NVIDIA 2005 Annual Report Download - page 105

(110%) of the Fair Market Value of the stock subject to the Re−Load Option on the date of exercise of the original Option.
Any such Re−Load Option may be an Incentive Stock Option or a Nonstatutory Stock Option, as the Board or Committee may
designate at the time of the grant of the original Option; provided, however, that the designation of any Re−Load Option as an
Incentive Stock Option shall be subject to the one hundred thousand dollars ($100,000) annual limitation on exercisability of Incentive
Stock Options described in subsection 11(d) of the Plan and in Section 422(d) of the Code. There shall be no Re−Load Options on a
Re−Load Option. Any such Re−Load Option shall be subject to the availability of sufficient shares under subsection 4(a) and shall be
subject to such other terms and conditions as the Board or Committee may determine.
7. Terms Of Stock Bonuses And Purchases Of Restricted Stock.
Each stock bonus or restricted stock purchase agreement shall be in such form and shall contain such terms and conditions as the
Board or the Committee shall deem appropriate. The terms and conditions of stock bonus or restricted stock purchase agreements may
change from time to time, and the terms and conditions of separate agreements need not be identical, but each stock bonus or restricted
stock purchase agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the
substance of each of the following provisions as appropriate:
(a) Purchase Price. The purchase price under each restricted stock purchase agreement shall be such amount as the Board or
Committee shall determine and designate in such agreement but in no event shall the purchase price be less than eighty five percent
(85%) of the stock's Fair Market Value on the date such award is made. Notwithstanding the foregoing, the Board or the Committee
may determine that eligible participants in the Plan may be awarded stock pursuant to a stock bonus agreement in consideration for
past services actually rendered to the Company or for its benefit. For grants prior to the Listing Date, the purchase price under each
restricted stock purchase agreement shall not be less than eighty−five percent (85%) of the stock's Fair Market Value on the date such
award is made or at the time the purchase is consummated.
(b) Transferability. Rights to purchase shares under a stock bonus or restricted stock purchase agreement granted prior to the Listing
Date shall not be transferable except by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of
the person to whom the Stock Award is granted only by such person. Rights to purchase shares under a stock bonus or restricted stock
purchase agreement granted on or after the Listing Date shall be transferable by the grantee only upon such terms and conditions as
are set forth in the applicable Stock Award Agreement, as the Board shall determine in its discretion, so long as stock awarded under
such Stock Award Agreement remains subject to the terms of the agreement.
(c) Consideration. The purchase price of stock acquired pursuant to a stock purchase agreement shall be paid either: (i) in cash at the
time of purchase; (ii) at the discretion of the Board or the Committee, according to a deferred payment or other arrangement with the
person to whom the stock is sold; or (iii) in any other form of legal consideration that may be acceptable to the Board or the
Committee in their discretion. Notwithstanding the foregoing, the Board or the Committee to which administration of the Plan has
been delegated may award stock pursuant to a stock bonus agreement in consideration for past services actually rendered to the
Company or for its benefit.
(d) Vesting. Subject to the repurchase option limitations specified in subsection 11(h), shares of stock sold or awarded under the Plan
may, but need not, be subject to a repurchase option in favor of the Company in accordance with a vesting schedule to be determined
by the Board or the Committee.
(e) Termination Of Continuous Service. Subject to the repurchase option limitations specified in subsection 11(h), in the event a
Participant's Continuous Service terminates, the Company may repurchase or otherwise reacquire any or all of the shares of stock held
by that person which have not vested as of the date of termination under the terms of the stock bonus or restricted stock purchase
agreement between the Company and such person.
8. Cancellation And Re−Grant Of Options.
The Board or the Committee shall have the authority to effect, at any time and from time to time with the consent of any adversely
affected Optionee, (i) the reduction of the exercise price of any outstanding Option under the Plan to the then Fair Market Value
and/or (ii) the cancellation of any outstanding Options under the Plan in exchange for (A) the grant of a stock bonus; (B) the grant of
restricted stock; (C) cash; (D) the grant in substitution therefor of new Options under the Plan having an exercise price per share not
less than as provided for new option grants made under the Plan; or (E) any other valuable consideration (as determined by the Board
in its sole discretion). The Board shall determine the exchange ratio (which may be for more or less shares of stock than those then
subject to the outstanding Option) in its sole discretion as well as all other terms of the exchange not specifically provided for in this
paragraph.
9. Covenants Of The Company.
(a) During the terms of the Stock Awards, the Company shall keep available at all times the number of shares of stock required to
satisfy such Stock Awards.
(b) The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as
may be required to issue and sell shares of stock upon exercise of the Stock Award; provided, however, that this undertaking shall not
require the Company to register under the Securities Act either the Plan, any Stock Award or any stock issued or issuable pursuant to
any such Stock Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency