NVIDIA 2013 Annual Report Download - page 118

A-10
of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration
that may be acceptable to the Board in its sole discretion and permissible under applicable law.
(ii) Vesting. At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions
or conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate;
provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a result
of his or her death, then the Restricted Stock Unit Award will become fully vested as of the date of termination
of Continuous Service.
(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their
cash equivalent, any combination thereof or in any other form of consideration, as determined by the Board
and contained in the Restricted Stock Unit Award Agreement.
(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems
appropriate, may impose such restrictions or conditions that delay the delivery of the shares of Common
Stock (or their cash equivalent) subject to a Restricted Stock Unit Award to a time after the vesting of such
Restricted Stock Unit Award.
(v) Dividend Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered
by a Restricted Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit
Award Agreement. At the sole discretion of the Board, such dividend equivalents may be converted into
additional shares of Common Stock covered by the Restricted Stock Unit Award in such manner as
determined by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by
reason of such dividend equivalents or the cash amount of any such credited dividend equivalents that are
not converted into additional shares will be subject to all of the same terms and conditions of the underlying
Restricted Stock Unit Award Agreement to which they relate.
(vi) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable
Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested
will be forfeited upon the Participant’s termination of Continuous Service.
(c) Performance Awards.
(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that
may be granted, vest or exercised) contingent upon the attainment during a Performance Period of certain
Performance Goals. A Performance Stock Award may require the completion of a specified period of
Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his or her
death, then the Performance Stock Award will be deemed to have been earned at 100% of the target level
of performance, will be fully vested, as of the date of death, and shares thereunder will be issued promptly
following the date of death. The length of any Performance Period, the Performance Goals to be achieved
during the Performance Period, and the measure of whether and to what degree such Performance Goals
have been attained will be conclusively determined by the Committee (or, to the extent that an Award is not
intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board),
in its sole discretion. In addition, to the extent permitted by applicable law and the applicable Award
Agreement, the Board or the Committee, as applicable, may determine that cash may be used in payment
of Performance Stock Awards.
(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon
the attainment during a Performance Period of certain Performance Goals. A Performance Cash Award may
also require the completion of a specified period of Continuous Service. The length of any Performance
Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether
and to what degree such Performance Goals have been attained will be conclusively determined by the