NVIDIA 2016 Annual Report Download - page 124

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Service, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with
applicable law.
(k) Compliance with Section 409A. Unless otherwise expressly provided for in an Award Agreement, the Plan and
Award Agreements will be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted
hereunder exempt from Section 409A of the Code, and, to the extent not so exempt, in compliance with Section 409A of
the Code. If the Board determines that any Award granted hereunder is not exempt from and is therefore subject to Section
409A of the Code, the Award Agreement evidencing such Award will incorporate the terms and conditions necessary to
avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent an Award Agreement is silent on
terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement.
Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise),
if the shares of Common Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred
compensation” under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code, no
distribution or payment of any amount that is due because of a “separation from service” (as defined in Section 409A of
the Code without regard to alternative definitions thereunder) will be issued or paid before the date that is six (6) months
following the date of such Participant’s “separation from service” or, if earlier, the date of the Participant’s death, unless
such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so
deferred will be paid in a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on
the original schedule.
(l) Clawback/Recovery. All Awards granted under the Plan will be subject to recoupment in accordance with any
clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange
or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street
Reform and Consumer Protection Act or other applicable law. In addition, the Board may impose such other clawback,
recovery or recoupment provisions in an Award Agreement as the Board determines necessary or appropriate, including but
not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property upon
the occurrence of Cause.
9. Adjustments upon Changes in Common Stock; Other Corporate Events.
(a) Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately and
proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii)
the class(es) and maximum number of securities that may be issued pursuant to the exercise of Incentive Stock Options
pursuant to Section 3(d); (iii) the class(es) and maximum number of securities that may be awarded to any person pursuant
to Sections 3(e) and 6(c)(i), and (iv) the class(es) and number of securities and price per share of stock subject to outstanding
Stock Awards. The Board will make such adjustments, and its determination will be final, binding and conclusive.
(b) Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a
dissolution or liquidation of the Company, and upon ten (10) days prior written notice, all outstanding Stock Awards (other
than Stock Awards consisting of vested and outstanding shares of Common Stock not subject to the Company’s right of
repurchase or a forfeiture condition) will terminate immediately prior to the completion of such dissolution or liquidation,
and the shares of Common Stock subject to the Company’s repurchase rights or a forfeiture condition may be repurchased
or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing Continuous Service,
provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested,
exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expired
or terminated) before the dissolution or liquidation is completed but contingent on its completion.
(c) Corporate Transaction.
(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event
of a Corporate Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring
corporation’s parent company) may assume or continue any or all Stock Awards outstanding under the Plan