NVIDIA 2016 Annual Report Download - page 133

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exclude the dilutive effects of acquisitions or joint ventures; (12) to exclude the effect of any change in the outstanding
shares of 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; (13) to exclude the effects of the award of bonuses under the Company’s
bonus plans; (14) to exclude any impairment of long-lived assets including goodwill, investments in non-affiliated entities
and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles;
(15) to exclude other events that are significant but not related to ongoing business operations, such as large charitable
donations; (16) to assume that any business divested by the Company achieved performance objectives at targeted levels
during the balance of a Performance Period following such divestiture; (17) to include non-operational credits (i.e., situations
when directly related amounts have not been previously charged to the Company’s results of operations); and (18) 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 Board.
(oo) “Performance Period” means the period of time selected by the 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 Board) over which the
attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and
the payment of a Stock Award or a Performance Cash Award. Performance Periods may be of varying and overlapping
duration, at the sole discretion of the 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 Board).
(pp) “Performance Stock Award” means a Stock Award granted under the terms and conditions of Section 6(c)(i).
(qq) “Plan” means this NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan.
(rr) “Prior Plans” means the NVIDIA Corporation 1998 Equity Incentive Plan, the NVIDIA Corporation 1998 Non-
Employee Directors’ Stock Option Plan, the NVIDIA Corporation 2000 Nonstatutory Equity Incentive Plan, and the
PortalPlayer, Inc. 2004 Stock Incentive Plan, each as in effect immediately prior to the Effective Date.
(ss) “Restricted Stock Award” means an award of shares of Common Stock which is granted pursuant to the terms and
conditions of Section 6(a).
(tt) “Restricted Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted
Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement
will be subject to the terms and conditions of the Plan.
(uu) “Restricted Stock Unit Award” means a right to receive shares of Common Stock (or cash equivalent) which is
granted pursuant to the terms and conditions of Section 6(b).
(vv) “Restricted Stock Unit Award Agreement” means a written agreement between the Company and a holder of a
Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted
Stock Unit Award Agreement will be subject to the terms and conditions of the Plan.
(ww) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect
from time to time.
(xx) “Securities Act” means the Securities Act of 1933, as amended.
(yy) “Stock Appreciation Right” or “SAR” means a right to receive the appreciation on Common Stock that is granted
pursuant to the terms and conditions of Section 5.