.
(i) Electronic Delivery. Any reference herein to a “written” agreement or document will include any agreement or
document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the
Company’s intranet.
(j) Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the
delivery of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award
may be deferred and may establish programs and procedures for deferral elections to be made by Participants. Deferrals
by Participants will be made in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the
Board may provide for distributions while a Participant is still an employee or otherwise providing services to the Company
or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual percentages,
Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous