NVIDIA 2010 Annual Report Download - page 145

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(c) Except as otherwise expressly provided in the Plan (including Section 5(g) of the Plan), if your Continuous
Service terminates for any reason or for no reason, this Option shall be exercisable only to the extent vested on such termination date,
and shall terminate to the extent not exercised on the earlier of the Expiration Date (as defined below) or the date that is ninety (90)
days following the date of termination. However, if your termination of Continuous Service is due to your Disability, this Option shall
terminate to the extent not exercised on the earlier of the Expiration Date or the date that is twelve (12) months following the date of
termination. However, if such termination of Continuous Service is due to your death, or if you die within the period in which this
Option would otherwise be exercisable following your termination date, this Option shall terminate to the extent not exercised on the
earlier of the Expiration Date or the date that is eighteen (18) months following the date of your death.
4. (a) You may exercise this Option, to the extent specified above, by delivering a notice of exercise (in a form designated
by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may
designate, during regular business hours, together with such additional documents as the Company may then require pursuant to the
Plan. You may exercise this Option only for whole shares.
(b) You may elect to pay the exercise price under one of the following alternatives:
(i) Payment in cash or check at the time of exercise;
(ii) Payment pursuant to a program developed under Regulation T as promulgated by the Federal
Reserve Board that, prior to the issuance of Common Stock subject to this Option, results in either the receipt of cash (or check) by the
Company or the receipt of irrevocable instructions issued by you to pay the aggregate exercise price to the Company from the sales
proceeds;
(iii) Provided that at the time of exercise the Company's Common Stock is publicly traded and
quoted regularly in the Wall Street Journal , payment by delivery of already-owned shares of Common Stock, held for the period
required at the time of exercise by the Company, and owned free and clear of any liens, claims, encumbrances or security interests,
which Common Stock shall be valued at its Fair Market Value on the date of exercise; or
(iv) Payment by a combination of the methods of payment specified in subparagraphs (i) through (iii)
above.
(c) By accepting this Option, you agree that the Company may require you to enter an arrangement providing for the cash
payment by you to the Company of any tax-withholding obligation of the Company relating to this Option, including any such
obligation arising by reason of the vesting or exercise of this Option. Notwithstanding anything to the contrary contained herein, you
may not exercise this Option unless the shares issuable upon exercise of this Option are then registered under the Securities Act of
1933, or, if such shares are not then so registered, the Company has determined that such exercise and issuance would be exempt from
the registration requirements of the Securities Act.
Source: NVIDIA CORP, 10-K, March 18, 2010 Powered by Morningstar® Document Research℠