NVIDIA 2013 Annual Report Download - page 94

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that is categorized as non-operating expense, (e) income tax, (f) depreciation, and (g) amortization; (2) total stockholder
return; (3) return on equity or average stockholder’s equity; (4) return on assets, investment, or capital employed; (5) stock
price; (6) gross profit margin; (7) operating income margin; (8) cash flow from operating activities (including cash flow
from operating activities per share); (9) free cash flow (including free cash flow per share); (10) change in cash and cash
equivalents (or cash flow) (including change in cash and cash equivalents per share (or cash flow per share)); (11) sales or
revenue targets; (12) increases in revenue or product revenue; (13) expenses and cost reduction goals; (14) improvement
in or attainment of expense levels; (15) improvement in or attainment of working capital levels; (16) economic value added
(or an equivalent metric); (17) market share; (18) share price performance; (19) debt reduction; (20) implementation or
completion of projects or processes; (21) customer satisfaction; (22) stockholders’ equity; (23) capital expenditures; (24)
debt levels; (25) workforce diversity; (26) growth of net income or operating income; (27) employee retention; (28) quality
measures; and (29) to the extent that an award is not intended to qualify as “performance-based compensation” under Section
162(m) of the Code, other measures of performance selected by the Plan Administrator.
Performance goals may be based on a company-wide basis, with respect to one or more business units, divisions,
affiliates or business segments, and in either absolute terms or relative to the performance of one or more comparable
companies or the performance of one or more relevant indices. Under the Amended and Restated 2007 Plan, the Compensation
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 Plan Administrator) will be authorized to appropriately make adjustments in the method of calculating
the attainment of performance goals for a performance period as follows, provided that any such adjustments must be
objectively determinable to the extent that the award is intended to qualify as “performance-based compensation” under
Section 162(m) of the Code: (1) to exclude the effects of stock-based compensation (including any modification charges);
(2) to exclude the portion of any legal settlement assigned as past infringement (i.e. the fair value associated with the portion
of settlement that is non-recurring); (3) to exclude restructuring charges (including any costs associated with a reduction in
force and/or shutting down of business operations, such as severance compensation and benefits and the cost to shut down
operating sites/offices); (4) to exclude amortization expenses associated with intangible assets obtained through a business
combination (acquisition or asset purchase); (5) to exclude other costs incurred in connection with acquisitions or divestitures
(including potential acquisitions or divestitures) that are required to be expensed under generally accepted accounting
principles (including any direct acquisition costs that are not associated with providing ongoing future benefit to the combined
company and certain compensation costs associated with an acquisition, such as one-time compensation charges, longer-
term retention incentives, and associated payroll tax charges); (6) to exclude any exchange rate effects; (7) to exclude the
effects of changes to generally accepted accounting principles; (8) to exclude the effects of any statutory adjustments to
corporate tax rates; (9) to exclude the effects of any “extraordinary items” as determined under generally accepted accounting
principles; (10) to exclude the dilutive effects of acquisitions or joint ventures; (11) to exclude the effect of any change in
the outstanding shares of our common stock by reason of any stock dividend or split, stock repurchase, reorganization,
recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or
any distributions to common stockholders other than regular cash dividends; (12) to exclude the effects of the award of
bonuses under our bonus plans; (13) to exclude any goodwill and intangible asset impairment charges that are required to
be recorded under generally accepted accounting principles; (14) to exclude the effect of any other unusual, non-recurring
gain or loss or other extraordinary item, or any charges related to events that are infrequent or unusual in our business
operations; (15) to assume that any business divested by NVIDIA achieved performance objectives at targeted levels during
the balance of a performance period following such divestiture; (16) to include non-operational credits (i.e., situations when
directly related amounts have not been previously charged to our results of operations); and (17) to the extent that an award
is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, to appropriately make
any other adjustments selected by the Plan Administrator.
Other Stock Awards. Other forms of stock awards valued in whole or in part with reference to our common stock may
be granted either alone or in addition to other stock awards under the Amended and Restated 2007 Plan. The Plan
Administrator 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 our common stock to be granted and all other conditions of
such other stock awards. In the event a participant’s continuous service terminates due to death, then any such other stock
awards held by the participant will become fully vested as of the termination date.