NVIDIA 2016 Annual Report Download - page 97

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company). Except as otherwise stated in a stock award agreement, if the surviving or acquiring corporation (or its parent
company) does not assume, continue, or substitute such stock awards, then (i) any such stock awards that are held by
participants whose continuous service has not terminated prior to the effective time of the corporate transaction or change
in control will become fully vested and exercisable (contingent upon the effectiveness of the corporate transaction or change
in control), and such stock awards will be terminated if not exercised prior to the effective time of the corporate transaction
or change in control and any reacquisition or repurchase rights held by us with respect to such stock awards will lapse
(contingent upon the effectiveness of the corporate transaction or change in control ), and (ii) all other stock awards will
be terminated if not exercised prior to the effective time of the corporate transaction or change in control, provided that any
reacquisition or repurchase rights held by us with respect to such stock awards will not terminate and may continue to be
exercised.
For purposes of the 2007 Plan, a corporate transaction generally will be deemed to occur in the event of the consummation
of: (i) a sale or other disposition of all or substantially all of our consolidated assets; (ii) a sale or other disposition of at
least 50% of our outstanding securities, in the case of awards granted on or after the date of the 2012 Annual Meeting of
Stockholders, and at least 90% of our outstanding securities, in the case of awards granted prior to the date of the 2012
Annual Meeting of Stockholders; (iii) a merger, consolidation or similar transaction following which we are not the surviving
corporation; or (iv) a merger, consolidation or similar transaction following which we are the surviving corporation but the
shares of our common stock outstanding immediately prior to such transaction are converted or exchanged into other property
by virtue of the transaction.
For purposes of the 2007 Plan, a change in control generally will be deemed to occur in the event: (i) a person, entity
or group acquires, directly or indirectly, securities of NVIDIA representing more than 50% of the combined voting power
of our then outstanding securities, other than by virtue of a merger, consolidation, or similar transaction; (ii) there is
consummated a merger, consolidation, or similar transaction and, immediately after the consummation of such transaction,
our stockholders immediately prior thereto do not own, directly or indirectly, more than 50% of the combined outstanding
voting power of the surviving entity or the parent of the surviving entity in substantially the same proportions as their
ownership of our outstanding voting securities immediately prior to such transaction; (iii) there is consummated a sale or
other disposition of all or substantially all of our consolidated assets, other than a sale or other disposition to an entity in
which more than 50% of the entity’s combined voting power is owned by our stockholders in substantially the same
proportions as their ownership of our outstanding voting securities immediately prior to such sale or other disposition; or
(iv) a majority of our Board becomes comprised of individuals whose nomination, appointment, or election was not approved
by a majority of the Board members or their approved successors.
Plan Amendments and Termination. The Plan Administrator will have the authority to amend or terminate the 2007
Plan at any time. However, except as otherwise provided in the 2007 Plan, no amendment or termination of the 2007 Plan
may materially impair any rights under awards already granted to a participant unless agreed to by the affected participant.
We will obtain stockholder approval of any amendment to the 2007 Plan as required by applicable law and listing
requirements. Unless sooner terminated, the 2007 Plan will automatically terminate on March 21, 2022.
U.S. Federal Income Tax Consequences
The following is a summary of the principal United States federal income taxation consequences to participants and
us with respect to participation in the 2007 Plan. This summary is not intended to be exhaustive, and does not discuss the
income tax laws of any local, state or foreign jurisdiction in which a participant may reside. The information is based upon
current federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences
to any participant may depend on his or her particular situation, each participant should consult the participant’s tax adviser
regarding the federal, state, local, and other tax consequences of the grant or exercise of an award or the disposition of stock
acquired the 2007 Plan. The 2007 Plan is not qualified under the provisions of Section 401(a) of the Internal Revenue Code
and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974. Our ability to realize
the benefit of any tax deductions described below depends on our generation of taxable income as well as the requirement
of reasonableness, the provisions of Section 162(m) of the Internal Revenue Code and the satisfaction of our tax reporting
obligations.