NVIDIA 2016 Annual Report Download - page 135

B-1
APPENDIX B
NVIDIA Corporation
Amended and Restated 2012 Employee Stock Purchase Plan
Adopted by the Compensation Committee: March 22, 2012
Approved by the Stockholders: May 17, 2012
Amended and Restated by the Compensation Committee: April 9, 2014
Approved by the Stockholders: May 23, 2014
Amended and Restated by the Compensation Committee: April 5, 2016
Approved by the Stockholders: [May 18, 2016]
1. General; Purpose.
(a) The Plan is intended as the successor to and continuation of the NVIDIA Corporation 1998 Employee Stock
Purchase Plan (the “1998 Plan”). From and after 12:01 a.m. Pacific Standard Time on the Effective Date, no additional
rights to purchase shares of Common Stock will be granted under the 1998 Plan. All rights to purchase shares granted on
or after 12:01 a.m. Pacific Standard Time on the Effective Date will be granted under this Plan. Any rights to purchase
shares of Common Stock granted under the 1998 Plan will remain subject to the terms of the 1998 Plan and any offering
document or other agreements or governing documents describing the terms and conditions of offerings made pursuant to
the 1998 Plan.
(i) Any shares of Common Stock that would otherwise remain available for future offerings under the 1998
Plan as of 12:01 a.m. Pacific Standard Time on the Effective Date (the “1998 Plan's Available Reserve”)
will cease to be available under the 1998 Plan at such time. Instead, that number of shares of Common Stock
equal to the 1998 Plan's Available Reserve will be added to the Share Reserve (as further described in Section
3(a) below) and be then immediately available for grants hereunder, up to the maximum number set forth
in Section 3(a) below.
(ii) In addition, from and after 12:01 a.m. Pacific Standard Time on the Effective Date, with respect to the
aggregate number of shares subject, at such time, to outstanding grants under the 1998 Plan that would, but
for the operation of this sentence, subsequently return to the share reserve of the 1998 Plan (such shares,
the “Returning Shares”), such shares of Common Stock will not return to the share reserve of the 1998
Plan, and instead that number of shares of Common Stock equal to the Returning Shares will immediately
be added to the Share Reserve as and when such a share becomes a Returning Share, up to a maximum
number set forth in Section 3(a) below.
(b) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may
be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase
Rights to Eligible Employees.
(c) The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the
services of new Employees and to provide incentives for such persons to exert maximum efforts for the success of the
Company and its Related Corporations.
(d) This Plan includes two components: a 423 Component and a Non-423 Component. It is the intention of the
Company to have the 423 Component qualify as an Employee Stock Purchase Plan. The provisions of the 423 Component,
accordingly, will be construed in a manner that is consistent with the requirements of Section 423 of the Code. In addition,
this Plan authorizes the grant of Purchase Rights under the Non-423 Component that does not meet the requirements of an
Employee Stock Purchase Plan because of deviations necessary or advisable to permit or facilitate participation in the Plan
by Employees who are foreign nationals or employed or located outside of the United States while complying with applicable