1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN AMENDED 3/28/06


    Exhibit
      10.1

     

    NVIDIA
      Corporation 

     

    1998
      Non-Employee Directors’ Stock Option Plan 

     

    1.    PURPOSE.
      

     

    (a)   This
      Plan
      is an amendment and restatement of the NVIDIA Corporation (the “Company”)
1998
      Non-Employee Directors’ Stock Option Plan adopted on February 17, 1998 (the
“Prior Plan”). The
      Prior
      Plan hereby is amended and restated in its entirety as follows
      (the
“Plan”) and
      shall
      become effective on the date of approval of the Plan (the “Effective Date”) by
      the Board of Directors of the Company (the “Board”). The terms of the Prior Plan
      (other than the aggregate number of shares issuable thereunder) shall remain
      in
      effect and apply to all options granted pursuant to the Prior Plan.

    


    (b) The
      purpose of the Plan is to provide a means by which each director of NVIDIA
      Corporation (the “Company”) who is not otherwise at the time of grant an
      employee of or consultant to the Company or of any Affiliate of the Company
      (each such person being hereafter referred to as a “Non-Employee Director”) will
      be given an opportunity to purchase stock of the Company.  

    


    (c) The
      word
“Affiliate” as used in the Plan means any parent corporation or subsidiary
      corporation of the Company as those terms are defined in Sections 424(e) and
      (f), respectively, of the Internal Revenue Code of 1986, as amended from time
      to
      time (the “Code”). 

    


    (d)  The
      Company, by means of the Plan, seeks to retain the services of persons now
      serving as Non-Employee Directors of the Company, to secure and retain the
      services of persons capable of serving in such capacity, and to provide
      incentives for such persons to exert maximum efforts for the success of the
      Company. 

     

    2.    ADMINISTRATION.
      

     

    (a)  The
      Board
      shall administer the Plan unless and until the Board delegates administration
      to
      a committee, as provided in subparagraph 2(b). 

     

    (b)  The
      Board
      may delegate administration of the Plan to a committee composed of two (2)
      or
      more members of the Board (the “Committee”). If administration is delegated to a
      Committee, the Committee shall have, in connection with the administration
      of
      the Plan, the powers theretofore possessed by the Board, subject, however,
      to
      such resolutions, not inconsistent with the provisions of the Plan, as may
      be
      adopted from time to time by the Board. The Board may abolish the Committee
      at
      any time and revest in the Board the administration of the Plan. 

     

    3.    SHARES
      SUBJECT TO THE PLAN. 

     

    (a)  Subject
      to the provisions of paragraph 10 relating to adjustments upon changes in stock,
      the stock that may be sold pursuant to options granted under the Plan shall
      not
      exceed in the aggregate One Million Two Hundred Thousand (1,200,000) shares
      of
      the Company’s common stock. If any option granted under the Plan shall for any
      reason expire or otherwise terminate without having been exercised in full,
      the
      stock not purchased under such option shall again become available for the
      Plan.


     

    (b)  The
      stock
      subject to the Plan may be unissued shares or reacquired shares, bought on
      the
      market or otherwise. 

     

    4.    ELIGIBILITY.
      

     

    Options
      shall be granted only to Non-Employee Directors of the Company. 

     

    5.    NON-DISCRETIONARY
      GRANTS. 

     

    (a)  Each
      person who is elected or appointed for the first time to be a Non-Employee
      Director automatically shall, upon the date of his or her initial election
      or
      appointment to be a Non-Employee Director by the Board or stockholders of the
      Company, be granted an option to purchase Ninety Thousand (90,000) shares of
      common stock of the Company on the terms and conditions set forth herein (an
      “Initial Grant”). 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)  On
      August
      1st
      of each
      year, commencing with August 1st,
      2006,
      each person who is then a Non-Employee Director automatically shall be granted
      an option to purchase Thirty Thousand (30,000) shares of common stock of the
      Company (an “Annual Grant”); provided,
      however,
      that if
      the person has not been serving as a Non-Employee Director for the entire period
      since the preceding August 1st,
      then
      the number of shares subject to the Annual Grant shall be reduced pro rata
      for
      each full quarter prior to the date of grant during which such person did not
      serve as a Non-Employee Director. 

     

    (c)  On
      August 1st
      of each
      year, commencing with August 1st,
      2006,
      each Non-Employee Director who is then a member of the Audit Committee or the
      Compensation Committee of the Board automatically shall be granted, for each
      such committee, an option to purchase Ten Thousand (10,000) shares of common
      stock of the Company (a “Committee Grant”), respectively; provided,
      however,
      that if
      the person has not been serving as a member of either such committee for the
      entire period since the preceding August 1st,
      the
      number of shares subject to the Committee Grant shall be reduced pro rata for
      each full quarter prior to the date of grant during which such person did not
      serve as a member of either such committee. 

     

    6.    OPTION
      PROVISIONS. 

     

    Each
      option shall be subject to the following terms and conditions: 

     

    (a)  The
      term
      of each option commences on the date it is granted and, unless sooner terminated
      as set forth herein, expires on the date six (6) years from the date of grant
      (“Expiration Date”). If the optionee’s service as a Non-Employee Director of the
      Company or an employee, member of the Board of Directors or consultant to the
      Company or any Affiliate terminates for any reason or for no reason, the option
      shall terminate on the earlier of the Expiration Date 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 the optionee’s death, the option shall
      terminate on the earlier of the Expiration Date or eighteen (18) months
      following the date of the optionee’s death. 

     

    (b)  The
      exercise price of each option shall be equal to one hundred percent (100%)
      of
      the Fair Market Value of the stock (as such term is defined in subparagraph
      9(d)) subject to such option on the date such option is granted. 

     

    (c)  The
      optionee may elect to make payment of the exercise price under one of the
      following alternatives: 

     

    (i)  Payment
      of the exercise price per share in cash at the time of exercise; 

     

    (ii)  Provided
      that at the time of the exercise the Company’s common stock is publicly traded
      and quoted regularly in the Wall Street Journal, payment by delivery of shares
      of common stock of the Company already owned by the optionee, 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; or 

     

    (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 Company’s common stock or pursuant
      to the terms of irrevocable instructions issued by the optionee prior to the
      issuance of shares of the Company’s common stock. 

     

    (iv)  Payment
      by a combination of the methods of payment specified in subparagraph 6(c)(i)
      through 6(c)(iii) above. 

     

    (d)  An
      option
      shall be transferable only to the extent specifically provided in the option
      agreement; provided,
      however,
      that if
      the option agreement does not specifically provide for the transferability
      of an
      option, then the option shall not be transferable except by will or by the
      laws
      of descent and distribution, and shall be exercisable during the lifetime of
      the
      person to whom the option is granted only by such person (or by his guardian
      or
      legal representative) or transferee pursuant to such an order. Notwithstanding
      the foregoing, the optionee may, by delivering written notice to the Company
      in
      a form satisfactory to the Company, designate a third party who, in the event
      of
      the death of the optionee, shall thereafter be entitled to exercise the option.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e)  The
      options granted pursuant to Section 5 shall vest and become exercisable as
      follows: 

     

    (i)  The
      Initial Grant shall vest quarterly over the three (3)-year period following
      the
      date of grant such that the entire Initial Grant shall become exercisable on
      the
      three (3)-year anniversary of the date of grant of the option, provided that
      the
      optionee has, during the entire period prior to each such vesting installment
      date, continuously served as a director or employee of or consultant to the
      Company or any Affiliate of the Company, whereupon such option shall become
      fully vested and exercisable in accordance with its terms with respect to that
      portion of the shares represented by that installment. 

      

    (ii)  With
      respect to an Annual Grant, if the optionee has attended at least seventy-five
      percent (75%) of the meetings of the Board held between the date of grant of
      the
      option and the two (2)-year anniversary of the date of grant of the option,
      then
      the Annual Grant shall begin vesting quarterly in equal installments on the
      two
      (2)-year anniversary of the date of grant such that entire Annual Grant shall
      become vested and exercisable on the three (3)-year anniversary of the date
      of
      the grant of the option. If the optionee’s service as a Director terminates
      between the date of grant of the option and the two (2)-year anniversary of
      the
      date of grant of the option due to the disability or death of the optionee,
      then
      the Annual Grant shall immediately vest and become exercisable on a quarterly
      pro rata basis. Unless the Annual Grant sooner vests and becomes exercisable
      as
      provided in this subsection 6(e)(ii), the Annual Grant shall vest over the
      four
      (4)-year period following the date of grant at the rate of thirty percent (30%)
      on the three (3)-year anniversary of the date of grant of the option and seventy
      percent (70%) on the four (4)-year anniversary such that the entire Annual
      Grant
      shall become vested and exercisable on the four (4)-year anniversary of the
      date
      of grant of the option, provided that the optionee has, during the entire period
      prior to each such vesting installment date, continuously served as a director
      or employee of or consultant to the Company or any Affiliate of
      the
      Company, whereupon such option shall become fully vested and exercisable in
      accordance with its terms with respect to that portion of the shares represented
      by that installment. 

     

    (iii)  With
      respect to each Committee Grant, if the optionee has attended at least
      seventy-five percent (75%) of the meetings of the committee held between the
      date of grant of the option and the one (1)-year anniversary of the date of
      grant of the option, then the Committee Grant shall vest and become exercisable
      in full on the one (1)-year anniversary of the date of grant. If the optionee’s
      service as a committee member terminates between the date of grant of the option
      and the one (1)-year anniversary of the date of grant of the option due to
      the
      disability or death of the optionee, then the Committee Grant shall immediately
      vest and become exercisable on a monthly pro rata basis for each month served
      on
      the respective committee. Unless the Committee Grant sooner vests and becomes
      exercisable as provided in this subsection 6(e)(iii), the Committee Grant 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 the entire Committee Grant
      shall become exercisable on the four (4)-year anniversary of the date of grant
      of the option, provided that the optionee has, during the entire period prior
      to
      each such vesting installment date, continuously served as a director or
      employee of or consultant to the Company or any Affiliate of the Company,
      whereupon such option shall become fully vested and exercisable in accordance
      with its terms with respect to that portion of the shares represented by that
      installment. 

     

    (f)  The
      Company may require any optionee, or any person to whom an option is transferred
      under subparagraph 6(d), as a condition of exercising any such option: (i)
      to
      give written assurances satisfactory to the Company as to the optionee’s
      knowledge and experience in financial and business matters; and (ii) to give
      written assurances satisfactory to the Company stating that such person is
      acquiring the stock subject to the option for such person’s own account and not
      with any present intention of selling or otherwise distributing the stock.
      These
      requirements, and any assurances given pursuant to such requirements, shall
      be
      inoperative if (i) the issuance of the shares upon the exercise of the option
      has been registered under a then currently-effective registration statement
      under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) as
      to any particular requirement, a determination is made by counsel for the
      Company that such requirement need not be met in the circumstances under the
      then applicable securities laws. The Company may require any optionee to provide
      such other representations, written assurances or information that the Company
      shall determine is necessary, desirable or appropriate to comply with applicable
      securities laws as a condition of granting an option to the optionee or
      permitting the optionee to exercise the option. The Company may, upon advice
      of
      counsel to the Company, place legends on stock certificates issued under the
      Plan as such counsel deems necessary or appropriate in order to comply with
      applicable securities laws, including, but not limited to, legends restricting
      the transfer of the stock. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (g)  Notwithstanding
      anything to the contrary contained herein, an option may not be exercised unless
      the shares issuable upon exercise of such option are then registered under
      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. 

     

    7.    COVENANTS
      OF THE COMPANY. 

     

    (a)  During
      the terms of the options granted under the Plan, the Company shall keep
      available at all times the number of shares of stock required to satisfy such
      options. 

     

    (b)  The
      Company shall seek to obtain from each regulatory commission or agency having
      jurisdiction over the Plan such authority as may be required to issue and sell
      shares of stock upon exercise of the options granted under the Plan;
provided
      however,
      that
      this undertaking shall not require the Company to register under the Securities
      Act either the Plan, any option granted under the Plan, or any stock issued
      or
      issuable pursuant to any such option. If, after reasonable efforts, the Company
      is unable to obtain from any such regulatory commission or agency the authority
      which counsel for the Company deems necessary for the lawful issuance and sale
      of stock under the Plan, the Company shall be relieved from any liability for
      failure to issue and sell stock upon exercise of such options. 

     

    8.    USE
      OF PROCEEDS FROM STOCK. 

     

    Proceeds
      from the sale of stock pursuant to options granted under the Plan shall
      constitute general funds of the Company. 

     

    9.    MISCELLANEOUS.
      

     

    (a)  Neither
      an optionee nor any person to whom an option is transferred under subparagraph
      6(d) shall be deemed to be the holder of, or to have any of the rights of a
      holder with respect to, any shares subject to such option unless and until
      such
      person has satisfied all requirements for exercise of the option pursuant to
      its
      terms. 

     

    (b)  Nothing
      in the Plan or in any instrument executed pursuant thereto shall confer upon
      any
      Non-Employee Director any right to continue in the service of the Company or
      any
      Affiliate in any capacity or shall affect any right of the Company, its Board
      or
      stockholders or any Affiliate, to remove any Non-Employee Director pursuant
      to
      the Company’s Bylaws and the provisions of Delaware general corporation law.


     

    (c)  In
      connection with each option made pursuant to the Plan, it shall be a condition
      precedent to the Company’s obligation to issue or transfer shares to a
      Non-Employee Director, or to evidence the removal of any restrictions on
      transfer, that such Non-Employee Director make arrangements satisfactory to
      the
      Company to insure that the amount of any federal, state or local withholding
      tax
      required to be withheld with respect to such sale or transfer, or such removal
      or lapse, is made available to the Company for timely payment of such tax.
      

     

    (d)  As
      used
      in this Plan, “Fair Market Value” means, as of any date, the value of the common
      stock of the Company determined as follows: 

     

    (i)  If
      the common stock is listed on any established stock exchange or a national
      market system, including without limitation the NASDAQ National Market
      (“NASDAQ”) or The NASDAQ SmallCap, the Fair Market Value of a share of common
      stock shall be the closing sales price for such stock (or the closing bid,
      if no
      sales were reported) as quoted on such system or exchange (or the exchange
      with
      the greatest volume of trading in common stock) on the last market trading
      day
      prior to the day of determination, as reported in the Wall Street Journal or
      such other source as the Board deems reliable; or 

     

    (ii)  In
      the absence of an established market for the common stock, the Fair Market
      Value
      shall be determined in good faith by the Board. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    10.    ADJUSTMENTS
      UPON CHANGES IN STOCK. 

     

    (a)  If
      any
      change is made in the stock subject to the Plan, or subject to any option
      granted under the Plan (through merger, consolidation, reorganization,
      recapitalization, stock dividend, dividend in property other than cash, stock
      split, liquidating dividend, combination of shares, exchange of shares, change
      in corporate structure or other transaction not involving the receipt of
      consideration by the Company), the Plan and outstanding options will be
      appropriately adjusted in the class(es) and maximum number of shares subject
      to
      the Plan and the class(es) and number of shares and price per share of stock
      subject to outstanding options. Such adjustments shall be made by the Board,
      the
      determination of which shall be final, binding and conclusive. (The conversion
      of any convertible securities of the Company shall not be treated as a
“transaction not involving the receipt of consideration by the Company.”)


     

    (b)  In
      the
      event of: (1) a dissolution, liquidation, or sale of all or substantially all
      of
      the assets of the Company; (2) a merger or consolidation in which the Company
      is
      not the surviving corporation; (3) a reverse merger in which the Company is
      the
      surviving corporation but the shares of the Company’s common stock outstanding
      immediately preceding the merger are converted by virtue of the merger into
      other property, whether in the form of securities, cash or otherwise; or (4)
      the
      acquisition by any person, entity or group within the meaning of Section 13(d)
      or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
      or any comparable successor provisions (excluding any employee benefit plan,
      or
      related trust, sponsored or maintained by the Company or any Affiliate of the
      Company) of the beneficial ownership (within the meaning of Rule 13d-3
      promulgated under the Exchange Act, or comparable successor rule) of securities
      of the Company representing at least fifty percent (50%) of the combined voting
      power entitled to vote in the election of directors, then to the extent not
      prohibited by applicable law, (i) any surviving or acquiring corporation shall
      assume any options outstanding under the Plan or shall substitute similar
      options (including an option to acquire the same consideration paid to the
      shareholders in the transaction described in this subparagraph 10(b)) for those
      outstanding under the Plan, or (ii) such options shall continue in full force
      and effect. In the event any surviving or acquiring corporation refuses to
      assume such options, or to substitute similar options for those outstanding
      under the Plan, then such options shall be terminated if not exercised prior
      to
      such event. 

     

    11.    AMENDMENT
      OF THE PLAN. 

     

    (a)  The
      Board
      at any time, and from time to time, may amend the Plan and/or some or all
      outstanding options granted under the Plan. However, except as provided in
      paragraph 10 relating to adjustments upon changes in stock, no amendment shall
      be effective unless approved by the stockholders of the Company to the extent
      stockholder approval is necessary for the Plan to satisfy the requirements
      of
      Rule 16b-3 under the Exchange Act or any NASDAQ or securities exchange listing
      requirements. 

     

    (b)  Rights
      and obligations under any option granted before any amendment of the Plan shall
      not be impaired by such amendment unless (i) the Company requests the consent
      of
      the person to whom the option was granted and (ii) such person consents in
      writing. 

     

    12.    TERMINATION
      OR SUSPENSION OF THE PLAN. 

     

    (a)  The
      Board
      may suspend or terminate the Plan at any time. Unless sooner terminated, the
      Plan shall terminate ten (10) years after the date adopted by the Board. No
      options may be granted under the Plan while the Plan is suspended or after
      it is
      terminated. 

     

    (b)  Suspension
      or termination of the Plan shall not impair rights and obligations under any
      option granted while the Plan is in effect, except with the consent of the
      person to whom the option was granted. 

     

    13.    EFFECTIVE
      DATE OF PLAN; CONDITIONS OF EXERCISE. 

     

    (a)  The
      Plan
      shall become effective on the same day that the Company’s initial public
      offering of shares of common stock becomes effective, subject to the condition
      subsequent that the stockholders of the Company approve the Plan. 

     

    (b)  No
      option
      granted under the Plan shall be exercised or exercisable unless and until the
      condition of subparagraph 13(a) above has been met.