NVIDIA 2016 Annual Report Download - page 141

B-7
10. Designation of Beneficiary.
(a) The Company may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who
will receive any shares of Common Stock and/or Contributions from the Participant's account under the Plan if the Participant
dies before such shares and/or Contributions are delivered to the Participant. The Company may, but is not obligated to,
permit the Participant to change such designation of beneficiary. Any such designation and/or change must be on a form
approved by the Company.
(b) If a Participant dies, and in the absence of a valid beneficiary designation, the Company will deliver any shares
of Common Stock and/or Contributions to the executor or administrator of the estate of the Participant. If no executor or
administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion, may deliver such
shares of Common Stock and/or Contributions to the Participant's spouse, dependents or relatives, or if no spouse, dependent
or relative is known to the Company, then to such other person as the Company may designate.
11. Adjustments upon Changes in Common Stock; Corporate Transactions.
(a) On 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 number of securities subject
to, and the purchase price applicable to outstanding Offerings and Purchase Rights; and (iii) the class(es) and number of
securities that are the subject of the purchase limits under each ongoing Offering. The Board will make these adjustments,
and its determination will be final, binding and conclusive.
(b) On a Corporate Transaction, then: (i) any surviving corporation or acquiring corporation (or the surviving or
acquiring corporation's parent company) may assume or continue outstanding Purchase Rights or may substitute similar
rights (including a right to acquire the same consideration paid to the stockholders in the Corporate Transaction) for
outstanding Purchase Rights; or (ii) if any surviving or acquiring corporation (or its parent company) does not assume or
continue such Purchase Rights or does not substitute similar rights for such Purchase Rights, then the Participants'
accumulated Contributions will be used to purchase shares of Common Stock within ten business days prior to the Corporate
Transaction under the outstanding Purchase Rights, and the Purchase Rights will terminate immediately after such purchase.
12. Amendment, Termination or Suspension of the Plan.
(a) The Board may amend the Plan at any time in any respect the Board deems necessary or advisable. However,
except as provided in Section 11(a) relating to Capitalization Adjustments, stockholder approval will be required for any
amendment of the Plan for which stockholder approval is required by applicable law or listing requirements, including any
amendment that either (i) materially increases the number of shares of Common Stock available for issuance under the Plan,
(ii) materially expands the class of individuals eligible to become Participants and receive Purchase Rights, (iii) materially
increases the benefits accruing to Participants under the Plan or materially reduces the price at which shares of Common
Stock may be purchased under the Plan, (iv) materially extends the term of the Plan, or (v) expands the types of awards
available for issuance under the Plan, but in each of (i) through (v) above only to the extent stockholder approval is required
by applicable law or listing requirements.
(b) The Board may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan
while the Plan is suspended or after it is terminated.
(c) Any benefits, privileges, entitlements and obligations under any outstanding Purchase Rights granted before an
amendment, suspension or termination of the Plan will not be materially impaired by any such amendment, suspension or
termination except (i) with the consent of the person to whom such Purchase Rights were granted, (ii) as necessary to comply
with any laws, listing requirements, or governmental regulations (including, without limitation, the provisions of Section
423 of the Code and the regulations and other interpretive guidance issued thereunder relating to Employee Stock Purchase
Plans) including without limitation any such regulations or other guidance that may be issued or amended after the Effective
Date, or (iii) as necessary to obtain or maintain favorable tax, listing, or regulatory treatment. To be clear, the Board may