NVIDIA 2013 Annual Report Download - page 116

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termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified
herein or in the Award Agreement (as applicable), the Option or SAR will terminate.
(h) Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s
Continuous Service (other than for Cause or upon the Participant’s death or Disability) would either (i) be prohibited solely
because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, or
(ii) subject the Participant to short-swing liability under Section 16(b) of the Exchange Act due to a transaction engaged in
by the Participant prior to his or her termination of Continuous Service, then the Option or SAR will terminate on the earlier
of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous Service during which the
exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the
Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Option
or SAR as set forth in the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion
of the Board.
(i) Disability of Participant. 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 as a result of the
Participant’s Disability, the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled
to exercise such Option or SAR as of the date of termination of Continuous Service), but only within such period of time
ending on the earlier of (i) the date 12 months following such termination of Continuous Service, or (ii) the expiration of
the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant
does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the
Option or SAR will terminate.
(j) Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement
between the Participant and the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of
the Participant’s death (which termination event will give rise to acceleration of vesting as described in Section 5(f) above),
or (ii) the Participant dies within the period (if any) specified in the Award Agreement after the termination of the Participant’s
Continuous Service for a reason other than death (which event will not give rise to acceleration of vesting as described in
Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled to exercise such
Option or SAR as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise the Option
or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant’s death, but
only within the period ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of
the term of such Option or SAR as set forth in the Award Agreement. If, after the Participant’s death, the Option or SAR
is not exercised within the time specified herein or in the Award Agreement (as applicable), the Option or SAR will terminate.
(k) Termination for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other
individual written agreement between the Company or any Affiliate and the Participant, if a Participant’s Continuous Service
is terminated for Cause, the Option or SAR will terminate immediately upon such Participant’s termination of Continuous
Service, and the Participant will be prohibited from exercising his or her Option or SAR from and after the time of such
termination of Continuous Service.
(l) Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for purposes
of the Fair Labor Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least
six (6) months following the date of grant of the Option or SAR (although the Award may vest prior to such date). Consistent
with the provisions of the Worker Economic Opportunity Act, (i) if such non-exempt Employee dies or suffers a Disability,
(ii) upon a Corporate Transaction in which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change
in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the Participant’s Award Agreement or
in another agreement between the Participant and the Company, or, if no such definition, in accordance with the Company’s
then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier
than six (6) months following the date of grant. The foregoing provision is intended to operate so that any income derived
by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her
regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic Opportunity Act to