NVIDIA 2016 Annual Report Download - page 138

B-4
(b) If a Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates
in forms delivered to the Company: (i) each form will apply to all of his or her Purchase Rights under the Plan; and (ii) a
Purchase Right with a lower exercise price (or an earlier-granted Purchase Right, if different Purchase Rights have identical
exercise prices) will be exercised to the fullest possible extent before a Purchase Right with a higher exercise price (or a
later-granted Purchase Right if different Purchase Rights have identical exercise prices) will be exercised.
(c) The Board will have the discretion to structure an Offering so that if the Fair Market Value of the shares of Common
Stock on the first Trading Day of a new Purchase Period within that Offering is less than or equal to the Fair Market Value
of the shares of Common Stock on the Offering Date, then (i) that Offering will terminate immediately as of that first Trading
Day, and (ii) the Participants in such terminated Offering will be automatically enrolled in a new Offering beginning on the
first Trading Day of such new Purchase Period.
5. Eligibility.
(a) Purchase Rights may be granted only to Employees of the Company or, as the Board may designate in accordance
with Section 2(b), to Employees of a Related Corporation or an Affiliate. Except as provided in Section 5(b), an Employee
will not be eligible to be granted Purchase Rights unless, on the Offering Date, the Employee has been in the employ of the
Company, a Related Corporation or an Affiliate, as the case may be, for such continuous period preceding such Offering
Date as the Board may require, but in no event will the required period of continuous employment be equal to or greater
than two years. In addition, the Board may (unless prohibited by law) provide that no Employee will be eligible to be
granted Purchase Rights under the Plan unless, on the Offering Date, such Employee's customary employment with the
Company, the Related Corporation or the Affiliate is more than 20 hours per week and more than five months per calendar
year or such other criteria as the Board may determine consistent with Section 423 of the Code.
(b) The Board may provide that each person who, during the course of an Offering, first becomes an Eligible Employee
will, on or after the day on which such person becomes an Eligible Employee, receive a Purchase Right under that Offering,
which Purchase Right will thereafter be deemed to be a part of that Offering. Such Purchase Right will have the same
characteristics as any Purchase Rights originally granted under that Offering, as described herein, except that:
(i) the date on which such Purchase Right is granted will be the “Offering Date” of such Purchase Right for
all purposes, including determination of the exercise price of such Purchase Right;
(ii) the period of the Offering with respect to such Purchase Right will begin on its Offering Date and end
coincident with the end of the original Offering; and
(iii) the Board may provide that if such person first becomes an Eligible Employee within a specified period of
time before the end of the Offering, he or she will not receive any Purchase Right under that Offering.
(c) No Employee will be eligible for the grant of any Purchase Rights if, immediately after any such Purchase Rights
are granted, such Employee owns stock possessing five percent or more of the total combined voting power or value of all
classes of stock of the Company or of any Related Corporation (unless otherwise required by law). For purposes of this
Section 5(c), the rules of Section 424(d) of the Code will apply in determining the stock ownership of any Employee, and
stock which such Employee may purchase under all outstanding Purchase Rights and options will be treated as stock owned
by such Employee.
(d) As specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights only if such
Purchase Rights, together with any other rights granted under all Employee Stock Purchase Plans of the Company and any
Related Corporations, do not permit such Eligible Employee's rights to purchase stock of the Company or any Related
Corporation to accrue at a rate which exceeds $25,000 of Fair Market Value of such stock (determined at the time such
rights are granted, and which, with respect to the Plan, will be determined as of their respective Offering Dates) for each
calendar year in which such rights are outstanding at any time.