NVIDIA 2005 Annual Report Download - page 107

the shares per year over five (5) years from the date the Stock Award is granted (without respect to the date the Stock Award was
exercised or became exercisable) and (2) the right to repurchase shall be exercised for cash or cancellation of purchase money
indebtedness for the shares within ninety (90) days of termination of employment (or in the case of shares issued upon exercise of
Options after the date of termination, within ninety (90) days after the date of the exercise) or such longer period as may be agreed to
by the Company and the Participant (for example, for purposes of satisfying the requirements of Section 1202(c)(3) of the Code
regarding "qualified small business stock").
12. Adjustments Upon Changes In Stock.
(a) If any change is made in the stock subject to the Plan, or subject to any Stock Award (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or otherwise), the Plan will be appropriately adjusted in the class(es) and
maximum number of shares subject to the Plan pursuant to subsection 4(a) and the outstanding Stock Awards will be appropriately
adjusted in class(es) and number of shares and price per share of stock subject to such outstanding Stock Awards.
(b) In the event of a dissolution or liquidation of the Company, then, upon advance written notice by the Company of at least ten (10)
business days to the holders of any Stock Awards outstanding under the Plan, such Stock Awards shall be terminated if not exercised
(if applicable) prior to such event.
(c) In the event of (1) a sale of substantially all of the assets of the Company, (2) a merger or consolidation in which the Company is
not the surviving corporation or (3) a reverse merger in which the Company is the surviving corporation but the shares of Common
Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise, then any surviving corporation or acquiring corporation shall assume any Stock Awards outstanding
under the Plan or shall substitute similar stock awards (including an award to acquire the same consideration paid to the shareholders
in the transaction described in this subsection for those outstanding under the Plan. In the event any surviving corporation or acquiring
corporation refuses to assume such Stock Awards or to substitute similar stock awards for those outstanding under the Plan, then with
respect to Stock Awards held by persons whose Continuous Service has not terminated, the vesting of such Stock Awards (and, if
applicable, the time during which such Stock Awards may be exercised) shall be accelerated upon prior written notice by the
Company to the holders of such Stock Awards at least five (5) business days prior to such event and the Stock Awards shall terminate
if not exercised (if applicable) at or prior to such event. With respect to any other Stock Awards outstanding under the Plan, upon
advance written notice by the Company of at least five (5) business days to the holders of such Stock Awards, such Stock Awards
shall terminate if not exercised (if applicable) prior to such event.
13. Amendment Of The Plan And Stock Awards.
(a) The Board at any time, and from time to time, may amend the Plan. However, except as provided in Section 12 relating to
adjustments upon changes in stock, no amendment shall be effective unless approved by the shareholders of the Company to the
extent shareholder approval is necessary to satisfy the requirements of Section 422 of the Code, Rule 16b−3 or any Nasdaq or
securities exchange listing requirements.
(b) The Board may in its sole discretion submit any other amendment to the Plan for shareholder approval, including, but not limited
to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations promulgated
thereunder regarding the exclusion of performance−based compensation from the limit on corporate deductibility of compensation
paid to certain executive officers.
(c) It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide
eligible Employees, Directors or Consultants with the maximum benefits provided or to be provided under the provisions of the Code
and the regulations promulgated thereunder relating to Incentive Stock Options and/or to bring the Plan and/or Incentive Stock
Options granted under it into compliance therewith.
(d) Rights and obligations under any Stock Award granted before amendment of the Plan shall not be impaired by any amendment of
the Plan unless (i) the Company requests the consent of the person to whom the Stock Award was granted and (ii) such person
consents in writing.
(e) The Board at any time, and from time to time, may amend the terms of any one or more Stock Award; provided, however that the
rights and obligations under any Stock Award shall not be impaired by any such amendment unless (i) the Company requests the
consent of the person to whom the Stock Award was granted and (ii) such person consents in writing.
14. Termination Or Suspension Of The Plan.
(a) The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate at the close of
business on February 16, 2008, which shall be within ten (10) years from the date the Plan is adopted by the Board or approved by the
shareholders of the Company, whichever is sooner. Notwithstanding the foregoing, all Incentive Stock Options shall be granted, if at
all, no later than the last day preceding the tenth (10th) anniversary of the earlier of (i) the date on which the latest increase in the
maximum number of shares issuable under the Plan was approved by the shareholders of the Company or (ii) the date such
amendment was adopted by the Board. No Stock Awards may be granted under the Plan while the Plan is suspended or after it is
terminated.