EXHIBIT 10.8
NVIDIA Corporation
1998 Non-Employee Directors' Stock Option Plan
Nonstatutory Stock Option
(Initial 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
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and will not be treated as an "incentive stock option" within the meaning of
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Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
The grant hereunder is 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.
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. This option shall vest monthly over the four (4)-year period following
the date of grant such that the entire option shall become exercisable on the
fourth anniversary of the date of grant, provided that, during the entire period
prior to such vesting installment date, you have continuously served as a Non-
Employee Director of the Company or employee or member of the Board of Directors
of or consultant to the Company or any Affiliate of the Company. 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.
1.
(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.
2.
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
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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
3.
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.