NVIDIA 2013 Annual Report Download - page 119

A-11
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. The Board or the Committee, as
applicable, may provide for or, subject to such terms and conditions as the Board or the Committee, as
applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award
to be deferred to a specified date or event. The Board or the Committee, as applicable, may specify the
form of payment of Performance Cash Awards, which may be cash or other property, or may provide for a
Participant to have the option for his or her Performance Cash Award, or such portion thereof as the Board
or the Committee, as applicable, may specify, to be paid in whole or in part in cash or other property. In
addition, to the extent permitted by applicable law and the applicable Award Agreement, the Board or the
Committee, as applicable, may determine that Common Stock authorized under this Plan may be used in
payment of Performance Cash Awards, including additional shares in excess of the Performance Cash Award
as an inducement to hold shares of Common Stock.
(iii) Section 162(m) Compliance. Unless otherwise permitted in compliance with the requirements of Section
162(m) of the Code with respect to any Award intended to qualify as “performance-based compensation”
thereunder, the Committee will establish the Performance Goals applicable to, and the formula for calculating
the amount payable under, the Award no later than the earlier of (a) the date 90 days after the commencement
of the applicable Performance Period, and (b) the date on which 25% of the Performance Period has elapsed,
and in any event at a time when the achievement of the applicable Performance Goals remains substantially
uncertain. Prior to the payment of any compensation under an Award intended to qualify as “performance-
based compensation” under Section 162(m) of the Code, the Committee will certify the extent to which any
Performance Goals and any other material terms under such Award have been satisfied (other than in cases
where such relate solely to the increase in the value of the Common Stock). With respect to any Award
intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee
may reduce or eliminate the compensation or economic benefit due upon the attainment of the applicable
Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion,
may determine.
(d) Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based
on, Common Stock, including the appreciation in value thereof may be granted either alone or in addition to Stock Awards
provided for under Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board
will have sole and complete authority to determine the persons to whom and the time or times at which such Other Stock
Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to
such Other Stock Awards and all other terms and conditions of such Other Stock Awards; provided, however, that in all
cases, in the event a Participant’s Continuous Service terminates as a result of his or her death, then any Other Stock Awards
held by such Participant will become fully vested as of the date of termination of Continuous Service.
7. Covenants of the Company.
(a) Availability of Shares. During the terms of the Stock Awards, the Company will keep available at all times the
number of shares of Common Stock reasonably required to satisfy such Stock Awards.
(b) Securities Law Compliance. The Company will seek to obtain from each regulatory commission or agency
having jurisdiction over the Plan, or any offerings made under the Plan, such authority as may be required to grant Stock
Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided, however, that this
undertaking will not require the Company to register under the Securities Act the Plan, any Stock Award or any Common
Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if the cost or efforts to obtain
the approval is unreasonable in relation to the value of the benefits to be provided under the Plan, as determined by the
Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from
any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful
issuance and sale of Common Stock under the Plan, the Company will be relieved from any liability for failure to issue and
sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. A Participant will not