EXHIBIT 10.12
NVIDIA CORPORATION
1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION
(COMMITTEE GRANT)
_______________, Optionee:
On __________________, 199___, an option was automatically granted to you
(the "Optionee") pursuant to the NVIDIA Corporation (the "Company") 1998 Non-
Employee Directors' Stock Option Plan (the "Plan") to purchase shares of the
Company's common stock ("Common Stock"). 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 (the "Code").
The grant hereunder is intended to reward you for your forthcoming service
on the _______________ Committee (the "Committee") of the Board of Directors of
the Company in connection with and in furtherance of the Company's compensatory
benefit plan for Non-Employee Directors (as defined 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
_________ (______) shares./1/
2. The exercise price of this option is _________________________
($________) per share, such amount being equal to the Fair Market Value (as
defined in the Plan) of the Common Stock on the date of grant of this option.
3. (a) This option shall vest and become exercisable in full on the one
(1)-year anniversary of the date of grant, provided that, during the entire
period prior to such vesting, you have continuously served as a member of the
Committee and you have attended at least seventy-five percent (75%) of the
regularly scheduled meetings of the Committee.
(b) If your service as a member of the Committee terminates between
the date of grant of this option and the one (1)-year anniversary of the date of
grant of this option due to your disability or death, then this option shall
immediately vest and become exercisable on a monthly pro rata basis, provided
that, during the entire period prior to such vesting, you have continuously
served as a member of the Committee.
_________________
/1/ The total number of shares subject to a Committee Grant shall be five
thousand (5,000) shares unless the Optionee has not served as a Non-Employee
Director for the entire period since the preceding Annual Meeting of
Shareholders of the Company (or since March 30, 1997 if the Committee Grant was
granted on March 30, 1998), in which event the number of shares subject to the
Committee Grant shall be reduced pro rata for each full quarter prior to the
date of grant of the Committee Grant during which the Optionee did not serve as
a Non-Employee Director.
(c) Unless this option sooner vests and becomes exercisable as
provided in subsection 3(a) or subsection 3(b), this option shall vest annually
over the four (4)-year period following the date of grant at the rate of ten
percent (10%) per year for the first three (3) years and seventy percent (70%)
for the fourth (4th) year such that this option shall become fully vested and
exercisable on the four (4)-year anniversary of the date of grant of this
option, provided that, during the entire period prior to each such vesting
installment date, you have continuously served as a Non-Employee Director or
employee or member of the Board of Directors of or consultant to the Company or
any Affiliate of the Company, whereupon this option shall become fully vested
and exercisable in accordance with its terms with respect to that portion of the
shares represented by that installment.
(d) If your service as a Non-Employee Director or employee or member
of the Board of Directors of or consultant to the Company or any Affiliate of
the Company 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 twelve (12) months following the date of termination
of all such service; provided, however, that if such termination of service is
due to your death, this option shall terminate on the earlier of the Expiration
Date or 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, 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 Section 6 of
the Plan. You may exercise this option only for whole shares.
(b) You may elect to pay the exercise price under one of the following
alternatives:
(i) Payment in cash or check at the time of exercise;
(ii) Provided that at the time of the exercise the Common Stock
is publicly traded and quoted regularly in the Wall Street Journal, payment by
delivery of shares of Common Stock already owned by you, held for the period
required to avoid a charge to the Company's reported earnings, and owned free
and clear of any liens, claims, encumbrances or security interest, which Common
Stock shall be valued at its Fair Market Value on the date preceding the date of
exercise;
(iii) 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 either prior to the issuance of shares of the Common
Stock or pursuant to the terms of irrevocable instructions issued by you prior
to the issuance of shares of the Common Stock; or
(iv) Payment by a combination of the methods of payment specified
in subparagraphs (i) through (iii) above.
(c) By exercising this 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 the
exercise of this option.
Notwithstanding anything to the contrary contained herein, you may not exercise
this option unless the shares issuable upon exercise of this option are then
registered under the Securities Act of 1933, as amended (the "Securities 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. This option is not transferable except (i) by will or by the laws of
descent and distribution, (ii) by written designation which takes effect upon
your death, (iii) by written instruction, in a form accepted by the Company, to
your spouse, children, stepchildren, or grandchildren (whether adopted or
natural), to a trust, family limited liability company or family partnership
created solely for the benefit of you and the foregoing persons, or (iv) to your
former spouse (if transfer is pursuant to a judicial decree dissolving your
marriage). During your life this option is exercisable only by you or a
transferee satisfying the above conditions. The right of a transferee to
exercise the transferred portion of this option after your termination of
employment with the Company shall terminate in accordance with your right of
exercise under Section 5 of this option, and after your death under Section 6 of
this option (treating the transferee as a person who acquired the right to
exercise this option by bequest or inheritance. The terms of this option shall
be binding upon the transferees, executors, administrators, heirs, successors,
and assigns of the Optionee. Notwithstanding the foregoing, 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 this option.
6. The term of this option ("Expiration Date") is ten (10) years measured
from the grant date, subject, however, to earlier termination upon your
termination of service, as set forth in Section 6 of the Plan.
7. Any notices provided for in this 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.
8. This option is subject to all the provisions of the Plan, a copy of
which is attached hereto, and its provisions are hereby made a part of this
option, including without limitation the 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 this option and those of the Plan, the provisions of the Plan
shall control.
9. Notwithstanding anything to the foregoing, this option shall not be
exercisable in whole or in part unless and until the Company's shareholders have
approved the Plan.
Dated the ____ day of ___________, 19___.
Very truly yours,
NVIDIA CORPORATION
By:____________________________________________
Duly authorized on behalf of the Board of
Directors
ATTACHMENT:
1998 Non-Employee Directors' Stock Option Plan
* * * * *
The Undersigned:
(a) Acknowledges receipt of the foregoing option and the attachment
referenced therein and understands that all rights and liabilities with respect
to this option are set forth in the option and the Plan; and
(b) Acknowledges that as of the date of grant of this option, it sets
forth the entire understanding between the undersigned optionee and the Company
and its Affiliates regarding the acquisition of Common Stock in the Company and
supersedes all prior oral and written agreements on that subject with the
exception of (i) the options and any other stock awards previously granted and
delivered to the undersigned under stock award plans of the Company and (ii) the
following agreements only:
NONE:__________________________________________
OTHER:_________________________________________
_________________________________________
_________________________________________
____________________________________________
Optionee
NOTICE OF EXERCISE
NVIDIA Corporation
1226 Tiros Way
Sunnyvale, CA 94085 Date of Exercise:______________________
Ladies and Gentlemen:
This constitutes notice under my stock option that I elect to purchase the
number of shares for the price set forth below.
Stock option dated: _______________
Number of shares as to which
option is exercised: _______________
Certificates to be
issued in name of: _______________
Total exercise price: $______________
Cash payment delivered
herewith: $______________
Value of __________ shares
of common stock delivered
herewith/1/: _______________
By this exercise, I agree (i) to provide such additional documents as you
may require pursuant to the terms of the Company's 1998 Non-Employee Directors'
Stock Option Plan and (ii) to provide for the payment by me to you (in the
manner designated by you) of your withholding obligation, if any, relating to
the exercise of this option.
Very truly yours,
______________________________________
_______________
/1/ Shares must meet the public trading requirements set forth in the option.
Shares must be valued in accordance with the terms of the option being
exercised, must have been owned for the minimum period required in the
option, and must be owned free and clear of any liens, claims, encumbrances
or security interests. Certificates must be endorsed or accompanied by an
executed assignment separate from certificate.