NVIDIA 2016 Annual Report Download - page 96

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to exclude the effects of stock-based compensation
(including any modification charges);
to exclude the portion of any legal settlement assigned as
past infringement (i.e. the fair value associated with the
portion of settlement that is non-recurring);
to exclude restructuring charges (including any costs
associated with a reduction in force and/or shutting down
of business operations, such as severance compensation
and benefits and the cost to shut down operating sites/
offices);
to exclude amortization expenses associated with
intangible assets obtained through a business combination
(acquisition or asset purchase);
to exclude other costs incurred in connection with
acquisitions or divestitures (including potential
acquisitions or divestitures) that are required to be
expensed under GAAP (including any direct acquisition
costs that are not associated with providing ongoing future
benefit to the combined company and certain
compensation costs associated with an acquisition, such
as one-time compensation charges, longer-term retention
incentives, and associated payroll tax charges);
to exclude any exchange rate effects;
to exclude the effects of changes to GAAP;
to exclude the effects of any statutory adjustments to
corporate tax rates or changes in tax legislation;
to exclude the portion of tax related settlements;
to exclude the effects of any items of an unusual nature
or of infrequency of occurrence;
to exclude the dilutive effects of acquisitions or joint
ventures;
to exclude the effect of any change in the outstanding
shares of our common stock by reason of any stock
dividend or split, stock repurchase, reorganization,
recapitalization, merger, consolidation, spin-off,
combination or exchange of shares or other similar
corporate change, or any distributions to common
stockholders other than regular cash dividends;
to exclude the effects of the award of bonuses under our
bonus plans;
to exclude any impairment of long-lived assets including
goodwill, investments in non-affiliated entities and
intangible asset impairment charges that are required to
be recorded under GAAP;
to exclude other events that are significant but not related
to ongoing business operations, such as large charitable
donations;
to assume that any business divested by us achieved
performance objectives at targeted levels during the
balance of a performance period following such
divestiture;
to include non-operational credits (i.e., situations when
directly related amounts have not been previously charged
to our results of operations); and
to the extent that an award is not intended to qualify as
“performance-based compensation” under Section 162
(m) of the Internal Revenue Code, to appropriately make
any other adjustments selected by the Plan Administrator.
Other Stock Awards. Other forms of stock awards valued in whole or in part with reference to our common stock may
be granted under the 2007 Plan. Subject to the terms of the 2007 Plan and the limitations set forth above (including the
limitations described in Minimum Vesting Requirements and Vesting Acceleration Only in Limited Circumstances above),
the Plan Administrator will have sole and complete authority to determine the persons to whom and the time or times at
which such other stock awards will be granted, the number of shares of our common stock to be granted and all other
conditions of such other stock awards. In the event that a participant’s continuous service terminates due to his or her death,
then any such other stock awards held by the participant will become fully vested as of the date of such termination.
Clawback Policy. Awards granted under the 2007 Plan will be subject to recoupment in accordance with any clawback
policy that we are required to adopt pursuant to the listing standards of any national securities exchange or association on
which our securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection
Act or other applicable law. In addition, the Plan Administrator may impose other clawback, recovery or recoupment
provisions in an award agreement as the Plan Administrator determines necessary or appropriate, including a reacquisition
right in respect of previously acquired shares of our common stock or other cash or property upon the occurrence of cause.
Changes in Capitalization. In the event of certain capitalization adjustments, the Plan Administrator will appropriately
and proportionately adjust: (i) the class(es) and maximum number of securities subject to the 2007 Plan; (ii) the class(es)
and maximum number of securities that may be issued pursuant to the exercise of ISOs; (iii) the class(es) and maximum
number of securities that may be awarded to any person pursuant to Section 162(m) limits; and (iv) the class(es) and number
of securities and price per share of stock subject to outstanding stock awards.
Corporate Transaction; Change in Control. Except as otherwise stated in a stock award agreement, in the event of a
corporate transaction or a change in control (as defined in the 2007 Plan and described below), outstanding stock awards
under the 2007 Plan may be assumed, continued, or substituted by the surviving or acquiring corporation (or its parent