NVIDIA 2013 Annual Report Download - page 109

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APPENDIX A
NVIDIA Corporation
Amended and Restated 2007 Equity Incentive Plan
Approved by the Compensation Committee: April 24, 2007
Approved by the Stockholders: June 21, 2007
Amended by the Compensation Committee: November 11, 2010
Amended and Restated by the Compensation Committee: March 22, 2012
Approved by the Stockholders: May 17, 2012
Amended and Restated by the Compensation Committee: April 9, 2014
Approved by the Stockholders: [May ___, 2014]
Termination Date: March 21, 2022
1. General.
(a) Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the
NVIDIA Corporation 1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 1998 Non-Employee
Directors’ Stock Option Plan, the NVIDIA Corporation 2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc.
2004 Stock Incentive Plan (together, the “Prior Plans”). Following the Effective Date, no additional stock awards will be
granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the terms of this Plan except as
follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company
anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Employees, Directors or
Consultants who are foreign nationals or are employed outside the United States), the Company may grant stock awards
subject to the terms of the 1998 Plan covering up to an aggregate of 100,000 shares of Common Stock to newly hired
employees of the Company and its Affiliates who are foreign nationals or are employed outside the United States (such
100,000 share reserve, the “Foreign Transition Reserve”). On the Effective Date, all of the shares remaining available for
issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that the issuance of
shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance
of shares upon the exercise or settlement of any awards granted following the Effective Date subject to the terms of the
1998 Plan from the Foreign Transition Reserve) will occur from this Plan and will reduce the number of shares of Common
Stock available for issuance under this Plan as provided in Section 3 below. Any shares of Common Stock subject to
outstanding options and stock awards granted under the Prior Plans that expire or terminate for any reason prior to exercise
or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for issuance pursuant to Stock
Awards granted hereunder in accordance with the provisions of Section 3(b) below. Except as expressly set forth in this
Section 1(a), all options and stock awards granted under the Prior Plans will remain subject to the terms of the Prior Plans
with respect to which they were originally granted.
(b) Eligible Award Recipients. The persons eligible to receive Awards are Employees, Directors and Consultants.
(c) Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (ii)
Nonstatutory Stock Options, (iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights,
(vi) Performance Stock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards.
(d) Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons
eligible to receive Awards as set forth in Section 1(b), to provide incentives for such persons to exert maximum efforts for
the success of the Company and any Affiliate, and to provide a means by which such eligible recipients may be given an
opportunity to benefit from increases in value of the Common Stock through the granting of Stock Awards.