NVIDIA 2010 Annual Report Download - page 157

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7. DIVIDENDS. You shall receive no benefit or adjustment to your Award with respect to any cash dividend, stock
dividend or other distribution that does not result from a Capitalization Adjustment; provided, however, that this sentence shall not
apply with respect to any shares of Common Stock that are delivered to you in connection with your Award after such shares have
been delivered to you.
8. RESTRICTIVE LEGENDS. The shares issued under your Award shall be endorsed with appropriate legends if
determined by the Company that legends are required under applicable law or otherwise.
9. AWARD NOT A SERVICE CONTRACT.
(a) Your Continuous Service with the Company or an Affiliate is not for any specified term and may be terminated
by you or by the Company or an Affiliate at any time, for any reason, with or without cause and with or without notice. Nothing in
this Agreement (including, but not limited to, the vesting of your Award pursuant to the schedule set forth in Section 2 herein or the
issuance of the shares subject to your Award), the Plan or any covenant of good faith and fair dealing that may be found implicit in
this Agreement or the Plan shall: (i) confer upon you any right to continue in the employ of, or affiliation with, the Company or an
Affiliate; (ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions,
future work assignments, future compensation or any other term or condition of employment or affiliation; (iii) confer any right or
benefit under this Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this Agreement or
Plan; or (iv) deprive the Company or an Affiliate of the right to terminate you at will and without regard to any future vesting
opportunity that you may have.
(b) By accepting this Award, you acknowledge and agree that the right to continue vesting in the Award pursuant to
the schedule set forth in Section 2 is earned only by continuing as an Employee, Director or Consultant at the will of the Company or
an Affiliate (not through the act of being hired, being granted this Award or any other award or benefit) and that the Company has the
right to reorganize, sell, spin-out or otherwise restructure one or more of its businesses or Affiliates at any time or from time to time,
as it deems appropriate (a “reorganization”). You further acknowledge and agree that such a reorganization could result in the
termination of your Continuous Service, or the termination of Affiliate status of your employer and the loss of benefits available to
you under this Agreement, including but not limited to, the termination of the right to continue vesting in the Award. You further
acknowledge and agree that this Agreement, the Plan, the transactions contemplated hereunder and the vesting schedule set forth
herein or any covenant of good faith and fair dealing that may be found implicit in any of them do not constitute an express or implied
promise of continued engagement as an Employee, Director or Consultant for the term of this Agreement, for any period, or at all, and
shall not interfere in any way with your right or the Company’s or an Affiliate’s right to terminate your Continuous Service at any
time, with or without cause and with or without notice.
Source: NVIDIA CORP, 10-K, March 18, 2010 Powered by Morningstar® Document Research℠