NVIDIA 2013 Annual Report Download - page 92

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Generally, a participant may not transfer a stock option granted under the Amended and Restated 2007 Plan other than
by will or the laws of descent and distribution or pursuant to a domestic relations order or an official marital settlement
agreement. However, to the extent permitted under the terms of the applicable stock option agreement, a participant may
designate a beneficiary who may exercise the stock option following the participant’s death.
Limitations on Incentive Stock Options. The aggregate fair market value, determined at the time of grant, of shares of
our common stock with respect to ISOs that are exercisable for the first time by a participant during any calendar year under
all of our stock plans may not exceed $100,000. The stock options or portions of stock options that exceed this limit or
otherwise fail to qualify as ISOs are treated as NSOs. No ISO may be granted to any person who, at the time of the grant,
owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any affiliate unless
the following conditions are satisfied:
• the exercise price of the ISO must be at least 110% of the fair market value of the stock subject to the ISO on the
date of grant; and
• the term of the ISO must not exceed five years from the date of grant.
The aggregate maximum number of shares of common stock that may be issued pursuant to the exercise of ISOs granted
under the Amended and Restated 2007 Plan (including stock options granted as incentive stock options under the Prior
Plans) is 250,000,000 shares.
Restricted Stock Awards. Restricted stock awards may be granted under the Amended and Restated 2007 Plan pursuant
to restricted stock award agreements. A restricted stock award may be granted in consideration for cash, check, bank draft
or money order payable to us, the recipient’s services performed for us or an affiliate of ours, or any other form of legal
consideration acceptable to the Plan Administrator. Shares of our common stock acquired under a restricted stock award
may be subject to forfeiture to us in accordance with a vesting schedule to be determined by the Plan Administrator, provided
that in the event that a participant’s continuous service terminates due to death, the participant’s restricted stock award will
become fully vested as of the termination date. Rights to acquire shares of our common stock under a restricted stock award
may be transferred only upon such terms and conditions as are set forth in the restricted stock award agreement. Except as
otherwise provided in the applicable restricted stock award agreement, restricted stock awards that have not vested will be
forfeited or repurchased upon the participant’s termination of continuous service for any reason. Any dividends paid on
shares of our common stock covered by a restricted stock award will be subject to the same vesting and forfeiture restrictions
as apply to the shares subject to the restricted stock award.
Restricted Stock Unit Awards. Restricted stock unit awards may be granted under the Amended and Restated 2007
Plan pursuant to restricted stock unit award agreements. Payment of any purchase price may be made in any legal form
acceptable to the Plan Administrator. We will settle a payment due to a recipient of a restricted stock unit award by delivery
of shares of our common stock, by cash, by a combination of cash and stock, or in any other form of consideration determined
by the Plan Administrator and set forth in the restricted stock unit award agreement. Restricted stock unit awards may be
subject to vesting in accordance with a vesting schedule to be determined by the Plan Administrator, provided that in the
event that a participant’s continuous service terminates due to death, the participant’s restricted stock unit award will become
fully vested as of the termination date. Except as otherwise provided in the applicable restricted stock unit award agreement,
restricted stock units that have not vested will be forfeited upon the participant’s termination of continuous service for any
reason. Dividend equivalents may be credited in respect of shares of our common stock covered by a restricted stock unit
award, provided that any such dividend equivalents will be subject to the same terms and conditions of the restricted stock
unit award agreement.
Stock Appreciation Rights. Stock appreciation rights may be granted under the Amended and Restated 2007 Plan
pursuant to stock appreciation right agreements. Each stock appreciation right is denominated in common stock share
equivalents. The strike price of each stock appreciation right will be determined by the Plan Administrator but will in no
event be less than 100% of the fair market value of the stock subject to the stock appreciation right at the time of grant. The