NVIDIA 2013 Annual Report Download - page 123

A-15
Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not
assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such
outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or
substituted and that are held by Participants whose Continuous Service has not terminated prior to the
effective time of the Corporate Transaction (referred to as the “Current Participants”), the vesting of such
Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent
upon the effectiveness of the Corporate Transaction) be accelerated in full to a date prior to the effective
time of such Corporate Transaction as the Board will determine (or, if the Board will not determine such a
date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), and
such Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the
Corporate Transaction, and any reacquisition or repurchase rights held by the Company with respect to such
Stock Awards will lapse (contingent upon the effectiveness of the Corporate Transaction).
(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise
stated in the Stock Award Agreement (including an option and stock award agreement subject to the terms
of the Prior Plans, which terms remain applicable as to outstanding options and stock awards thereunder),
in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its
parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar
stock awards for such outstanding Stock Awards, then with respect to Stock Awards that have not been
assumed, continued or substituted and that are held by persons other than Current Participants, the vesting
of such Stock Awards (and, if applicable, the time at which such Stock Award may be exercised) will not
be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares
of Common Stock not subject to the Company’s right of repurchase), upon advance written notice by the
Company of at least five (5) business days to the holders of such Stock Awards, will terminate if not exercised
(if applicable) prior to the effective time of the Corporate Transaction; provided, however, that any
reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate
and may continue to be exercised notwithstanding the Corporate Transaction.
(d) Change in Control.
(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event
of a Change in Control, any surviving corporation or acquiring corporation (or the surviving or acquiring
corporation’s parent company) may assume or continue any or all Stock Awards outstanding under the Plan
or may substitute similar stock awards for Stock Awards outstanding under the Plan (including but not
limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to
the Change in Control), and any reacquisition or repurchase rights held by the Company in respect of
Common Stock issued pursuant to Stock Awards may be assigned by the Company to the successor of the
Company (or the successor’s parent company, if any), in connection with such Change in Control. A surviving
corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a
Stock Award or substitute a similar stock award for only a portion of a Stock Award.
(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award
Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which
terms remain applicable as to outstanding options and stock awards thereunder), in the event of a Change
in Control in which the surviving corporation or acquiring corporation (or its parent company) does not
assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such
outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or
substituted and that are held by Current Participants, the vesting of such Stock Awards (and, if applicable,
the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness of the Change
in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board
will determine (or, if the Board will not determine such a date, to the date that is five business (5) days prior
to the effective time of the Change in Control), and such Stock Awards will terminate if not exercised (if