NVIDIA 2013 Annual Report Download - page 113

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issuance under the Plan. If the exercise price of any Stock Award is satisfied by tendering shares of
CommonStock held by the Participant (either by actual delivery or attestation), then the number of shares
so tendered shall not remain available for subsequent issuance under the Plan.
(c) Incentive Stock Option Limit. Notwithstanding anything to the contrary in this Section 3(d), subject to the
provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common
Stock that may be issued pursuant to the exercise of Incentive Stock Options under the Plan (including Incentive Stock
Options granted under the Prior Plans) will be 250,000,000 shares of Common Stock.
(d) Section 162(m) Limitations. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, at
such time as the Company may be subject to the applicable provisions of Section 162(m) of the Code, no Participant will
be eligible to be granted during any fiscal year:
(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by reference to an
increase over an exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on
the date the Stock Award is granted covering more than 2,000,000 shares of Common Stock;
(ii) Performance Stock Awards covering more than 2,000,000 shares of Common Stock; and
(iii) Performance Cash Award with a value of more than $6,000,000.
If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit.
If a Performance Stock Award could be paid out in cash, it will count only against the Performance Stock Award limit.
(e) Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired
Common Stock, including shares repurchased by the Company on the open market or otherwise.
4. Eligibility.
(a) Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company
or a “parent corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of
the Code). Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants;
provided, however, that Stock Awards may not be granted to Employees, Directors and Consultants who are providing
Continuous Service only to any “parent” of the Company, as such term is defined in Rule 405 of the Securities Act, unless
(i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for
example, because the Stock Awards are granted pursuant to a corporate transaction such as a spin off transaction), (ii) the
Company, in connection with its legal counsel, has determined that such Stock Awards are otherwise exempt from Section
409A of the Code, or (iii) the Company, in connection with its legal counsel, has determined that such Stock Awards comply
with the distribution requirements of Section 409A of the Code.
(b) Ten Percent Stockholders. A Ten Percent Stockholder will not be granted an Incentive Stock Option unless the
exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and
the Option is not exercisable after the expiration of five (5) years from the date of grant.
(c) Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8
Registration Statement under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is
available to register either the offer or the sale of the Company’s securities to such Consultant because of the nature of the
services that the Consultant is providing to the Company, because the Consultant is a natural person, or because of any other
rule governing the use of Form S-8.