NVIDIA 2016 Annual Report Download - page 142

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amend outstanding Purchase Rights without a Participant's consent if such amendment is necessary to ensure that the
Purchase Right and/or the Plan comply with the requirements of Section 423 of the Code.
13. Code Section 409A; Tax Qualification.
(a) Purchase Rights granted under the 423 Component are intended to be exempt from the application of Section 409A
of the Code under Treasury Regulation Section 1.409A-1(b)(5)(ii). Purchase Rights granted under the Non-423 Component
to U.S. taxpayers are intended to be exempt from the application of Section 409A of the Code under the short-term deferral
exception and any ambiguities will be construed and interpreted in accordance with such intent. Subject to Section 13(b)
hereof, Purchase Rights granted to U.S. taxpayers under the Non-423 Component will be subject to such terms and conditions
that will permit such Purchase Rights to satisfy the requirements of the short-term deferral exception available under Section
409A of the Code, including the requirement that the shares subject to a Purchase Right be delivered within the short-term
deferral period. Subject to Section 13(b) hereof, in the case of a Participant who would otherwise be subject to Section
409A of the Code, to the extent the Board determines that a Purchase Right or the exercise, payment, settlement or deferral
thereof is subject to Section 409A of the Code, the Purchase Right will be granted, exercised, paid, settled or deferred in a
manner that will comply with Section 409A of the Code, including U.S. Department of Treasury regulations and other
interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be
issued after the adoption of the Plan. Notwithstanding the foregoing, the Company will have no liability to a Participant
or any other party if the Purchase Right that is intended to be exempt from or compliant with Section 409A of the Code is
not so exempt or compliant or for any action taken by the Board with respect thereto.
(b) Although the Company may endeavor to (i) qualify a Purchase Right for favorable tax treatment under the laws
of the United States or jurisdictions outside of the United States or (ii) avoid adverse tax treatment (e.g., under Section 409A
of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable
or avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan, including Section 13(a) hereof.
The Company will be unconstrained in its corporate activities without regard to the potential negative tax impact on
Participants under the Plan.
14. Effective Date of Plan.
The Plan will become effective on the Effective Date. No Purchase Rights will be exercised unless and until the Plan
has been approved by the stockholders of the Company, which approval must be within 12 months before or after the date
the Plan is adopted (or if required under Section 12(a) above, materially amended) by the Board.
15. Miscellaneous Provisions.
(a) Proceeds from the sale of shares of Common Stock pursuant to Purchase Rights will constitute general funds of
the Company.
(b) A Participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares
of Common Stock subject to Purchase Rights unless and until the Participant's shares of Common Stock acquired upon
exercise of Purchase Rights are recorded in the books of the Company (or its transfer agent).
(c) The Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering will in
any way alter the at will nature of a Participant's employment, if applicable, or be deemed to create in any way whatsoever
any obligation on the part of any Participant to continue in the employ of the Company or a Related Corporation or an
Affiliate, or on the part of the Company or a Related Corporation or an Affiliate to continue the employment of a Participant.
(d) The provisions of the Plan will be governed by the laws of the State of California without resort to that state's
conflicts of laws rules.