NVIDIA 2010 Annual Report Download - page 155

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ATTACHMENT I
NVIDIA CORPORATION
2007 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
Pursuant to the Restricted Stock Unit Grant Notice (“Grant Notice”) and this Restricted Stock Unit Agreement (the
“Agreement”), NVIDIA Corporation (the “Company”) has awarded you a Restricted Stock Unit Award (the “ Award”) under its 2007
Equity Incentive Plan (the “Plan”). Your Award is granted to you effective as of the Date of Grant set forth in the Grant Notice for
this Award. This Agreement shall be deemed to be agreed to by the Company and you upon the signing by you of the Grant Notice to
which it is attached. Defined terms not explicitly defined in this Agreement shall have the same meanings given to them in the
Plan. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan shall control. The details of
your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows.
1. GRANT OF THE AWARD. This Award represents the right to be issued on a future date the number of shares of the
Company’s Common Stock as indicated in the Grant Notice. As of the Date of Grant, the Company will credit to a bookkeeping
account maintained by the Company for your benefit (the “Account”) the number of shares of Common Stock subject to the
Award. Except as otherwise provided herein, you will not be required to make any payment to the Company (other than past and
future services to the Company or an Affiliate) with respect to your receipt of the Award, the vesting of the shares or the delivery of
the underlying Common Stock.
2. VESTING . Subject to the limitations contained herein, your Award will vest, if at all, in accordance with the vesting
schedule provided in the Grant Notice, provided that vesting will cease upon the termination of your Continuous Service unless due to
your death, in which case this Award will be fully vested. Upon such termination of your Continuous Service, the shares credited to
the Account that were not vested on the date of such termination will be forfeited at no cost to the Company and you will have no
further right, title or interest in or to such underlying shares of Common Stock. Notwithstanding the foregoing, if your Continuous
Service terminates due to your death, this Award will be fully vested as of the date of death and shares will be issued to your heirs or
legal representatives as soon as practicable following death.
3. NUMBER OF SHARES.
(a) The number of shares subject to your Award may be adjusted from time to time for Capitalization Adjustments,
as provided in the Plan.
(b) Any shares, cash or other property that becomes subject to the Award pursuant to this Section 3, if any, shall be
subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner
of delivery as applicable to the other shares covered by your Award.
Source: NVIDIA CORP, 10-K, March 18, 2010 Powered by Morningstar® Document Research℠