NVIDIA 2005 Annual Report Download - page 102

(x) Outside Director means a Director of the Company who either (i) is not a current employee of the Company or an "affiliated
corporation" (within the meaning of Treasury regulations promulgated under Section 162(m) of the Code), is not a former employee
of the Company or an "affiliated corporation" receiving compensation for prior services (other than benefits under a tax qualified
pension plan), was not an officer of the Company or an "affiliated corporation" at any time, and is not currently receiving direct or
indirect remuneration from the Company or an "affiliated corporation" for services in any capacity other than as a Director, or (ii) is
otherwise considered an "outside director" for purposes of Section 162(m) of the Code.
(y) Plan means this NVIDIA Corporation 1998 Equity Incentive Plan.
(z) Rule 16b−3 means Rule 16b−3 of the Exchange Act or any successor to Rule 16b−3, as in effect when discretion is being
exercised with respect to the Plan.
(aa) Stock Award means any right granted under the Plan, including any Option, any stock bonus, and any right to purchase restricted
stock.
(bb) Stock Award Agreement means a written agreement between the Company and a holder of a Stock Award evidencing the terms
and conditions of an individual Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the
Plan.
(cc) Ten Percent Shareholder means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock
possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of its
Affiliates.
3. Administration.
(a) The Plan shall be administered by the Board unless and until the Board delegates administration to a Committee, as provided in
subsection 3(c).
(b) The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:
(i) To determine from time to time which of the persons eligible under the Plan shall be granted Stock Awards; when and how each
Stock Award shall be granted; whether a Stock Award will be an Incentive Stock Option, a Nonstatutory Stock Option, a stock bonus,
a right to purchase restricted stock, or a combination of the foregoing; the provisions of each Stock Award granted (which need not be
identical), including the time or times when a person shall be permitted to receive stock pursuant to a Stock Award; and the number of
shares with respect to which a Stock Award shall be granted to each such person.
(ii) To construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations
for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any
Stock Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.
(iii) To amend the Plan or a Stock Award as provided in Section 13.
(iv) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best
interests of the Company which are not in conflict with the provisions of the Plan.
(c) The Board may delegate administration of the Plan to a Committee or Committees of one or more members of the Board, and the
term "Committee" shall apply to any person or persons to whom such authority has been delegated. If administration is delegated to a
Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the
Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise
(and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions,
not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the
Committee at any time and revest in the Board the administration of the Plan. In the discretion of the Board, a Committee may consist
solely of two or more Outside Directors, in accordance with Code Section 162(m), or solely of two or more Non−Employee Directors,
in accordance with Rule 16b−3. Within the scope of such authority, the Board or the Committee may (1) delegate to a committee of
one or more members of the Board who are not Outside Directors the authority to grant Stock Awards to eligible persons who are
either (a) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting
from such Stock Award, or (b) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code,
and/or (2) delegate to a committee of one or more members of the Board who are not Non−Employee Directors the authority to grant
Stock Awards to eligible persons who are not then subject to Section 16 of the Exchange Act.
4. Shares Subject To The Plan.
(a) Subject to the provisions of Section 12 relating to adjustments upon changes in stock, the stock that may be issued pursuant to
Stock Awards shall not exceed in the aggregate Sixty Million (60,000,000) shares of the Company's Common Stock. If any Stock
Award shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, the stock not
acquired under such Stock Award shall revert to and again become available for issuance under the Plan.