NVIDIA 2013 Annual Report Download - page 115

A-7
SAR. The appreciation distribution payable on the exercise of a SAR will be not greater than an amount equal to the excess
of (A) the aggregate Fair Market Value (on the date of the exercise of the SAR) of a number of shares of Common Stock
equal to the number of Common Stock equivalents in which the Participant is vested under such SAR, and with respect to
which the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation distribution may be
paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined by the
Board and contained in the Award Agreement evidencing such SAR.
(e) Transferability of Options and SARs. The Board may, in its sole discretion, impose such limitations on the
transferability of Options and SARs as the Board will determine. If the Board determines that an Option or SAR will be
transferable, the Option or SAR will contain such additional terms and conditions as the Board deems appropriate. In the
absence of such a determination by the Board to the contrary, the following restrictions on the transferability of Options
and SARs will apply:
(i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of
descent and distribution (or pursuant to subsections (ii) and (iii) below) and will be exercisable during the
lifetime of the Participant only by the Participant; provided, however, that the Board may, in its sole discretion,
permit transfer of the Option or SAR in a manner consistent with applicable tax and securities laws upon
the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be
transferred for consideration.
(ii) Domestic Relations Orders. Notwithstanding the foregoing, subject to the approval of the Board or a duly
authorized Officer, an Option or SAR may be transferred pursuant to a domestic relations order or official
marital settlement agreement; provided, however, that an Incentive Stock Option may be deemed to be a
Nonstatutory Stock Option as a result of such transfer.
(iii) Beneficiary Designation. Notwithstanding the foregoing, subject to the approval of the Board or a duly
authorized Officer, a Participant may, by delivering written notice to the Company, in a form provided by
or otherwise satisfactory to the Company (or the designated broker), designate a third party who, in the
event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and receive
the Common Stock or other consideration resulting from such exercise. In the absence of such a designation,
the executor or administrator of the Participant’s estate (or other party legally entitled to the Option or SAR
proceeds) will be entitled to exercise the Option or SAR and receive the Common Stock or other consideration
resulting from such exercise. However, the Company may prohibit designation of a beneficiary at any time,
including due to any conclusion by the Company that such designation would be inconsistent with the
provisions of applicable laws or difficult to administer.
(f) Vesting Generally. The total number of shares of Common Stock subject to an Option or SAR may vest and
therefore become exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject
to such other terms and conditions on the time or times when it may or may not be exercised (which may be based on the
satisfaction of Performance Goals or other criteria) as the Board may deem appropriate. The vesting provisions of individual
Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates
as a result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination
of Continuous Service. The provisions of this Section 5(f) are subject to any Option or SAR provisions governing the
minimum number of shares of Common Stock as to which an Option or SAR may be exercised.
(g) Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other
agreement between the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other
than for Cause or upon the Participant’s death or Disability), the Participant may exercise his or her Option or SAR (to the
extent that the Participant was entitled to exercise such Award as of the date of termination of Continuous Service) but only
within such period of time ending on the earlier of (i) the date 90 days following the termination of the Participant’s
Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after