NVIDIA 2013 Annual Report Download - page 131

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the Company’s results of operations); and (17) to the extent that an Award is not intended to qualify as “performance-based
compensation” under Section 162(m) of the Code, to appropriately make any other adjustments selected by the Board.
(oo) “Performance Period” means the period of time selected by the Committee (or, to the extent that an Award is not
intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board) over which the
attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and
the payment of a Stock Award or a Performance Cash Award. Performance Periods may be of varying and overlapping
duration, at the sole discretion of the Committee (or, to the extent that an Award is not intended to qualify as “performance-
based compensation” under Section 162(m) of the Code, the Board).
(pp) “Performance Stock Award” means a Stock Award granted under the terms and conditions of Section 6(c)(i).
(qq) “Plan” means this NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan.
(rr) “Prior Plans” means the NVIDIA Corporation 1998 Equity Incentive Plan, the NVIDIA Corporation 1998 Non-
Employee Directors’ Stock Option Plan, the NVIDIA Corporation 2000 Nonstatutory Equity Incentive Plan, and the
PortalPlayer, Inc. 2004 Stock Incentive Plan, each as in effect immediately prior to the Effective Date.
(ss) “Restricted Stock Award” means an award of shares of Common Stock which is granted pursuant to the terms and
conditions of Section 6(a).
(tt) “Restricted Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted
Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement
will be subject to the terms and conditions of the Plan.
(uu) “Restricted Stock Unit Award” means a right to receive shares of Common Stock (or cash equivalent) which is
granted pursuant to the terms and conditions of Section 6(b).
(vv) “Restricted Stock Unit Award Agreement” means a written agreement between the Company and a holder of a
Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted
Stock Unit Award Agreement will be subject to the terms and conditions of the Plan.
(ww) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect
from time to time.
(xx) “Securities Act” means the Securities Act of 1933, as amended.
(yy) “Stock Appreciation Right” or “SAR” means a right to receive the appreciation on Common Stock that is granted
pursuant to the terms and conditions of Section 5.
(zz) “Stock Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock
Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation
Right Agreement will be subject to the terms and conditions of the Plan.
(aaa) “Stock Award” means any right to receive Common Stock granted under the Plan, including an Option, a Restricted
Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right, a Performance Stock Award, or any Other Stock
Award.
(bbb) “Stock Award Agreement” means a written agreement between the Company and a Participant evidencing the
terms and conditions of a Stock Award grant. Each Stock Award Agreement will be subject to the terms and conditions of
the Plan.