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EXHIBIT 10.2
NVIDIA Corporation
1998 EQUITY INCENTIVE PLAN
Adopted February 17, 1998
Amended March 17, 1998
Approved by Shareholders April 6, 1998
Amended December 7, 1998
Adjusted for 2−for−1 Stock Split on June 26, 2000
Amended July 1, 2000
Adjusted for 2−for−1 Stock Split on September 17, 2001
Amended November 7, 2002
Amended June 30, 2004
Termination Date: February 16, 2008
1. Purposes.
(a) The Plan is an amendment and restatement of the Company's existing Equity Incentive Plan adopted May 21, 1993 (the "Prior
Plan"). The Prior Plan hereby is amended and restated in its entirety as the 1998 Equity Incentive Plan and shall become effective on
the date of approval of the Plan by the Board (the "Effective Date"). No options shall be granted under the Prior Plan from and after
the Effective Date. The terms of the Prior Plan (other than the aggregate number of shares issuable thereunder) shall remain in effect
and apply to all options granted pursuant to the Prior Plan.
(b) The purpose of the Plan is to provide a means by which selected Employees and Directors of and Consultants to the Company,
and its Affiliates, may be given an opportunity to benefit from increases in value of the stock of the Company through the granting of
(i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) stock bonuses, and (iv) rights to purchase restricted stock.
(c) The Company, by means of the Plan, seeks to retain the services of persons who are now Employees or Directors of or
Consultants to the Company or its Affiliates, to secure and retain the services of new Employees, Directors and Consultants, and to
provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.
(d) The Company intends that the Stock Awards issued under the Plan shall, in the discretion of the Board or any Committee to which
responsibility for administration of the Plan has been delegated pursuant to subsection 3(c), be either (i) Options granted pursuant to
Section 6 hereof, including Incentive Stock Options and Nonstatutory Stock Options, or (ii) stock bonuses or rights to purchase
restricted stock granted pursuant to Section 7 hereof. All Options shall be separately designated Incentive Stock Options or
Nonstatutory Stock Options at the time of grant, and in such form as issued pursuant to Section 6, and a separate certificate or
certificates will be issued for shares purchased on exercise of each type of Option.
2. Definitions.
(a) Affiliate means any parent corporation or subsidiary corporation, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f) respectively, of the Code.
(b) Board means the Board of Directors of the Company.
(c) Code means the Internal Revenue Code of 1986, as amended.
(d) Common Stock means the common stock of the Company.
(e) Committee means a Committee appointed by the Board in accordance with subsection 3(c) of the Plan.
(f) Company means NVIDIA Corporation.
(g) Consultant means any person, including an advisor, engaged by the Company or an Affiliate to render consulting services and
who is compensated for such services, provided that the term "Consultant" shall not include Directors who are paid only a director's
fee by the Company or who are not compensated by the Company for their services as Directors. The term "Consultant" shall include
members of the Board of Directors of an Affiliate.
(h) Continuous Service means that the Participant's service with the Company or an Affiliate, whether as an Employee, Director or
Consultant, is not interrupted or terminated. The Participant's Continuous Service shall not be deemed to have terminated merely
because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee,
Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or
termination of the Participant's Continuous Service. For example, a change in status from an Employee of the Company to a
Consultant or a Director of an Affiliate will not constitute an interruption of Continuous Service as an Employee. The Board or the
chief executive officer of the Company, in that party's sole discretion, may determine whether Continuous Service shall be considered
interrupted in the case of: (i) any leave of absence approved by the Board or the chief executive officer of the Company, including sick