NVIDIA 2016 Annual Report Download - page 128

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by an investor, any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities
in a transaction or series of related transactions the primary purpose of which is to obtain financing for the
Company through the issuance of equity securities, or (B) solely because the level of Ownership held by
any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the
outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the
Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but
for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and
after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that,
assuming the repurchase or other acquisition had not occurred, increases the percentage of the then
outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then
a Change in Control will be deemed to occur;
(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the
Company and, immediately after the consummation of such merger, consolidation or similar transaction,
the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A)
outstanding voting securities representing more than 50% of the combined outstanding voting power of the
surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined
outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar
transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting
securities of the Company immediately prior to such transaction;
(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the
consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition
of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more
than 50% of the combined voting power of the voting securities of which are Owned by stockholders of the
Company in substantially the same proportions as their Ownership of the outstanding voting securities of
the Company immediately prior to such sale, lease, license or other disposition; or
(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the members of the Board; provided, however,
that if the appointment or election (or nomination for election) of any new Board member was approved or
recommended by a majority vote of the members of the Incumbent Board then still in office, such new
member will, for purposes of this Plan, be considered as a member of the Incumbent Board.
For purposes of determining voting power under the term Change in Control, voting power will be calculated by
assuming the conversion of all equity securities convertible (immediately or at some future time) into shares entitled to
vote, but not assuming the exercise of any warrant or right to subscribe to or purchase those shares. In addition, (A) the
term Change in Control will not include a sale of assets, merger or other transaction effected exclusively for the purpose of
changing the domicile of the Company, and (B) the definition of Change in Control (or any analogous term) in an individual
written agreement between the Company or any Affiliate and the Participant will supersede the foregoing definition with
respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or any analogous
term is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no
Change in Control will be deemed to occur upon announcement or commencement of a tender offer or upon a potential
takeover or upon stockholder approval of a merger or other transaction, in each case without a requirement that the Change
in Control actually occur.
If required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have
occurred if such transaction is not also a “change in the ownership or effective control of” the Company or “a change in the
ownership of a substantial portion of the assets of” the Company as determined under Treasury Regulation Section 1.409A-3
(i)(5) (without regard to any alternative definition thereunder). The Board may, in its sole discretion and without a
Participant’s consent, amend the definition of “Change in Control” to conform to the definition of “Change in Control”
under Section 409A of the Code and the regulations thereunder.