NVIDIA 2005 Annual Report Download - page 104

extent provided in the Option Agreement. If the Nonstatutory Stock Option does not provide for transferability, then the Nonstatutory
Stock Option shall not be transferable except by will or by the laws of descent and distribution, and shall be exercisable during the
lifetime of the person to whom the Option is granted only by such person. Notwithstanding the foregoing provisions of subsection
6(f), the person to whom the Option is granted may, by delivering written notice to the Company, in a form satisfactory to the
Company, designate a third party who, in the event of the death of the Optionee, shall thereafter be entitled to exercise the Option.
(e) Vesting. The total number of shares of stock subject to an Option may, but need not, be allotted in periodic installments (which
may, but need not, be equal). The Option Agreement may provide that from time to time during each of such installment periods, the
Option may become exercisable ("vest") with respect to some or all of the shares allotted to that period, and may be exercised with
respect to some or all of the shares allotted to such period and/or any prior period as to which the Option became vested but was not
fully exercised. The Option may be subject to such other terms and conditions on the time or times when it may be exercised which
may be based upon performance or other criteria as the Board may deem appropriate. The provisions of this subsection 6(e) are
subject to any Option provisions governing the minimum number of shares as to which an Option may be exercised.
(f) Minimum Vesting Prior To The Listing Date. Notwithstanding the foregoing subsection, Options granted prior to the Listing
Date shall provide for vesting of the total number of shares at a rate of at least twenty percent (20%) per year over five (5) years from
the date the Option was granted, subject to reasonable conditions such as continued employment. However, in the case of such
Options granted to officers, directors or consultants (within the meaning of Section 260.140.41 of Title 10 of the California Code of
Regulations), the Option may become fully exercisable, subject to reasonable conditions such as continued employment, at any time
or during any period established by the Company; for example, the vesting provision of the Option may provide for vesting of less
than twenty percent (20%) per year of the total number of shares subject to the Option.
(g) Termination Of Continuous Service. In the event an Optionee's Continuous Service terminates (other than upon the Optionee's
death or disability), the Optionee may exercise his or her Option (to the extent that the Optionee was entitled to exercise it at the date
of termination) but only within such period of time ending on the earlier of (i) the date three (3) months after the termination of the
Optionee's Continuous Service (or such longer or shorter period specified in the Option Agreement, which, for Options granted prior
to the Listing Date, shall not be less than thirty (30) days unless such termination is for cause), or (ii) the expiration of the term of the
Option as set forth in the Option Agreement. If, after termination, the Optionee does not exercise his or her Option within the time
specified in the Option Agreement, the Option shall terminate, and the shares covered by such Option shall revert to and again become
available for issuance under the Plan.
(h) Disability Of Optionee. In the event an Optionee's Continuous Service terminates as a result of the Optionee's disability, the
Optionee may exercise his or her Option, (to the extent such Optionee was entitled to exercise it at the date of termination) but only
within such period of time ending on the earlier of (i) the date twelve (12) months following such termination (or such longer or
shorter period specified in the Option Agreement, which, for Options granted prior to the Listing Date, shall not be less than six (6)
months) or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, at the date of termination, the
Optionee is not entitled to exercise his or her entire Option, the shares covered by the unexercisable portion of the Option shall revert
to and again become available for issuance under the Plan. If, after termination, the Optionee does not exercise his or her Option
within the time specified herein, the Option shall terminate, and the shares covered by such Option shall revert to and again become
available for issuance under the Plan.
(i) Death Of Optionee. In the event of the death of an Optionee during, or within a period specified in the Option after the
termination of, the Optionee's Continuous Status as an Employee, Director, or Consultant, the Option may be exercised (to the extent
the Optionee was entitled to exercise the Option at the date of death) by the Optionee's estate, by a person who acquired the right to
exercise the Option by bequest or inheritance or by a person designated to exercise the option upon the Optionee's death pursuant to
subsection 6(d), but only within the period ending on the earlier of (i) the date eighteen (18) months following the date of death (or
such longer or shorter period specified in the Option Agreement, which, for Options granted prior to the Listing Date, shall not be less
than six (6) months), or (ii) the expiration of the term of such Option as set forth in the Option Agreement. If, at the time of death, the
Optionee was not entitled to exercise his or her entire Option, the shares covered by the unexercisable portion of the Option shall
revert to and again become available for issuance under the Plan. If, after death, the Option is not exercised within the time specified
herein, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance
under the Plan.
(j) Early Exercise. The Option may, but need not, include a provision whereby the Optionee may elect at any time before the
Optionee's Continuous Service terminates to exercise the Option as to any part or all of the shares subject to the Option prior to the
full vesting of the Option. Subject to the repurchase option limitations specified in subsection 11(h), any unvested shares so purchased
may be subject to a repurchase right in favor of the Company or to any other restriction the Board determines to be appropriate.
(k) Re−Load Options. Without in any way limiting the authority of the Board or Committee to make or not to make grants of
Options hereunder, the Board or Committee shall have the authority (but not an obligation) to include as part of any Option
Agreement a provision entitling the Optionee to a further Option (a "Re−Load Option") in the event the Optionee exercises the Option
evidenced by the Option agreement, in whole or in part, by surrendering other shares of Common Stock in accordance with this Plan
and the terms and conditions of the Option Agreement. Any such Re−Load Option (i) shall be for a number of shares equal to the
number of shares surrendered as part or all of the exercise price of such Option; (ii) shall have an expiration date which is the same as
the expiration date of the Option the exercise of which gave rise to such Re−Load Option; and (iii) shall have an exercise price which
is equal to one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Re−Load Option on the date of
exercise of the original Option or, in the case of a Re−Load Option which is an Incentive Stock Option and which is granted to a ten
percent (10%) shareholder (as described in subsection 5(c)), shall have an exercise price which is equal to one hundred ten percent