NVIDIA 2013 Annual Report Download - page 117

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ensure that any income derived by a non-exempt employee in connection with the exercise, vesting or issuance of any shares
under any other Stock Award will be exempt from the employee’s regular rate of pay, the provisions of this Section 5(k)
will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.
6. Provisions of Stock Awards other than Options and SARs.
(a) Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such
terms and conditions as the Board will deem appropriate. To the extent consistent with the Company’s Bylaws, at the
Board’s election, shares of Common Stock may be (x) held in book entry form subject to the Company’s instructions until
any restrictions relating to the Restricted Stock Award lapse; or (y) evidenced by a certificate, which certificate will be held
in such form and manner as determined by the Board. The terms and conditions of Restricted Stock Award Agreements
may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be
identical, provided, however, that each Restricted Stock Award Agreement will include (through incorporation of the
provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions:
(i) Consideration. A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft,
money order or electronic funds transfer payable to the Company, (B) past services rendered to the Company
or an Affiliate, or (C) any other form of legal consideration (including future services) that may be acceptable
to the Board, in its sole discretion, and permissible under applicable law.
(ii) Vesting. Shares of Common Stock awarded under a Restricted Stock Award Agreement may be subject to
forfeiture to the Company in accordance with a vesting schedule to be determined by the Board; provided,
however, that in all cases, in the event a Participant’s Continuous Service terminates as a result of his or her
death, then the Restricted Stock Award will become fully vested as of the date of termination of Continuous
Service.
(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service
terminates, the Company may receive via a forfeiture condition or a repurchase right any or all of the shares
of Common Stock held by the Participant which have not vested as of the date of termination of Continuous
Service under the terms of the Restricted Stock Award Agreement.
(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement
will be transferable by the Participant only upon such terms and conditions as are set forth in the Restricted
Stock Award Agreement, as the Board will determine in its sole discretion, so long as Common Stock
awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock
Award Agreement.
(v) Dividends. A Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock
will be subject to the same vesting and forfeiture restrictions as apply to the shares subject to the Restricted
Stock Award to which they relate.
(b) Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will
contain such terms and conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit
Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Unit Award
Agreements need not be identical, provided, however, that each Restricted Stock Unit Award Agreement will include (through
incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the
following provisions:
(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the
consideration, if any, to be paid by the Participant upon delivery of each share of Common Stock subject
to the Restricted Stock Unit Award. The consideration to be paid (if any) by the Participant for each share