NVIDIA 2010 Annual Report Download - page 156

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(c) Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional shares of Common
Stock shall be created pursuant to this Section 3. The Board shall, in its discretion, determine an equivalent benefit for any fractional
shares or fractional shares that might be created by the adjustments referred to in this Section 3.
4. SECURITIES LAW COMPLIANCE . You may not be issued any shares under your Award unless either (a) the shares
are registered under the Securities Act; or (b) the Company has determined that such issuance would be exempt from the registration
requirements of the Securities Act. Your Award also must comply with other applicable laws and regulations governing the Award,
and you will not receive such shares if the Company determines that such receipt would not be in material compliance with such laws
and regulations.
5. LIMITATIONS ON TRANSFER . Your Award is not transferable, except by will or by the laws of descent and
distribution. In addition to any other limitation on transfer created by applicable securities laws, you agree not to assign, hypothecate,
donate, encumber or otherwise dispose of any interest in any of the shares of Common Stock subject to the Award until the shares are
issued to you in accordance with Section 6 of this Agreement. After the shares have been issued to you, you are free to assign,
hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance
with the provisions herein and applicable securities laws. Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be
entitled to receive any distribution of Common Stock to which you were entitled at the time of your death pursuant to this Agreement.
6. DATE OF ISSUANCE.
(a) Subject to Section 10, if applicable, the Company will deliver to you a number of shares of the Company’s
Common Stock equal to the number of vested shares subject to your Award, including any additional shares received pursuant to
Section 3 above that relate to those vested shares on the applicable vesting date(s). However, if a scheduled delivery date falls on a
date that is not a business day, such delivery date shall instead fall on the next following business day.
(b) Notwithstanding the foregoing, in the event that you are subject to the Company’s policy permitting employees,
contractors or consultants to sell shares only during certain “window” periods, in effect from time to time or you are otherwise
prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by your Award are
scheduled to be delivered on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable
to you, as determined by the Company in accordance with such policy, or does not occur on a date when you are otherwise permitted
to sell shares of the Company’s Common Stock on the open market, and the Company elects (i) not to satisfy its tax withholding
obligations by withholding shares from your distribution, or (ii) not to permit you to enter into a “same day sale” commitment with a
broker-dealer pursuant to Section 10(a)(iii) of this Agreement (including but not limited to a commitment under a previously
established Company-approved 10b5-1 plan), then such shares shall not be delivered on such Original Distribution Date and shall
instead be delivered on the first business day of the next occurring open “window period” applicable to you pursuant to such policy
(regardless of whether you are still providing Continuous Services at such time) or the next business day when you are not prohibited
from selling shares of the Company’s Common Stock in the open market, but in no event later than the fifteenth (15th) day of the third
calendar month of the calendar year following the calendar year in which the Original Distribution Date occurs. The form of such
delivery (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company. In all cases, the
delivery of shares under this Award is intended to comply with U.S. Treasury Regulation Section 1.409A-1(b)(4) and shall be
construed and administered in such a manner.
Source: NVIDIA CORP, 10-K, March 18, 2010 Powered by Morningstar® Document Research℠