NVIDIA 2013 Annual Report Download - page 141

B-9
(e) If any particular provision of the Plan is found to be invalid or otherwise unenforceable, such provision will not
affect the other provisions of the Plan, but the Plan will be construed in all respects as if such invalid provision were omitted.
16. Definitions.
As used in the Plan, the following definitions will apply to the capitalized terms indicated below:
(a) “423 Component” means the part of the Plan, which excludes the Non-423 Component, pursuant to which Purchase
Rights that satisfy the requirements for Employee Stock Purchase Plans may be granted to Eligible Employees.
(b) “Affiliate” means any branch or representative office of a Related Corporation, as determined by the Board, whether
now or hereafter existing.
(c) “Board” means the Board of Directors of the Company.
(d) “Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the
Common Stock subject to the Plan or subject to any Purchase Right after the Effective Date without the receipt of
consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock
dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend,
combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction,
as that term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor
thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated
as a Capitalization Adjustment.
(e) “Code” means the U.S. Internal Revenue Code of 1986, as amended.
(f) “Committee” means a committee of one or more members of the Board to whom authority has been delegated by
the Board.
(g) “Common Stock” means the common stock of the Company.
(h) “Company” means NVIDIA Corporation, a Delaware corporation.
(i) “Contributions” means the payroll deductions and other additional payments specifically provided for in the
Offering that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments
into his or her account if specifically provided for in the Offering, and then only if the Participant has not already had the
maximum permitted amount withheld during the Offering through payroll deductions.
(j) “Corporate Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any
one or more of the following events:
(i) the consummation of a sale or other disposition of all or substantially all, as determined by the Board in its
sole discretion, of the consolidated assets of the Company and its Subsidiaries;
(ii) the consummation of a sale or other disposition of at least 50% of the outstanding securities of the Company;
(iii) the consummation of a merger, consolidation or similar transaction following which the Company is not
the surviving corporation; or
(iv) the consummation of a merger, consolidation or similar transaction following which the Company is the
surviving corporation but the shares of Common Stock outstanding immediately preceding the merger,