NVIDIA 2013 Annual Report Download - page 124

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applicable) at or prior to the effective time of the Change in Control, and any reacquisition or repurchase
rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness
of the Change in Control).
(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 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 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 Change in Control; 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 Change in Control.
(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability
upon or after a Change in Control as may be provided in the Stock Award Agreement for such Stock Award
or as may be provided in any other written agreement between the Company or any Affiliate and the
Participant. A Stock Award may vest as to all or any portion of the shares subject to the Stock Award (i)
immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed,
continued, or substituted by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event
a Participant’s Continuous Service is terminated, actually or constructively, within a designated period
following the occurrence of a Change in Control, but in the absence of such provision, no such acceleration
will occur.
10. Termination or Suspension of the Plan.
(a) Plan Term. Unless sooner terminated by the Board pursuant to Section 2, the Plan will automatically terminate
on the day before the tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized
Committee, or (ii) the date the Plan is approved by the stockholders of the Company. The Board may suspend the Plan at
anytime. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.
11. Effective Date of Plan.
This Plan will become effective on the Effective Date.
12. Choice of Law.
The law of the State of Delaware will govern all questions concerning the construction, validity and interpretation of
this Plan, without regard to that state’s conflict of laws rules.
13. Definitions.
As used in the Plan, the following definitions will apply to the capitalized terms indicated below:
(a) “Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are
defined in Rule 405 of the Securities Act. The Board will have the authority to determine the time or times at which “parent”
or “subsidiary” status is determined within the foregoing definition.