NVIDIA 2013 Annual Report Download - page 125

A-17
(b) “Award” means a Stock Award or a Performance Cash Award.
(c) “Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and
conditions of an Award.
(d) “Board” means the Board of Directors of the Company.
(e) “Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the
Common Stock subject to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration
by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend
in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate
structure or any similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board
Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion
of any convertible securities of the Company will not be treated as a Capitalization Adjustment.
(f) “Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity
awards and contains a definition of “Cause,” the definition of “Cause” in the applicable agreement, or (ii) if a Participant
is not party to any such agreement, such Participant’s termination because of (A) any willful, material violation by the
Participant of any law or regulation applicable to the business of the Company or an Affiliate, the Participant’s conviction
for, or guilty plea to, a felony or a crime involving moral turpitude, or any willful perpetration by the Participant of a common
law fraud, (B) the Participant’s commission of an act of personal dishonesty that involves personal profit in connection with
the Company or any other entity having a business relationship with the Company, (C) any material breach by the Participant
of any provision of any agreement or understanding between the Company or an Affiliate and the Participant regarding the
terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an Affiliate, including
without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of
such Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of
having a Disability, or a breach of any applicable invention assignment and confidentiality agreement or similar agreement
between the Company or an Affiliate and the Participant, (D) the Participant’s disregard of the policies of the Company or
an Affiliate so as to cause loss, damage or injury to the property, reputation or employees of the Company or an Affiliate,
or (E) any other misconduct by the Participant that is materially injurious to the financial condition or business reputation
of, or is otherwise materially injurious to, the Company or an Affiliate.
(g) “Change in Control” means the occurrence, in a single transaction or in a series of related transactions, of any
one or more of the following events:
(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company
representing more than 50% of the combined voting power of the Company’s then outstanding securities
other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a
Change in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company
by an investor, any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities
in a transaction or series of related transactions the primary purpose of which is to obtain financing for the
Company through the issuance of equity securities, or (B) solely because the level of Ownership held by
any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the
outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the
Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but
for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and
after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that,
assuming the repurchase or other acquisition had not occurred, increases the percentage of the then
outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then
a Change in Control will be deemed to occur;