NVIDIA 2013 Annual Report Download - page 91

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The Plan Administrator may also delegate to one or more officers the authority to designate employees who are not
officers to be recipients of certain stock awards and the number of shares subject to such stock awards. Under any such
delegation, the Plan Administrator will specify the total number of shares of our common stock that may be subject to the
stock awards granted by such officer. The officer may not grant a stock award to himself or herself.
Repricing; Cancellation and Re-Grant of Stock Awards. Under the Amended and Restated 2007 Plan, the Plan
Administrator does not have the authority to reprice any outstanding stock option or stock appreciation right by reducing
the exercise price of the stock option or stock appreciation right or to cancel any outstanding stock option or stock appreciation
right that has an exercise price greater than the current fair market value of our common stock in exchange for cash or other
stock awards without obtaining the approval of our stockholders within 12 months prior to the repricing or cancellation and
re-grant event.
Stock Options. Stock options may be granted under the Amended and Restated 2007 Plan pursuant to stock option
agreements. The Amended and Restated 2007 Plan permits the grant of stock options that qualify as incentive stock options,
or ISOs, and nonstatutory stock options, or NSOs. Individual stock option agreements may be more restrictive as to any or
all of the permissible terms described in this section.
The exercise price of NSOs may not be less than 100% of the fair market value of the common stock subject to the
stock option on the date of grant. The exercise price of ISOs may not be less than 100% of the fair market value of the
common stock subject to the stock option on the date of grant and, in some cases (see Limitations on Incentive Stock Options
below), may not be less than 110% of such fair market value.
The term of stock options granted under the Amended and Restated 2007 Plan may not exceed ten years and, in some
cases (see Limitations on Incentive Stock Options below), may not exceed five years. Unless the terms of a participant’s
stock option agreement or other agreement with us provide for earlier or later termination, if a participant’s service relationship
with us, or any affiliate of ours, ceases due to death or disability (or the participant dies within a certain period, if any,
following cessation of service), the participant, or his or her beneficiary, as applicable, may exercise any vested stock options
for up to 12 months after the date the service relationship ends due to the participant’s disability or for up to 18 months after
the date of the participant’s death. Except as explicitly provided otherwise in a participant’s stock option agreement or other
agreement with us, if a participant’s service relationship with us, or any affiliate of ours, is terminated “for cause,” all stock
options (whether vested or unvested) held by the participant will terminate upon the date of the participant’s termination of
service and the participant will be prohibited from exercising any stock option as of such termination date. Except as
explicitly provided otherwise in a participant’s stock option agreement or other agreement with us, if a participant’s service
relationship with us, or any affiliate of ours, ceases for any other reason other than a “for cause” termination or due to the
participant’s death or disability, the participant may exercise any vested stock options for up to 90 days after the date the
service relationship ends. Under the Amended and Restated 2007 Plan, the stock option term may be extended in the event
that exercise of the stock option following termination of service is prohibited by applicable securities laws or would subject
the participant to short-swing liability under the Securities Exchange Act of 1934, as amended. In no event may a stock
option be exercised after its original expiration date.
Acceptable forms of consideration for the purchase of our common stock pursuant to the exercise of a stock option
under the Amended and Restated 2007 Plan will be determined by the Plan Administrator and may include: (i) cash, check,
bank draft, money order, or electronic funds transfer; (ii) payment pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board; (iii) a net exercise feature (for NSOs only); or (iv) other legal consideration
approved by the Plan Administrator.
Stock options granted under the Amended and Restated 2007 Plan may become exercisable in cumulative increments,
or “vest,” as determined by the Plan Administrator at the rate specified in the stock option agreement. Shares covered by
different stock options granted under the Amended and Restated 2007 Plan may be subject to different vesting schedules
as the Plan Administrator may determine. The Plan Administrator also has flexibility to provide for accelerated vesting of
stock awards in certain events. In the event that a participant’s continuous service terminates due to death, all of the
participant’s outstanding stock options will become fully vested and exercisable as of such termination date.