NVIDIA 2016 Annual Report Download - page 140

B-6
(c) Unless otherwise required by applicable law, Purchase Rights granted pursuant to any Offering under the Plan will
terminate immediately if the Participant either (i) is no longer an Employee for any reason or for no reason or (ii) is otherwise
no longer eligible to participate. The Company will distribute to such individual all of his or her accumulated but unused
Contributions.
(d) During a Participant's lifetime, Purchase Rights will be exercisable only by such Participant. Purchase Rights are
not transferable by a Participant, except by will, by the laws of descent and distribution, or, if permitted by the Company,
by a beneficiary designation as described in Section 10.
(e) The Company has no obligation to pay interest on Contributions, unless otherwise required by applicable law.
8. Exercise of Purchase Rights.
(a) On each Purchase Date, each Participant's accumulated Contributions will be applied to the purchase of shares of
Common Stock, up to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering,
at the purchase price specified in the Offering. No fractional shares will be issued unless specifically provided for in the
Offering.
(b) If any amount of accumulated Contributions remains in a Participant's account after the purchase of shares of
Common Stock on the final Purchase Date of an Offering and such remaining amount is less than the amount required to
purchase one share of Common Stock, then such remaining amount will be held in such Participant's account for the purchase
of shares of Common Stock under the next Offering under the Plan, unless such Participant withdraws from or is not eligible
to participate in such Offering, in which case such amount will be distributed to such Participant after the final Purchase
Date, without interest (unless otherwise required by applicable law). If the amount of Contributions remaining in a
Participant's account after the purchase of shares of Common Stock on the final Purchase Date of an Offering is at least
equal to the amount required to purchase one whole share of Common Stock, then such remaining amount will not roll over
to the next Offering and will instead be distributed in full to such Participant after the final Purchase Date, without interest
(unless otherwise required by applicable law).
(c) No Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such
exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in
material compliance with all applicable laws. If on a Purchase Date the shares of Common Stock are not so registered or
the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date, and the Purchase Date will
be delayed until the shares of Common Stock are subject to such an effective registration statement and the Plan is in material
compliance, except that the Purchase Date will in no event be more than 27 months from the Offering Date. If, on the
Purchase Date, as delayed to the maximum extent permissible, the shares of Common Stock are not registered and the Plan
is not in material compliance with all applicable laws, no Purchase Rights will be exercised and all accumulated but unused
Contributions will be distributed to the Participants without interest (unless otherwise required under applicable local law).
9. Covenants of the Company.
The Company will seek to obtain from each federal, state, foreign or other regulatory commission or agency having
jurisdiction over the Plan such authority as may be required to grant Purchase Rights and issue and sell shares of Common
Stock thereunder unless doing so would be an unreasonable cost to the Company compared to the potential benefit to Eligible
Employees which the Company shall determine at its discretion. If, after commercially reasonable efforts, the Company
is unable to obtain the authority that counsel for the Company deems necessary for the grant of Purchase Rights or the
lawful issuance and sale of Common Stock under the Plan, and at a commercially reasonable cost, the Company will be
relieved from any liability for failure to grant Purchase Rights and/or to issue and sell Common Stock upon exercise of such
Purchase Rights.