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Exhibit 99.7
NVIDIA CORPORATION
NONSTATUTORY STOCK OPTION
2000 NONSTATUTORY EQUITY INCENTIVE PLAN
TERMS and CONDITIONS of STOCK OPTION
This document sets forth the terms of a Stock Option (the "Option") granted
by NVIDIA Corporation, a Delaware corporation (the "Company"), pursuant to its
2000 Nonstatutory Equity Incentive Plan (the "Plan"). The Option is evidenced
by a Certificate of Stock Option Grant ("Certificate") displayed at the website
of AST StockPlan, Inc. 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 ("Grantee"), the specific
details of the grant, and Grantee's electronic acceptance of the Certificate at
the website of AST StockPlan, Inc.
The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's employees
(excluding officers, directors and major stockholders) and consultants.
The details of your option are as follows:
1. The total number of shares of Common Stock subject to the Option are
set forth in the Certificate. The Option is not intended to qualify as an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). Subject to the limitations
contained herein, the Option shall be exercisable with respect to each
installment indicated in the Certificate on or after the date of vesting
applicable to such installment, as set forth in the Certificate.
2. (a) The exercise price of the Option is set forth in the Certificate.
(b) Payment of the exercise price per share is due in full upon
exercise of all or any part of each installment that has accrued to you. You
may elect, to the extent permitted by applicable statutes and regulations, to
make payment of the exercise price under one of the following alternatives:
(i) Payment of the exercise price per share in cash
(including check) at the time of exercise;
(ii) Payment pursuant to a program developed under
Regulation T as promulgated by the Federal Reserve Board which results in the
receipt of cash (or check) by the Company prior to the issuance of Common Stock;
or
(iii) Payment by a combination of the methods of payment
permitted by subparagraph 2(b)(i) through 2(b)(ii) above.
3. The Option may not be exercised for any number of shares that would
require the issuance of anything other than whole shares.
4. Notwithstanding anything to the contrary contained herein, the Option
may not be exercised unless the shares issuable upon its exercise are then
registered under the Securities Act of 1933, as amended (the "Securities
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Act"), or, if such shares are not then so registered, the Company has determined
that such exercise and issuance would be exempt from the registration
requirements of the Securities Act.
5. The term of the Option commences on the date set forth in the
Certificate and, unless sooner terminated as set forth below or in the Plan,
terminates on the Option Expiration Date set forth on the Certificate. In no
event shall the Option Expiration Date be more than ten (10) years from the date
the Option is granted, and the Option may not be exercised after the Option
Expiration Date. The Option shall terminate prior to the Option Expiration
Date, as follows: three (3) months after the termination of your Continuous
Service (as defined in the Plan) for any reason or for no reason unless:
(a) such termination of your Continuous Service is due to your
permanent and total disability (within the meaning of Section 422(c)(6) of the
Code), in which event the Option shall terminate on the earlier of the Option
Expiration Date or twelve (12) months following such termination of your
Continuous Service; or
(b) such termination of your Continuous Service is due to your
death, in which event the Option shall terminate on the earlier of the Option
Expiration Date or eighteen (18) months after your death; or
(c) during any part of such three (3) month period the Option is
not exercisable solely because of the condition set forth in paragraph 4 above,
in which event the Option shall not terminate until the earlier of the Option
Expiration Date or until it shall have been exercisable for an aggregate period
of three (3) months after the termination of your Continuous Service.
However, the Option may be exercised following termination of your
Continuous Service only as to that number of shares as to which it was
exercisable on the date of termination of your Continuous Service.
6. (a) The Option may be exercised, 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, or to such other person
as the Company may designate, during regular business hours, together with such
additional documents as the Company may then require pursuant to the Plan.
(b) By exercising the Option you agree that the Company may require
you to enter an arrangement providing for the cash payment by you to the Company
of any tax withholding obligation of the Company arising by reason of: (i) the
exercise of the Option; (ii) the lapse of any substantial risk of forfeiture to
which the shares are subject at the time of exercise; or (iii) the disposition
of shares acquired upon such exercise.
7. The Option is not transferable, except by will or by the laws of
descent and distribution, and is exercisable during your life only by you. By
delivering written notice to the Company, in a form satisfactory to the Company,
you may designate a third party who, in the event of your death, shall
thereafter be entitled to exercise the Option.
8. The Option is not an employment contract and nothing in the Option
shall be deemed to create in any way whatsoever any obligation on your part to
continue in the employ of the Company, or of the Company to continue your
employment with the Company. In the event that the Option is granted to you in
connection with the performance of services as a consultant, references to
employment, employee and similar terms shall be deemed to include the
performance of services as a consultant, provided, however, that no rights as an
employee shall arise by reason of the use of such terms.
9. Any notices provided for in the Option or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of
notices delivered by the Company to you, five (5) days after deposit in the
United States mail, postage prepaid, addressed to you at the address specified
below or at such other address as you hereafter designate by written notice to
the Company.
10. The Option is subject to all the provisions of the Plan, a copy of
which is available at the website of AST StockPlan, Inc., and its provisions are
hereby made a part of the Option, including without limitation the
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provisions of Section 6 of the Plan relating to option provisions, and is
further subject to all interpretations, amendments, rules and regulations which
may from time to time be promulgated and adopted pursuant to the Plan. In the
event of any conflict between the provisions of the Option and those of the
Plan, the provisions of the Plan shall control.
IN WITNESS WHEREOF, the parties hereunto set their hands as of the date the
Certificate is accepted on the website of AST StockPlan.
NVIDIA CORPORATION
Jen-Hsun Huang
President and Chief Executive Officer
GRANTEE
(Acceptance designated electronically at
the website of AST StockPlan.)
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