NVIDIA CORPORATION
2007 EQUITY INCENTIVE
PLAN
NONSTATUTORY STOCK
OPTION
( Annual Grant - Board Service )
TERMS and CONDITIONS of STOCK
OPTION
This document sets forth the terms
of an Option (the “Option”) granted by NVIDIA
Corporation, a Delaware corporation (the “Company”),
pursuant to its 2007 Equity Incentive Plan (the
“Plan”). The Option is evidenced by a Certificate of
Stock Option Grant (“Certificate”) displayed on the
website of Charles Schwab & Co., Inc. or such other third party
stock administration provider used by the Company from time to time
(the “Website”). The Certificate is hereby incorporated
herein by reference, including without limitation the information
in the Certificate that specifies the person to whom the Option is
granted (“you” or “Grantee”), the specific
details of the Option, and your automatic electronic acceptance of
the Certificate at the Website. Defined terms not
explicitly defined in this Terms and Conditions of Stock Option but
defined in the Plan shall have the same definitions as in the
Plan.
The details of your Option are as
follows:
1. The total number of shares of Common
Stock subject to this Option is set forth in the Certificate. This
Option is not intended to qualify and will not be
treated as an “incentive stock option” within the
meaning of Section 422 of the Internal Revenue Code of 1986, as
amended.
2. The exercise price of this Option is
set forth on the Certificate, and is equal to the Fair Market Value
of the Common Stock on the date of grant of this Option.
3. Subject to the limitations contained
herein, this Option shall vest and be exercisable as
follows:
(a) Quarterly
over the year following the annual meeting of stockholders, subject
to your Continuous Service.
(d) If your Continuous
Service terminates at any time as a result of your death, this
Option shall be immediately fully vested and
exercisable.
(e)
Except as otherwise expressly provided in the Plan (including
Section 5(g) thereof), if your Continuous Service terminates for
any reason or for no reason, this Option shall be exercisable only
to the extent vested on such termination date, and shall terminate
to the extent not exercised on the earlier of the Expiration Date
(as defined below) or the date that is twelve (12) months
following the date of termination. However, if such
termination of Continuous Service is due to your death, or if you
die within the period in which this Option would otherwise be
exercisable following your termination date, this Option shall
terminate to the extent not exercised on the earlier of the
Expiration Date or the date that is eighteen (18) months
following the date of your death.
4. (a)
You
may exercise this Option, to the extent specified above, by
delivering a notice of exercise (in a form designated by the
Company) together with the exercise price to the Secretary of the
Company,
