NVIDIA 2014 Annual Report Download - page 55

Table of Contents
Employment, Severance and Change-in-Control Arrangements
Employment Agreements. Our executive officers are “at-will” employees and we do not have employment, severance or change-in-
control
agreements with our executive officers.
Change-in-Control Arrangements.
Our 1998 Plan provides that if we sell all or substantially all of our assets, or we are involved in any
merger or any consolidation in which we are not the surviving corporation, or if there is any other change-in-
control, all outstanding awards
under the 1998 Plan held by all employees then providing services, including our executive officers, will either (a) be assumed or substituted for
by the surviving entity or (b) if not assumed or substituted, the vesting and exercisability of the awards will accelerate in full and the awards will
terminate if they are not exercised prior to the closing of the change-in-control.
Our 2007 Plan provides that in the event of a corporate transaction or a change-in-
control, outstanding stock awards may be assumed,
continued, or substituted by the surviving corporation. If the surviving corporation does not assume, continue, or substitute such stock awards,
then (a) with respect to any stock awards that are held by individuals performing services for NVIDIA immediately prior to the effective time of
the transaction, the vesting and exercisability provisions of such stock awards will be accelerated in full and such stock awards will be
terminated if not exercised prior to the effective date of the corporate transaction or change-in-
control, and (b) all other outstanding stock awards
will be terminated if not exercised on or prior to the effective date of the corporate transaction or change-in-control.
Potential Payments Upon Termination or Change-in-Control
Upon a change-in-
control or certain other corporate transactions of NVIDIA, unvested options, RSUs and PSUs will fully vest in some cases
as described above under Employment, Severance and Change-in-Control Arrangements—Change-in-Control Arrangements.
The table below
shows our estimates of the amount of the benefit each of our NEOs would have received if the unvested options, RSUs and PSUs held by them
as of January 25, 2015 had become fully vested as a result of a change-in-
control. The estimated benefit amount of unvested options was
calculated by multiplying the number of in-the-
money unvested options held by the applicable NEO by the difference between the $20.71
closing price of our common stock on January 23, 2015, the last trading day of Fiscal 2015, as reported by NASDAQ, and the exercise price of
the option. The estimated benefit amount of unvested RSUs and unvested PSUs was calculated by multiplying the number of RSUs or PSUs held
by the applicable NEO by the $20.71 closing price of our common stock on January 23, 2015.
________
(1)
The amounts in this column include unvested PSUs for each NEO, representing the probable outcome of the performance-
related conditions at
Target on the March 12, 2014 grant date, as set forth under “Estimated PSUs at Target” .
Upon certification by our CC in March 2015, the
actual number of such NEO’s PSUs that became eligible to vest are set forth under “Actual PSUs Eligible to Vest”:
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Name Unvested In-the-Money Options, RSUs and
PSUs at January 25, 2015 (#)
(1)
Total Estimated Benefit ($)
Jen-Hsun Huang
1,105,934
14,497,003
Colette M. Kress
294,500
6,099,095
Ajay K. Puri
266,702
3,897,995
David M. Shannon
230,366
3,362,604
Debora Shoquist
213,277
3,219,559
Name Estimated PSUs at Target Actual PSUs Eligible to Vest
Jen-Hsun Huang
400,000
600,000
Colette M. Kress
77,500
155,000
Ajay K. Puri
65,000
130,000
David M. Shannon
58,000
116,000
Debora Shoquist
52,000
104,000