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Table of Contents
Equity Compensation Plan Information
The number of shares issuable upon exercise of outstanding stock options, RSUs and PSUs, the weighted-
average exercise price of
outstanding stock options, and the number of stock awards remaining for future issuance under each of our equity compensation plans as of
January 25, 2015 are summarized as follows:
__________
PortalPlayer, Inc. 2004 Stock Incentive Plan
We assumed the 2004 Plan and all related outstanding options in connection with our acquisition of PortalPlayer, Inc. in January 2007. The
2004 Plan was adopted by the PortalPlayer stockholders in 2004. Each option we assumed in connection with our acquisition of PortalPlayer has
been converted into the right to purchase that number of shares of NVIDIA common stock determined by multiplying the number of shares of
PortalPlayer common stock underlying such option by 0.3601 and then rounding down to the nearest whole number of shares. The exercise price
per share for each assumed option has been similarly adjusted by dividing the exercise price by 0.3601 and then rounding up to the nearest whole
cent. Vesting schedules and expiration dates for the assumed options did not change. Under the 2004 Plan, options generally vest as to 25% of
the shares one year after the date of grant and as to 1/48
th
of the shares each month thereafter and expire ten years from the date of grant. We no
longer make option grants from this plan.
PortalPlayer, Inc. 1999 Stock Option Plan
We assumed options issued under the 1999 Plan when we completed our acquisition of PortalPlayer in January 2007. The 1999 Plan was
terminated upon completion of PortalPlayer’
s initial public offering of common stock in 2004. Each option we assumed in connection with our
acquisition of PortalPlayer has been converted into the right to purchase that number of shares of NVIDIA common stock determined by
multiplying the number of shares of PortalPlayer common stock underlying such option by 0.3601 and then rounding down to the nearest whole
number of shares. The exercise price per share for each assumed option has been similarly adjusted by dividing the exercise price by 0.3601 and
then rounding up to the nearest whole cent. Vesting schedules and expiration dates did not change. Under the 1999 Plan, options generally vest
as to 25% of the shares one year after the date of grant and as to 1/48
th
of the shares each month thereafter and expire ten years from the date of
grant.
50
Plan Category
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a)
Weighted-average
exercise price of
outstanding
options, warrants
and rights ($)
(b)
Number of securities
remaining available for
future issuance under equity compensation
plans (excluding securities reflected in
column (a))
(c)
Equity compensation plans approved by
security holders
(1)
21,342,004
14.60
(2)
76,949,849
(3)
Equity compensation plans not approved
by security holders
(4)
2,713
36.59
(2)
Total
21,344,717
14.61
(2)
76,949,849
(3)
(1)
This row includes our 2007 Plan (which is intended as the successor to and continuation of our 1998 Plan, our 1998 Non-
Employee
Directors’
Stock Option Plan, our 2000 Nonstatutory Equity Incentive Plan and the 2004 Plan) and our 2012 ESPP. Under our 2012
ESPP, participants are permitted to purchase our common stock at a discount on certain dates through payroll deductions within a pre-
determined purchase period. Accordingly, these numbers are not determinable.
(2)
Represents the weighted-
average exercise price of outstanding stock options only.
(3)
The number of shares that remained available for future issuance as of January 25, 2015 is as follows:
Plan Number of shares remaining available for future issuance or for the
grant of future rights as of January 25, 2015
2007 Plan
24,501,781
2012 ESPP
52,448,068
Total
76,949,849
(4)
This row represents the 2004 Plan and the 1999 Plan, which are described below.