S-8

As filed with the Securities and Exchange Commission on September 23, 2002

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NVIDIA Corporation

(Exact name of registrant as specified in its charter)

Delaware	94-3177549
(State of Incorporation)	(I.R.S. Employer Identification No.)

2701 San Tomas Expressway, Santa Clara, CA 95050

(Address of principal executive offices)

1998 Equity Incentive Plan

1998 Employee Stock Purchase Plan

2000 Nonstatutory Equity Incentive Plan

(Full title of the plans)

Marvin D. Burkett

Chief Financial Officer

NVIDIA Corporation

2701 San Tomas Expressway

Santa Clara, CA 95050

Tel: 408-486-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Eric C. Jensen, Esq.

COOLEY GODWARD LLP

5 Palo Alto Square

3000 El Camino Real

Palo Alto, CA 94306

(650) 843-5000

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Stock Options and Common Stock, par value $.001 per share	17,885,855 shares	$9.22-$51.01	$289,348,113	$26,621

(1) This Registration Statement shall cover any additional shares of Common Stock which become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares of the Registrant outstanding Common Stock.

(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, as amended (the “Act”). The offering price per share and aggregate offering price are based upon (a) the weighted average exercise price for shares subject to outstanding options granted under the 1998 Equity Incentive Plan (the “Incentive Plan”) (pursuant to Rule 457(h) under the Act) and (b) the average of the high and low prices of Registrant’s Common Stock as reported on the Nasdaq National Market on September 20, 2002, for (i) shares reserved for future grant pursuant to the Incentive Plan, (ii) shares issuable pursuant to the Registrant’s 1998 Employee Stock Purchase Plan (the “Purchase Plan”) and (iii) shares issuable pursuant to the Registrant’s 2000 Nonstatutory Equity Incentive Plan (pursuant to Rule 457(c) under the Act). The following chart illustrates the calculation of the registration fee:

Title of Securities	Number of Shares	Offering Price   per Share	Aggregate Offering Price
Shares issuable pursuant to outstanding stock options under the 1998 Equity Incentive Plan	6,171,682	$9.48-$51.01	$181,343,438
Shares reserved for future issuance pursuant to the 1998 Equity Incentive Plan	3,032,500	$9.22	$27,959,650
Shares reserved for future issuance pursuant to the 1998 Employee Stock Purchase Plan	3,681,673	$9.22	$33,945,025
Shares reserved for future issuance pursuant to the 2000 Nonstatutory Equity Incentive Plan	5,000,000	$9.22	$46,100,000
Proposed Maximum Aggregate Offering Price			$289,348,113
Registration Fee			$26,621

INCORPORATION BY REFERENCE OF CONTENTS OF

REGISTRATION STATEMENTS ON FORM S-8 NOS. 333-74905, 333-51520

AND 333-74868

The contents of Registration Statements on Form S-8 Nos. 333-74905, 333-51520, and 333-74868 filed with the Securities and Exchange Commission on March 23, 1999, December 8, 2000 and December 10, 2001, respectively, are incorporated by reference herein.

EXHIBITS

Exhibit Number	Description
4.1(1)	Amended and Restated Certificate of Incorporation.
4.2(2)	Certificate of Amendment of Amended and Restated Certificate of Incorporation.
4.3(3)	Bylaws, as amended.
4.4(4)	Specimen Stock Certificate.
5.1	Opinion of Cooley Godward LLP.
23.1	Consent of KPMG LLP.
23.2	Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1	Power of Attorney is contained on the signature pages.
99.1(5)	1998 Equity Incentive Plan, as amended.
99.2(6)	Form of Incentive Stock Option Agreement under the 1998 Equity Incentive Plan.
99.3(7)	Form of Nonstatutory Stock Option Agreement under the 1998 Equity Incentive Plan.
99.4(8)	1998 Employee Stock Purchase Plan, as amended.
99.5	Form of Employee Stock Purchase Plan Offering, U.S. Employees.
99.6	Form of Employee Stock Purchase Plan Offering, International Employees.
99.7	2000 Nonstatutory Equity Incentive Plan.
99.8(9)	Form of Nonstatutory Stock Option Agreement under the 2000 Nonstatutory Equity Incentive Plan.

(1) Previously filed as Exhibit 4.1 to our Registration Statement on Form S-8 filed on March 23, 1999 (No. 333-74905) and incorporated by reference herein.

(2) Previously filed as Exhibit 3.4 to our Quarterly Report on Form 10-Q, for the quarter ended July 28, 2002 filed on September 10, 2002 (No. 000-23985) and incorporated by reference herein.

(3) Previously filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q, for the quarter ended July 29, 2001 filed on September 10, 2001 (No. 000-23985) and incorporated by reference herein.

(4) Previously filed as Exhibit 4.2 to our Registration Statement on Form S-1 filed on March 6, 1998 (No. 333-47495), as amended, and incorporated by reference herein.

(5) Previously filed as Exhibit 99.1 to our Registration Statement on Form S-8 filed on December 8, 2000 (No. 333-51520), and incorporated by reference herein.

(6) Previously filed as Exhibit 10.3 to our Registration Statement on Form S-1 filed on March 6, 1998 (No. 333-47495), as amended, and incorporated by reference herein.

(7) Previously filed as Exhibit 10.4 to our Registration Statement on Form S-1 filed on March 6, 1998 (No. 333-47495), as amended, and incorporated by reference herein.

(8) Previously filed as Exhibit 99.4 to our Registration Statement on Form S-8 filed on December 8, 2000 (No. 333-51520), and incorporated by reference herein.

(9) Previously filed as Exhibit 99.7 to our Registration Statement on Form S-8 filed on December 8, 2000 (No. 333-51520), and incorporated by reference herein.

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on September 20, 2002.

NVIDIA CORPORATION
By:	/s/    JEN-HSUN HUANG
	Jen-Hsun Huang President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jen-Hsun Huang and Marvin D. Burkett, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    JEN-HSUN HUANG         Jen-Hsun Huang	President, Chief Executive Officer and Director (Principal Executive Officer)	September 20, 2002
/s/    MARVIN D. BURKETT         Marvin D. Burkett	Chief Financial Officer (Principal Financial and Accounting Officer)	September 20, 2002
/s/    TENCH COXE         Tench Coxe	Director	September 20, 2002
/s/    JAMES C. GAITHER         James C. Gaither	Director	September 20, 2002
/s/    HARVEY C. JONES         Harvey C. Jones	Director	September 20, 2002
/s/    WILLIAM J. MILLER         William J. Miller	Director	September 20, 2002
/s/    A. BROOKE SEAWALL         A. Brooke Seawell	Director	September 20, 2002
/s/    MARK A. STEVENS         Mark A. Stevens	Director	September 20, 2002

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EXHIBIT INDEX

Exhibit Number	Description
4.1(1)	Amended and Restated Certificate of Incorporation.
4.2(2)	Certificate of Amendment of Amended and Restated Certificate of Incorporation.
4.3(3)	Bylaws, as amended.
4.4(4)	Specimen Stock Certificate.
5.1	Opinion of Cooley Godward LLP.
23.1	Consent of KPMG LLP.
23.2	Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1	Power of Attorney is contained on the signature pages.
99.1(5)	1998 Equity Incentive Plan, as amended.
99.2(6)	Form of Incentive Stock Option Agreement under the 1998 Equity Incentive Plan.
99.3(7)	Form of Nonstatutory Stock Option Agreement under the 1998 Equity Incentive Plan.
99.4(8)	1998 Employee Stock Purchase Plan, as amended.
99.5	Form of Employee Stock Purchase Plan Offering, U.S. Employees.
99.6	Form of Employee Stock Purchase Plan Offering, International Employees.
99.7	2000 Nonstatutory Equity Incentive Plan.
99.8(9)	Form of Nonstatutory Stock Option Agreement under the 2000 Nonstatutory Equity Incentive Plan.

(1) Previously filed as Exhibit 4.1 to our Registration Statement on Form S-8 filed on March 23, 1999 (No. 333-74905) and incorporated by reference herein.

(2) Previously filed as Exhibit 3.4 to our Quarterly Report on Form 10-Q, for the quarter ended July 28, 2002 filed on September 10, 2002 (No. 000-23985) and incorporated by reference herein.

(3) Previously filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q, for the quarter ended July 29, 2001 filed on September 10, 2001 (No. 000-23985) and incorporated by reference herein.

(4) Previously filed as Exhibit 4.2 to our Registration Statement on Form S-1 filed on March 6, 1998 (No. 333-47495), as amended, and incorporated by reference herein.

(5) Previously filed as Exhibit 99.1 to our Registration Statement on Form S-8 filed on December 8, 2000 (No. 333-51520), and incorporated by reference herein.

(6) Previously filed as Exhibit 10.3 to our Registration Statement on Form S-1 filed on March 6, 1998 (No. 333-47495), as amended, and incorporated by reference herein.

(7) Previously filed as Exhibit 10.4 to our Registration Statement on Form S-1 filed on March 6, 1998 (No. 333-47495), as amended, and incorporated by reference herein.

(8) Previously filed as Exhibit 99.4 to our Registration Statement on Form S-8 filed on December 8, 2000 (No. 333-51520), and incorporated by reference herein.

(9) Previously filed as Exhibit 99.7 to our Registration Statement on Form S-8 filed on December 8, 2000 (No. 333-51520), and incorporated by reference herein.

EX-5.1

EXHIBIT 5.1

September 20, 2002

NVIDIA Corporation

2701 San Tomas Expressway

Santa Clara, CA 95050

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the filing by NVIDIA Corporation (the “Company”) of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 17,885,855 shares of the Company’s Common Stock, $.001 par value, (the “Shares”) pursuant to its 1998 Equity Incentive Plan, 1998 Employee Stock Purchase Plan and 2000 Nonstatutory Equity Incentive Plan (the “Plans”).

In connection with this opinion, we have examined the Registration Statement and related Prospectus, your Certificate of Incorporation and Bylaws, as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related Prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

COOLEY GODWARD LLP

By:	/s/    ERIC C. JENSEN
	Eric C. Jensen

EX-23.1

EXHIBIT 23.1

CONSENT OF KPMG LLP

The Board of Directors

NVIDIA Corporation:

We consent to incorporation by reference in this registration statement on Form S-8 of NVIDIA Corporation of our report dated April 29, 2002, relating to the consolidated balance sheets of NVIDIA Corporation and subsidiaries as of January 27, 2002 and January 28, 2001, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the years in the three-year period ended January 27 2002 and the related schedule, which report is included in Form 10-K of NVIDIA Corporation for the fiscal year ended January 27, 2002.

Our report dated April 29, 2002, contains an explanatory paragraph that states that the consolidated balance sheet as of January 28, 2001 and the related consolidated statements of income, cash flows, and stockholders’ equity for each of the years in the two-year period then ended have been restated.

Mountain View, California September 19, 2002 /s/    KPMG LLP         

EX-99.5

EXHIBIT 99.5

NVIDIA CORPORATION

1998 EMPLOYEE STOCK PURCHASE PLAN OFFERING

For Offerings Beginning on or After September 1, 2002

1.    GRANT; OFFERING DATE.

(a)    The Board of Directors of NVIDIA Corporation, a Delaware corporation (the “Company”), pursuant to the Company’s 1998 Employee Stock Purchase Plan (the “Plan”), hereby authorizes the grant of rights to purchase shares of the common stock of the Company (“Common Stock”) to all Eligible Employees in a series of concurrent overlapping offerings (the “Offerings”). The first Offering hereunder shall begin on September 1, 2002 and shall end on August 31, 2004 (the “First Offering”), unless terminated sooner as herein provided. Thereafter, commencing on March 1, 2003 an Offering shall be approximately two (2) years in length and shall begin every six (6) months on or after each March 1 and September 1. All Offerings shall be divided into four (4) Purchase Periods of approximately six (6) months in duration. The first day of an Offering is that Offering’s “Offering Date.” Each Offering’s “Purchase Dates” shall be on or before August 31 and February 28 (or February 29 in the event of a leap year). An Eligible Employee may enroll in only one Offering at a time.

(b)    If an Offering Date does not fall on a day on which the Company’s Common Stock is actively traded, then the Offering Date shall be the next subsequent day on which the Company’s Common Stock is actively traded. If a Purchase Date does not fall on a day on which the Company’s Common Stock is actively traded, then the Purchase Date shall be the immediately preceding day on which the Company’s Common Stock is actively traded.

(c)    Prior to the commencement of any Offering, the Board (or the Committee described in subparagraph 2(c) of the Plan, if any, which together shall be referred to herein as the “Board”) may change any or all terms of such Offering and any subsequent Offerings. The granting of rights pursuant to each Offering hereunder shall occur on each respective Offering Date unless, prior to such date (a) the Board determines that such Offering shall not occur, or (b) no shares remain available for issuance under the Plan in connection with the Offering.

(d)     Notwithstanding anything in this Section 1 to the contrary, if (i) on the first day of a new Purchase Period during the Offering (the “Decision Day”) the fair market value of a share of Common Stock is less than it was on the Offering Date for that Offering and (ii) the length of the remaining portion of the current ongoing Offering is less than or equal to the length of the Offering that is regularly scheduled to begin on the Decision Day (or if no Offering is scheduled for the Decision Day, the length of the next regularly scheduled Offering), then the current ongoing Offering shall immediately terminate and the Decision Day shall become the Offering Date of a new Offering. Participants in the terminated Offering shall automatically be enrolled in the new Offering that starts on the Decision Day. The new Offering will be of such length and on such terms that are described in the Offering Document that the Company then has in effect for the next regularly scheduled Offering.

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2.    ELIGIBLE EMPLOYEES.

All employees of the Company and each of its Affiliates (as defined in the Plan) incorporated in the United States, shall be granted rights to purchase Common Stock under each Offering on the Offering Date (an “Eligible Employee”). Notwithstanding the foregoing, the following employees shall not be Eligible Employees or be granted rights under an Offering: (i) part-time or seasonal employees whose customary employment is less than twenty (20) hours per week or five (5) months per calendar year or (ii) five percent (5%) shareholders (including ownership through unexercised options) described in subparagraph 5(c) of the Plan.

3.    RIGHTS.

(a)    Subject to the limitations contained herein and in the Plan, on each Offering Date each Eligible Employee shall be granted the right to purchase the number of shares of Common Stock purchasable with up to ten percent (10%) of such Eligible Employee’s Earnings paid during such Offering after the Eligible Employee first commences participation; provided, however, that no employee may purchase Common Stock on a particular Purchase Date that would result in more than ten percent (10%) of such employee’s Earnings in the period from the Offering Date to such Purchase Date having been applied to purchase shares under all ongoing Offerings under the Plan and all other Company plans intended to qualify as “employee stock purchase plans” under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”).

(b)    “Earnings” means the total compensation paid to an employee, including all salary, wages (including amounts elected to be deferred by the employee, that would otherwise have been paid, under any cash or deferred arrangement established by the Company), overtime pay, commissions, performance based bonuses, and other remuneration paid directly to the employee, but excluding non-performance based bonuses (such as sign-on bonuses), profit sharing, the cost of employee benefits paid for by the Company, education or tuition reimbursements, imputed income arising under any Company group insurance or benefit program, traveling expenses, business and moving expense reimbursements, income received in connection with stock options, contributions made by the Company under any employee benefit plan, and similar items of compensation.

(c)    Notwithstanding the foregoing, the maximum number of shares of Common Stock an Eligible Employee may purchase on any Purchase Date in an Offering shall be such number of shares as has a fair market value (determined as of the Offering Date for such Offering) equal to (x) $25,000 multiplied by the number of calendar years in which the right under such Offering has been outstanding at any time, minus (y) the fair market value of any other shares of Common Stock (determined as of the relevant Offering Date with respect to such shares) which, for purposes of the limitation of Section 423(b)(8) of the Code, are attributed to any of such calendar years in which the right is outstanding. The amount in clause (y) of the previous sentence shall be determined in accordance with regulations applicable under Section 423(b)(8) of the Code based on (i) the number of shares previously purchased with respect to such calendar years pursuant to such Offering or any other Offering under the Plan, or pursuant to any other Company plans intended to qualify as “employee stock purchase plans” under

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Section 423 of the Code, and (ii) the number of shares subject to other rights outstanding on the Offering Date for such Offering pursuant to the Plan or any other such Company plan.

(d)    The maximum aggregate number of shares available to be purchased by all Eligible Employees under an Offering shall be the number of shares remaining available under the Plan on the Offering Date. If the aggregate purchase of shares of Common Stock upon exercise of rights granted under the Offering would exceed the maximum aggregate number of shares available, the Board shall make a pro rata allocation of the shares available in a uniform and equitable manner.

(e)    Notwithstanding the foregoing, the maximum number of shares of Common Stock that an Eligible Employee may purchase on any Purchase Date during any Offering shall not exceed three thousand (3,000) shares.

4.    PURCHASE PRICE.

The purchase price of the Common Stock under the Offering shall be the lesser of eighty-five percent (85%) of the fair market value of the Common Stock on the Offering Date or eighty-five percent (85%) of the fair market value of the Common Stock on the Purchase Date, in each case rounded up to the nearest whole cent per share.

5.    PARTICIPATION.

(a)    An Eligible Employee may elect to participate in an Offering only at the beginning of the Offering. An Eligible Employee shall become a participant in an Offering by delivering an agreement authorizing payroll deductions. Such deductions must be in whole percentages, with a minimum percentage of one percent (1%) and a maximum percentage of ten percent (10%) of earnings. A participant may not make additional payments into his or her account. The agreement shall be made on such enrollment form as the Company or a designated Affiliate provides, and must be delivered to the Company or designated Affiliate during the open enrollment period (as designated time to time by the Company), to be effective with respect to a given Offering Date. (If the agreement authorizing payroll deductions is required to be delivered to the Company or designated Affiliate a specified number of days before the Offering Date to be effective, then an employee who becomes eligible during the required delivery period shall not be considered to be an Eligible Employee at the beginning of the Offering.)

(b)    A participant may reduce (including to zero) his or her participation level once (and only once) during a Purchase Period, effective as soon as administratively practicable; provided, however, that a reduction received within the ten (10) business day period prior to the Purchase Date will become effective for the next Purchase Period or Offering. Any such change in participation shall be made by delivering a notice to the Company or a designated Affiliate in such form and at such time as the Company provides. In addition, a participant may increase or decrease his or her deductions prior to the beginning of a new Purchase Period or Offering to be effective at the beginning of such new Purchase Period or Offering; provided that notice of such change is provided to the Company or designated Affiliate in such form as the Company provides during the open enrollment period (as designated from time to time by the Company)

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for which it is to be effective. Except as otherwise specifically provided herein, a participant may not increase or decrease his or her participation level during the course of an Offering.

(c)    A participant may withdraw from an Offering and receive his or her accumulated payroll deductions from the Offering (reduced to the extent, if any, such deductions have been used to acquire Common Stock for the participant on any prior Purchase Dates), without interest, at any time prior to the end of the Offering, excluding only each ten (10) business day period immediately preceding a Purchase Date by delivering a withdrawal notice to the Company in such form as the Company provides. A participant who has withdrawn from an Offering shall not again participate in such Offering but may participate in subsequent Offerings under the Plan by submitting a new participation agreement in accordance with the terms thereof.

(d)    Rights granted pursuant to any Offering shall terminate immediately upon cessation of any participant’s employment with the Company or with any Affiliate, for any reason, and the Company shall distribute to such terminated employee all of his or her accumulated payroll deductions (reduced to the extent, if any, such deductions have been used to acquire stock for the terminated employee) under the Offering, without interest. A participant will be considered to have had his or her employment with the Company or an Affiliate terminated for purposes of an Offering on the ninety-first (91^st) day of an approved leave of absence if the participant is not guaranteed reemployment with the Company at the end of the leave of absence.

6.    PURCHASES.

Subject to the limitations contained herein, on each Purchase Date, each participant’s accumulated payroll deductions (without any increase for interest) shall be applied to the purchase of whole shares of Common Stock, up to the maximum number of shares permitted under the Plan and the Offering.

7.    NOTICES AND AGREEMENTS.

Any notices or agreements provided for in an Offering or the Plan shall be given in writing, in a form provided by the Company, and unless specifically provided for in the Plan or this Offering shall be deemed effectively given upon receipt or, in the case of notices and agreements delivered by the Company, five (5) days after deposit in the United States mail, postage prepaid.

8.    EXERCISE CONTINGENT ON SHAREHOLDER APPROVAL.

The rights granted under an Offering are subject to the approval of the Plan by the shareholders as required for the Plan to obtain treatment as a tax-qualified employee stock purchase plan under Section 423 of the Code.

9.    OFFERING SUBJECT TO PLAN.

Each Offering is subject to all the provisions of the Plan, and its provisions are hereby made a part of the Offering, and is further subject to all interpretations, amendments, rules and

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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 an Offering and those of the Plan (including interpretations, amendments, rules and regulations that may from time to time be promulgated and adopted pursuant to the Plan), the provisions of the Plan shall control.

10.    CHANGES TO ONGOING OFFERINGS.

(a)    Notwithstanding anything in this Offering Document to the contrary, the Board shall be entitled (i) to limit the frequency and/or number of changes in the amount withheld during an Offering, (ii) to establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, (iii) to permit payroll withholding in excess of the amount designated by an employee in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, (iv) to establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each employee properly correspond with amounts withheld from the employee’s Earnings, (v) to amend the Plan and/or any outstanding rights to enable the Plan and/or outstanding rights to qualify under Section 423 of the Code, and (vi) to establish such other limitations or procedures as the Board determines in its sole discretion advisable which are consistent with the Plan. The actions of the Board pursuant to this paragraph shall not be considered to alter or impair the rights granted under this Offering as they are part of the initial terms of each Offering initiated hereunder.

(b)    Notwithstanding anything in this Offering Document to the contrary, in the event the Board determines that the ongoing operation of the Plan may result in unfavorable financial accounting or regulatory consequences for the Company, the Board may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such adverse accounting or regulatory consequence including, but not limited to: (1) altering the purchase price of stock to be acquired pursuant to rights granted under the Plan for any Offering, including an Offering underway at the time of the change in purchase price; (2) shortening any Offering so that the Offering ends on a new Purchase Date, including an Offering underway at the time of the Board’s action; and (3) allocating shares. Such modifications or amendments shall not require stockholder approval or the consent of any employees. The actions of the Board pursuant to this paragraph shall not be considered to alter or impair the rights granted under this Offering as they are part of the initial terms of each Offering initiated hereunder.

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EX-99.6

EXHIBIT 99.6

NVIDIA CORPORATION

1998 EMPLOYEE STOCK PURCHASE PLAN OFFERING

For Offerings Beginning on or After September 1, 2002 to International Employees

1. GRANT; OFFERING DATE.

(a)    The Board of Directors of NVIDIA Corporation, a Delaware corporation (the “Company”), pursuant to the Company’s 1998 Employee Stock Purchase Plan (the “Plan”), hereby authorizes the grant of rights to purchase shares of the common stock of the Company (“Common Stock”) to all Eligible Employees in a series of concurrent overlapping offerings (the “Offerings”). The first Offering hereunder shall begin on September 1, 2002 and shall end on August 31, 2004 (the “First Offering”), unless terminated sooner as herein provided. Thereafter, commencing on March 1, 2003 an Offering shall be approximately two (2) years in length and shall begin every six (6) months on or after each March 1 and September 1. All Offerings shall be divided into four (4) Purchase Periods of approximately six (6) months in duration. The first day of an Offering is that Offering’s “Offering Date.” Each Offering’s “Purchase Dates” shall be on or before August 31 and February 28 (or February 29 in the event of a leap year). An Eligible Employee may enroll in only one Offering at a time.

(b)    If an Offering Date does not fall on a day on which the Company’s Common Stock is actively traded, then the Offering Date shall be the next subsequent day on which the Company’s Common Stock is actively traded. If a Purchase Date does not fall on a day on which the Company’s Common Stock is actively traded, then the Purchase Date shall be the immediately preceding day on which the Company’s Common Stock is actively traded.

(c)    Prior to the commencement of any Offering, the Board (or the Committee described in subparagraph 2(c) of the Plan, if any, which together shall be referred to herein as the “Board”) may change any or all terms of such Offering and any subsequent Offerings. The granting of rights pursuant to each Offering hereunder shall occur on each respective Offering Date unless, prior to such date (a) the Board determines that such Offering shall not occur, or (b) no shares remain available for issuance under the Plan in connection with the Offering.

(d)    Notwithstanding anything in this Section 1 to the contrary, if (i) on the first day of a new Purchase Period during the Offering (the “Decision Day”) the fair market value of a share of Common Stock is less than it was on the Offering Date for that Offering, and (ii) the length of the remaining portion of the current ongoing Offering is less than or equal to the length of the Offering that is regularly scheduled to begin on the Decision Day (or if no Offering is scheduled for the Decision Day, the length of the next regularly scheduled Offering), then the current ongoing Offering shall immediately terminate and the Decision Day shall become the Offering Date of a new Offering. Participants in the terminated Offering shall automatically be enrolled in the new Offering that starts on the Decision Day. The new Offering will be of such length and on such terms that are described in the Offering Document that the Company then has in effect for the next regularly scheduled Offering.

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2. ELIGIBLE EMPLOYEES.

All employees of the Company’s Affiliates (as defined in the Plan) that are incorporated in jurisdictions other than the United States, shall be granted rights to purchase Common Stock under each Offering on the Offering Date (an “Eligible Employee”). Notwithstanding the foregoing, the following employees shall not be Eligible Employees or be granted rights under an Offering:

(i)    Five percent (5%) shareholders (including ownership through unexercised options) described in subparagraph 5(c) of the Plan.

(ii)    Employees in jurisdictions outside of the United States if, as of the Offering Date of the Offering, the grant of such Purchase Rights would not be in compliance with the applicable laws of any jurisdiction in which the Employee resides or is employed.

3. RIGHTS.

(a)    Subject to the limitations contained herein and in the Plan, on each Offering Date each Eligible Employee shall be granted the right to purchase the number of shares of Common Stock purchasable with up to ten percent (10%) of such Eligible Employee’s Earnings paid during such Offering after the Eligible Employee first commences participation; provided, however, that no employee may purchase Common Stock on a particular Purchase Date that would result in more than ten percent (10%) of such employee’s Earnings in the period from the Offering Date to such Purchase Date having been applied to purchase shares under all ongoing Offerings under the Plan and all other Company plans intended to qualify as “employee stock purchase plans” under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”).

(b)    “Earnings” means the total compensation paid to an employee, including all salary, wages (including amounts elected to be deferred by the employee, that would otherwise have been paid, under any cash or deferred arrangement established by the Company), overtime pay, commissions, performance based bonuses, and other remuneration paid directly to the employee, but excluding non-performance based bonuses (such as sign-on bonuses), profit sharing, the cost of employee benefits paid for by the Company, education or tuition reimbursements, imputed income arising under any Company group insurance or benefit program, traveling expenses, business and moving expense reimbursements, income received in connection with stock options, contributions made by the Company under any employee benefit plan, and similar items of compensation.

(c)    Notwithstanding the foregoing, the maximum number of shares of Common Stock an Eligible Employee may purchase on any Purchase Date in an Offering shall be such number of shares as has a fair market value (determined as of the Offering Date for such Offering) equal to (x) $25,000 multiplied by the number of calendar years in which the right under such Offering has been outstanding at any time, minus (y) the fair market value of any other shares of Common Stock (determined as of the relevant Offering Date with respect to such shares) which, for purposes of the limitation of Section 423(b)(8) of the Code, are attributed to

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any of such calendar years in which the right is outstanding. The amount in clause (y) of the previous sentence shall be determined in accordance with regulations applicable under Section 423(b)(8) of the Code based on (i) the number of shares previously purchased with respect to such calendar years pursuant to such Offering or any other Offering under the Plan, or pursuant to any other Company plans intended to qualify as “employee stock purchase plans” under Section 423 of the Code, and (ii) the number of shares subject to other rights outstanding on the Offering Date for such Offering pursuant to the Plan or any other such Company plan.

(d)    The maximum aggregate number of shares available to be purchased by all Eligible Employees under an Offering shall be the number of shares remaining available under the Plan on the Offering Date. If the aggregate purchase of shares of Common Stock upon exercise of rights granted under the Offering would exceed the maximum aggregate number of shares available, the Board shall make a pro rata allocation of the shares available in a uniform and equitable manner.

(e)    Notwithstanding the foregoing, the maximum number of shares of Common Stock that an Eligible Employee may purchase on any Purchase Date during any Offering shall not exceed three thousand (3,000) shares.

4. PURCHASE PRICE.

The purchase price of the Common Stock under the Offering shall be the lesser of eighty-five percent (85%) of the fair market value of the Common Stock on the Offering Date or eighty-five percent (85%) of the fair market value of the Common Stock on the Purchase Date, in each case rounded up to the nearest whole cent per share.

5. PARTICIPATION.

(a)    An Eligible Employee may elect to participate in an Offering only at the beginning of the Offering. An Eligible Employee shall become a participant in an Offering by delivering an agreement authorizing payroll deductions. Such deductions must be in whole percentages, with a minimum percentage of one percent (1%) and a maximum percentage of ten percent (10%) of earnings. A participant may not make additional payments into his or her account. The agreement shall be made on such enrollment form as the Company or a designated Affiliate provides, and must be delivered to the Company or designated Affiliate during the open enrollment period (as designated time to time by the Company), to be effective with respect to a given Offering Date. (If the agreement authorizing payroll deductions is required to be delivered to the Company or designated Affiliate a specified number of days before the Offering Date to be effective, then an employee who becomes eligible during the required delivery period shall not be considered to be an Eligible Employee at the beginning of the Offering.) Contributions shall be made through payroll deductions; provided, however, that if it is illegal for the Company to accumulate contributions through payroll deductions, then the contributions may be made by personal checks from the Eligible Employee to the Company.

(b)    A participant may reduce (including to zero) his or her participation level once (and only once) during a Purchase Period, effective as soon as administratively practicable

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provided, however, that a reduction received within the ten (10) business day period prior to the Purchase Date will become effective for the next Purchase Period or Offering. Any such change in participation shall be made by delivering a notice to the Company or a designated Affiliate in such form and at such time as the Company provides. In addition, a participant may increase or decrease his or her deductions prior to the beginning of a new Purchase Period or Offering to be effective at the beginning of such new Purchase Period or Offering; provided that notice of such change is provided to the Company or designated Affiliate in such form as the Company provides during the open enrollment period (as designated from time to time by the Company) for which it is to be effective. Except as otherwise specifically provided herein, a participant may not increase or decrease his or her participation level during the course of an Offering.

(c)    A participant may withdraw from an Offering and receive his or her accumulated payroll deductions from the Offering (reduced to the extent, if any, such deductions have been used to acquire Common Stock for the participant on any prior Purchase Dates), without interest, at any time prior to the end of the Offering, excluding only each ten (10) business day period immediately preceding a Purchase Date by delivering a withdrawal notice to the Company in such form as the Company provides. A participant who has withdrawn from an Offering shall not again participate in such Offering but may participate in subsequent Offerings under the Plan by submitting a new participation agreement in accordance with the terms thereof.

(d)    Rights granted pursuant to any Offering shall terminate immediately upon cessation of any participant’s employment with the Company or with any Affiliate, for any reason, and the Company shall distribute to such terminated employee all of his or her accumulated payroll deductions (reduced to the extent, if any, such deductions have been used to acquire stock for the terminated employee) under the Offering, without interest. A participant will be considered to have had his or her employment with the Company or an Affiliate terminated for purposes of an Offering on the ninety-first (91^st) day of an approved leave of absence if the participant is not guaranteed reemployment with the Company at the end of the leave of absence.

6. PURCHASES.

Subject to the limitations contained herein, on each Purchase Date, each participant’s accumulated payroll deductions (without any increase for interest) shall be applied to the purchase of whole shares of Common Stock, up to the maximum number of shares permitted under the Plan and the Offering.

7. NOTICES AND AGREEMENTS.

Any notices or agreements provided for in an Offering or the Plan shall be given in writing, in a form provided by the Company, and unless specifically provided for in the Plan or this Offering shall be deemed effectively given upon receipt or, in the case of notices and agreements delivered by the Company, five (5) days after deposit in the United States mail, postage prepaid.

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8. EXERCISE CONTINGENT ON SHAREHOLDER APPROVAL.

The rights granted under an Offering are subject to the approval of the Plan by the shareholders as required for the Plan to obtain treatment as a tax-qualified employee stock purchase plan under Section 423 of the Code.

9. OFFERING SUBJECT TO PLAN.

Each Offering is subject to all the provisions of the Plan, and its provisions are hereby made a part of the Offering, 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 an Offering and those of the Plan (including interpretations, amendments, rules and regulations that may from time to time be promulgated and adopted pursuant to the Plan), the provisions of the Plan shall control.

10. CHANGES TO ONGOING OFFERINGS.

(a)    Notwithstanding anything in this Offering Document to the contrary, the Board shall be entitled (i) to limit the frequency and/or number of changes in the amount withheld during an Offering, (ii) to establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, (iii) to permit payroll withholding in excess of the amount designated by an employee in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, (iv) to establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each employee properly correspond with amounts withheld from the employee’s Earnings, (v) to amend the Plan and/or any outstanding rights to enable the Plan and/or outstanding rights to qualify under Section 423 of the Code, and (vi) to establish such other limitations or procedures as the Board determines in its sole discretion advisable which are consistent with the Plan. The actions of the Board pursuant to this paragraph shall not be considered to alter or impair the rights granted under this Offering as they are part of the initial terms of each Offering initiated hereunder.

(b)    Notwithstanding anything in this Offering Document to the contrary, in the event the Board determines that the ongoing operation of the Plan may result in unfavorable financial accounting or regulatory consequences for the Company, the Board may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such adverse accounting or regulatory consequence including, but not limited to: (1) altering the purchase price of stock to be acquired pursuant to rights granted under the Plan for any Offering, including an Offering underway at the time of the change in purchase price; (2) shortening any Offering so that the Offering ends on a new Purchase Date, including an Offering underway at the time of the Board’s action; and (3) allocating shares. Such modifications or amendments shall not require stockholder approval or the consent of any employees. The actions of the Board pursuant to this paragraph shall not be considered to alter or impair the rights granted under this Offering as they are part of the initial terms of each Offering initiated hereunder.

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EX-99.7

EXHIBIT 99.7

NVIDIA Corporation

2000 Nonstatutory Equity Incentive Plan

Adopted August 1, 2000

Amended December 22, 2000

Amended January 2, 2001

Amended January 28, 2001

Adjusted for 2-for-1 Stock Split on September 17, 2001

Amended November 6, 2001

Amended August 16, 2002

Shareholder Approval Not Required

Termination Date: None

1.    PURPOSES.

(a)    The purpose of the Plan is to provide a means by which eligible Employees and Consultants to the Company and its Affiliates may be given an opportunity to benefit from increases in value of the stock of the Company through the granting of (i) Nonstatutory Stock Options, (ii) stock bonuses, and (iii) rights to purchase restricted stock.

(b)    The Company, by means of the Plan, seeks to retain the services of persons who are now Employees or Consultants to the Company or its Affiliates, to secure and retain the services of new Employees and Consultants, and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.

(c)    The Company intends that the Stock Awards issued under the Plan shall, in the discretion of the Board be either (i) Options granted pursuant to Section 6 hereof, or (ii) stock bonuses or rights to purchase restricted stock granted pursuant to Section 7 hereof. All Options shall be designated Nonstatutory Stock Options at the time of grant, and in such form as issued pursuant to Section 6.

2.    DEFINITIONS.

(a)    Affiliate means any parent corporation or subsidiary corporation, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f) respectively, of the Code.

(b)    Board means the Board of Directors of the Company.

(c)    Code means the Internal Revenue Code of 1986, as amended.

(d)    Common Stock means the common stock of the Company.

(e)    Committee means a committee appointed by the Board in accordance with subsection 3(c) of the Plan.

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(f)    Company means NVIDIA Corporation.

(g)    Consultant means any person, including an advisor, engaged by the Company or an Affiliate to render consulting services and who is compensated for such services, provided that the term “Consultant” shall not include Directors who are paid only a director’s fee by the Company or who are not compensated by the Company for their services as Directors. The term “Consultant” shall include members of the Board of Directors of an Affiliate.

(h)    Continuous Service means that the Participant’s service with the Company or an Affiliate, whether as an Employee or Consultant, is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee or Consultant or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s Continuous Service. For example, a change in status from an Employee of the Company to a Consultant or a director of an Affiliate will not constitute an interruption of Continuous Service as an Employee. The Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of: (i) any leave of absence approved by the Board or the chief executive officer of the Company, including sick leave, military leave, or any other personal leave; or (ii) transfers between the Company, its Affiliates or their successors.

(i)    Diluted Shares Outstanding means, as of any date, (i) the number of outstanding shares of Common Stock of the Company on such Calculation Date (as defined in Section 4(a) herein), plus (ii) the number of shares of Common Stock issuable upon such Calculation Date assuming the conversion of all outstanding Preferred Stock and convertible notes, plus (iii) the additional number of dilutive Common Stock equivalent shares outstanding as the result of any options or warrants outstanding during the fiscal year, calculated using the treasury stock method.

(j)    Director means a member of the Board.

(k)    Disability means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code.

(l)    Employee means any person, including an Officer or Director, employed by the Company or any Affiliate. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

(m)    Exchange Act means the Securities Exchange Act of 1934, as amended.

(n)    Fair Market Value means, as of any date, the value of the Common Stock 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, the Fair

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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;

(ii)    If the Common Stock is quoted on the Nasdaq Small-Cap Market or is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a share of Common Stock shall be the mean between the bid and asked prices for the 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;

(iii)    In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Board.

(o)    Listing Date means the first date upon which any security of the Company is listed (or approved for listing) upon notice of issuance on any securities exchange, or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system if such securities exchange or interdealer quotation system has been certified in accordance with the provisions of Section 25100(o) of the California Corporate Securities Law of 1968.

(p)    Incentive Stock Option means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(q)    Nonstatutory Stock Option means an Option not intended to qualify as an Incentive Stock Option.

(r)    Officer means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. Officer also means a person who possesses the authority of an “officer” as that term is used in Rule 4460(i)(1)(A) of the Rules of the National Association of Securities Dealers, Inc. For purposes of the Plan, a person in the position of “Vice President” or higher shall be classified as an “Officer” unless the Board expressly finds that such person does not possess the authority of an “officer” as that term is used in Rule 4460(i)(1)(A) of the Rules of the National Association of Securities Dealers, Inc.

(s)    Option means a stock option granted pursuant to the Plan.

(t)    Option Agreement means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.

(u)    Optionholder means an Employee or Consultant who holds an outstanding Option.

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(v)    Plan means this NVIDIA Corporation 2000 Nonstatutory Equity Incentive Plan.

(w)    Stock Award means any right granted under the Plan, including any Option, any stock bonus, and any right to purchase restricted stock.

(x)    Stock Award Agreement means a written agreement between the Company and a holder of a Stock Award evidencing the terms and conditions of an individual Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan.

(y)    Ten Percent Shareholder means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of its Affiliates.

3.    ADMINISTRATION.

(a)    The Plan shall be administered by the Board unless and until the Board delegates administration to a Committee, as provided in subsection 3(c).

(b)    The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i)    To determine from time to time which of the persons eligible under the Plan shall be granted Stock Awards; when and how each Stock Award shall be granted; whether a Stock Award will be a Nonstatutory Stock Option, a stock bonus, a right to purchase restricted stock, or a combination of the foregoing; the provisions of each Stock Award granted (which need not be identical), including the time or times when a person shall be permitted to receive stock pursuant to a Stock Award; and the number of shares with respect to which a Stock Award shall be granted to each such person.

(ii)    To construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

(iii)    To amend the Plan or a Stock Award as provided in Section 13.

(iv)    Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company which are not in conflict with the provisions of the Plan.

(c)    The Board may delegate administration of the Plan to a committee or committees of one or more members of the Board, and the term “Committee” shall apply to any person or persons to whom such authority has been delegated. 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, including the power to delegate to a subcommittee

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any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), 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.

(d)    All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.

4.    SHARES SUBJECT TO THE PLAN.

(a)    Subject to the provisions of Section 12 relating to adjustments upon changes in stock, the stock that may be issued pursuant to Stock Awards shall not exceed in the aggregate Twenty-One Million Nine Hundred Thirty-Nine Thousand Two Hundred Two (21,939,202) shares¹ of the Company’s Common Stock. If any Stock Award shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, the stock not acquired under such Stock Award shall revert to and again become available for issuance under the Plan. If the Company repurchases unvested shares acquired pursuant to a Stock Award, the shares of Common Stock so repurchased shall revert to and again become available for issuance under the Plan.

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

5.    ELIGIBILITY.

(a)    Eligibility for Stock Awards.  Stock Awards may be granted to Employees and Consultants who are not Officers, Directors or Ten Percent Shareholders at the time of grant.

(b)    Consultants.

(i)    A Consultant shall not be eligible for the grant of a Stock Award if, at the time of grant, a Form S-8 Registration Statement under the Securities Act (“Form S-8”) is not available to register either the offer or the sale of the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, or because the Consultant is not a natural person, or as otherwise provided by the rules governing the use of Form S-8, unless the Company determines both (i) that such grant (A) shall be registered in another manner under the Securities Act (e.g., on a Form S-3 Registration Statement) or (B) does

¹     The initial 2,317,155 shares reserved for issuance were increased by the Board of Directors on December 22, 2000 and on January 2, 2001 by 3,200,000 shares and 250,000 shares, respectively, so that an aggregate of 5,767,155 shares were reserved for issuance. The shares were increased by the Board of Directors on January 28, 2001 by 2,327,446 shares to a total of 8,094,601 shares were reserved for issuance. This number was adjusted to 16,189,202 shares pursuant to the 2-for-1 stock split on September 11, 2001. On November 6, 2001, the Board of Directors approved an increase of 750,000 shares to a total of 16,939,202 shares. On August 16, 2002, the Compensation Committee approved an increase of 5,000,000 shares to a total of 21,939,202 shares.

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not require registration under the Securities Act in order to comply with the requirements of the Securities Act, if applicable, and (ii) that such grant complies with the securities laws of all other relevant jurisdictions.

(ii)    Form S-8 generally is available to consultants and advisors only if (1) they are natural persons; (2) they provide bona fide services to the issuer, its parents, its majority-owned subsidiaries and (3) the services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the issuer’s securities.

6.    OPTION PROVISIONS.

Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:

(a)    Term.  The Board shall determine the term of each Option.

(b)    Price.  The Board shall determine the exercise price of each Option.

(c)    Consideration.

(i)    The purchase price of stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (1) in cash at the time the Option is exercised, or (2) at the discretion of the Board (a) by delivery to the Company of other Common Stock, (b) according to a deferred payment or other arrangement (which may include, without limiting the generality of the foregoing, the use of other Common Stock) with the person to whom the Option is granted or to whom the Option is transferred pursuant to subsection 6(d), or (c) in any other form of legal consideration that may be acceptable to the Board.

(ii)    At any time that the Company is incorporated in Delaware, then payment of the Common Stock’s “par value,” as defined in the Delaware General Corporation Law, shall not be made by deferred payment. In the case of any deferred payment arrangement, interest shall be compounded at least annually and shall be charged at the minimum rate of interest necessary to avoid the treatment as interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement.

(iii)    Unless otherwise specifically provided in the Option, the purchase price of Common Stock acquired pursuant to an Option that is paid by delivery to the Company of other Common Stock acquired, directly or indirectly from the Company, shall be paid only by shares of the Common Stock of the Company that have been held for more than six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes).

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(d)    Transferability.  An Option shall be transferable to the extent provided in the Option Agreement. If the Option does not provide for transferability, 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. Notwithstanding the foregoing provisions of subsection 6(d), the person to whom the Option is granted 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 Optionholder, shall thereafter be entitled to exercise the Option.

(e)    Vesting.  The total number of shares of stock subject to an Option may, but need not, be allotted in periodic installments (which may, but need not, be equal). The Option Agreement may provide that from time to time during each of such installment periods, the Option may become exercisable (“vest”) with respect to some or all of the shares allotted to that period, and may be exercised with respect to some or all of the shares allotted to such period and/or any prior period as to which the Option became vested but was not fully exercised. The Option may be subject to such other terms and conditions on the time or times when it may be exercised which may be based upon performance or other criteria as the Board may deem appropriate. The provisions of this subsection 6(e) are subject to any Option provisions governing the minimum number of shares as to which an Option may be exercised.

(f)    Termination Of Continuous Service.  In the event an Optionholder’s Continuous Service terminates (other than upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise it at the date of termination) but only within such period of time ending on the earlier of (i) the date three (3) months after the termination of the Optionholder’s Continuous Service (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance under the Plan.

(g)    Disability Of Optionholder.  In the event an Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option, (to the extent such Optionholder was entitled to exercise it at the date of termination) but only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination (or such longer or shorter period specified in the Option Agreement) or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, at the date of termination, the Optionholder is not entitled to exercise his or her entire Option, the shares covered by the unexercisable portion of the Option shall revert to and again become available for issuance under the Plan. If, after termination, the Optionholder does not exercise his or her Option within the time specified herein, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance under the Plan.

(h)    Death Of Optionholder.  In the event of the death of an Optionholder during, or within a period specified in the Option after the termination of, the Optionholder’s Continuous

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Status as an Employee, Director, or Consultant, the Option may be exercised (to the extent the Optionholder was entitled to exercise the Option at the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the option upon the Optionholder’s death pursuant to subsection 6(d), but only within the period ending on the earlier of (i) the date eighteen (18) months following the date of death (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of such Option as set forth in the Option Agreement. If, at the time of death, the Optionholder was not entitled to exercise his or her entire Option, the shares covered by the unexercisable portion of the Option shall revert to and again become available for issuance under the Plan. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance under the Plan.

(i)    Early Exercise.  The Option may, but need not, include a provision whereby the Optionholder may elect at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the shares subject to the Option prior to the full vesting of the Option. Any unvested shares so purchased may be subject to a repurchase right in favor of the Company or to any other restriction the Board determines to be appropriate.

(j)    Re-Load Options.  Without in any way limiting the authority of the Board to make or not to make grants of Options hereunder, the Board shall have the authority (but not an obligation) to include as part of any Option Agreement a provision entitling the Optionholder to a further Option (a “Re-Load Option”) in the event the Optionholder exercises the Option evidenced by the Option agreement, in whole or in part, by surrendering other shares of Common Stock in accordance with this Plan and the terms and conditions of the Option Agreement. Any such Re-Load Option (i) shall be for a number of shares equal to the number of shares surrendered as part or all of the exercise price of such Option; (ii) shall have an expiration date which is the same as the expiration date of the Option the exercise of which gave rise to such Re-Load Option; and (iii) shall have an exercise price which is equal to one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Re-Load Option on the date of exercise of the original Option.

7.    TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTED STOCK.

Each stock bonus or restricted stock purchase agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of stock bonus or restricted stock purchase agreements may change from time to time, and the terms and conditions of separate agreements need not be identical, but each stock bonus or restricted stock purchase agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions as appropriate:

(a)    Purchase Price.  The Board shall determine the purchase price under each restricted stock purchase agreement. The Board may determine that eligible participants in the Plan may be awarded stock pursuant to a stock bonus agreement in consideration for past services actually rendered to the Company or for its benefit.

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(b)    Transferability.  Rights to purchase shares under a stock bonus or restricted stock purchase agreement shall be transferable by the grantee only upon such terms and conditions as are set forth in the applicable Stock Award Agreement, as the Board shall determine in its discretion, so long as stock awarded under such Stock Award Agreement remains subject to the terms of the agreement.

(c)    Consideration.  The purchase price of stock acquired pursuant to a stock purchase agreement shall be paid either: (i) in cash at the time of purchase; (ii) at the discretion of the Board, according to a deferred payment or other arrangement with the person to whom the stock is sold; or (iii) in any other form of legal consideration that may be acceptable to the Board in its discretion. Notwithstanding the foregoing, the Board may award stock pursuant to a stock bonus agreement in consideration for past services actually rendered to the Company or for its benefit.

(d)    Vesting.  Shares of stock sold or awarded under the Plan may, but need not, be subject to a repurchase option in favor of the Company in accordance with a vesting schedule to be determined by the Board.

(e)    Termination Of Continuous Service.  In the event a Participant’s Continuous Service terminates, the Company may repurchase or otherwise reacquire any or all of the shares of stock held by that person which have not vested as of the date of termination under the terms of the stock bonus or restricted stock purchase agreement between the Company and such person.

8.    CANCELLATION AND RE-GRANT OF OPTIONS.

The Board shall have the authority to effect, at any time and from time to time, (i) the repricing of any outstanding Options, and (ii) with the consent of the affected holders of Options, the cancellation of any outstanding Options under the Plan and the grant in substitution therefor of new Options under the Plan covering the same or different numbers of shares of stock.

9.    COVENANTS OF THE COMPANY.

(a)    During the terms of the Stock Awards, the Company shall keep available at all times the number of shares of stock required to satisfy such Stock Awards.

(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 Stock Award; provided, however, that this undertaking shall not require the Company to register under the Securities Act either the Plan, any Stock Award or any stock issued or issuable pursuant to any such Stock Award. 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 Stock Awards unless and until such authority is obtained.

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10.    USE OF PROCEEDS FROM STOCK.

Proceeds from the sale of stock pursuant to Stock Awards shall constitute general funds of the Company.

11.    MISCELLANEOUS.

(a)    The Board shall have the power to accelerate the time at which a Stock Award may first be exercised or the time during which a Stock Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Stock Award stating the time at which it may first be exercised or the time during which it will vest.

(b)    Neither an Employee or Consultant nor any person to whom a Stock Award is transferred under subsection 6(d) or 7(b) 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 Stock Award unless and until such person has satisfied all requirements for exercise of the Stock Award pursuant to its terms.

(c)    Nothing in the Plan or any instrument executed or Stock Award granted pursuant thereto shall confer upon any Employee, Consultant or other holder of Stock Awards any right to continue in the employ of the Company or any Affiliate (or to continue acting as a Consultant) or shall affect the right of the Company or any Affiliate to terminate the employment or relationship as a Consultant of any Employee, Consultant or other holder of Stock Awards with or without cause.

(d)    The Company may require any person to whom a Stock Award is granted, or any person to whom a Stock Award is transferred pursuant to subsection 6(d) or 7(b), as a condition of exercising or acquiring stock under any Stock Award, (i) to give written assurances satisfactory to the Company as to such person’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters, and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company stating that such person is acquiring the stock subject to the Stock Award for such person’s own account and not with any present intention of selling or otherwise distributing the stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (1) the issuance of the shares upon the exercise or acquisition of stock under the Stock Award has been registered under a then currently effective registration statement under the Securities Act, or (2) 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, 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.

(e)    To the extent provided by the terms of a Stock Award Agreement, the person to whom a Stock Award is granted may satisfy any federal, state or local tax withholding obligation

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relating to the exercise or acquisition of stock under a Stock Award by any of the following means or by a combination of such means: (1) tendering a cash payment; (2) authorizing the Company to withhold shares from the shares of the Common Stock otherwise issuable to the participant as a result of the exercise or acquisition of stock under the Stock Award, provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (3) delivering to the Company owned and unencumbered shares of Common Stock.

(i)    The terms of any repurchase option shall be specified in the Stock Award and may be either at fair market value or at not less than the original purchase price.

12.    ADJUSTMENTS UPON CHANGES IN STOCK.

(a)    If any change is made in the stock subject to the Plan, or subject to any Stock Award (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 otherwise), the Plan will be appropriately adjusted in the class(es) and maximum number of shares subject to the Plan pursuant to subsection 4(a) and the outstanding Stock Awards will be appropriately adjusted in class(es) and number of shares and price per share of stock subject to such outstanding Stock Awards.

(b)    In the event of a dissolution or liquidation of the Company, then, upon advance written notice by the Company of at least ten (10) business days to the holders of any Stock Awards outstanding under the Plan, such Stock Awards shall be terminated if not exercised (if applicable) prior to such event.

(c)    In the event of (1) a sale of substantially all of the assets of the Company, (2) a merger or consolidation in which the Company is not the surviving corporation or (3) a reverse merger in which the Company is the surviving corporation but the shares of 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, then any surviving corporation or acquiring corporation shall assume any Stock Awards outstanding under the Plan or shall substitute similar stock awards (including an award to acquire the same consideration paid to the shareholders in the transaction described in this subsection for those outstanding under the Plan. In the event any surviving corporation or acquiring corporation refuses to assume such Stock Awards or to substitute similar stock awards for those outstanding under the Plan, then with respect to Stock Awards held by persons whose Continuous Service has not terminated, the vesting of such Stock Awards (and, if applicable, the time during which such Stock Awards may be exercised) shall be accelerated upon prior written notice by the Company to the holders of such Stock Awards at least five (5) business days prior to such event and the Stock Awards shall terminate if not exercised (if applicable) at or prior to such event. With respect to any other Stock Awards outstanding under the Plan, upon advance written notice by the Company of at least five (5) business days to the holders of such Stock Awards, such Stock Awards shall terminate if not exercised (if applicable) prior to such event.

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13.    AMENDMENT OF THE PLAN AND STOCK AWARDS.

(a)    The Board at any time, and from time to time, may amend the Plan.

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

(c)    The Board at any time, and from time to time, may amend the terms of any one or more Stock Award; provided, however that the rights and obligations under any Stock Award shall not be impaired by any such amendment unless (i) the Company requests the consent of the person to whom the Stock Award was granted and (ii) such person consents in writing.

14.    TERMINATION OR SUSPENSION OF THE PLAN.

(a)    The Board may suspend or terminate the Plan at any time.

(b)    Rights and obligations under any Stock Award granted while the Plan is in effect shall not be altered or impaired by suspension or termination of the Plan, except with the consent of the person to whom the Stock Award was granted.

15.    EFFECTIVE DATE OF PLAN.

The Plan shall become effective on the date adopted by the Board.

16.    CHOICE OF LAW.

The law of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state’s conflict of laws rules.

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