NVIDIA 2013 Annual Report Download - page 127

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(l) “Consultant” means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render
consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors
of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a fee for such
service, will not cause a Director to be considered a “Consultant” for purposes of the Plan.
(m) “Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an
Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders
service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the
Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the
Company or an Affiliate, will not terminate a Participant’s Continuous Service; provided, however, that if the Entity for
which a Participant is rendering services ceases to qualify as an “Affiliate” as determined by the Board in its sole discretion,
such Participant’s Continuous Service will be considered to have terminated on the date such Entity ceases to qualify as an
Affiliate. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole
discretion, may determine whether Continuous Service will be considered interrupted in the case of: (i) any leave of absence
approved by the Board of the chief executive officer of the Company, including sick leave, military leave or any other
personal leave; or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, and
except as otherwise required by applicable law or as otherwise determined by the Committee, a leave of absence will be
treated as Continuous Service for purposes of vesting in an Award only on those days on which the Participant is using
Company-paid vacation time and floating holidays and for the first 90 days of leave during which the Participant is not
being paid through such vacation time and floating holidays. In addition, to the extent required for exemption from or
compliance with Section 409A of the Code, the determination of whether there has been a termination of Continuous Service
will be made, and such term will be construed, in a manner that is consistent with the definition of “separation from service”
as defined under Treasury Regulation Section 1.409A-1(h) (without regard to any alternative definition thereunder).
(n) “Corporate Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any
one or more of the following events:
(i) the consummation of a sale or other disposition of all or substantially all, as determined by the Board in its
sole discretion, of the consolidated assets of the Company and its Subsidiaries;
(ii) the consummation of a sale or other disposition of at least 50% of the outstanding securities of the Company,
in the case of Awards granted on or after the date of the Annual Meeting of Stockholders in 2012, and at
least 90% of the outstanding securities of the Company, in the case of Awards granted prior to the date of
the Annual Meeting of Stockholders in 2012;
(iii) the consummation of a merger, consolidation or similar transaction following which the Company is not
the surviving corporation; or
(iv) the consummation of a merger, consolidation or similar transaction following which the Company is the
surviving corporation but the shares of Common Stock outstanding immediately preceding the merger,
consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or
similar transaction into other property, whether in the form of securities, cash or otherwise.
To the extent required for compliance with Section 409A of the Code, in no event will an event be deemed a Corporate
Transaction if such transaction is not also a “change in the ownership or effective control of” the Company or “a change in
the ownership of a substantial portion of the assets of” the Company as determined under Treasury Regulation Section
1.409A-3(i)(5) (without regard to any alternative definition thereunder).
(o) “Covered Employee” will have the meaning provided in Section 162(m)(3) of the Code and the regulations
promulgated thereunder.
(p) “Director” means a member of the Board.