NVIDIA 2013 Annual Report Download - page 102

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Description of the Amended and Restated 2012 Purchase Plan
The material features of the Amended and Restated 2012 Purchase Plan are outlined below. The following description
of the Amended and Restated 2012 Purchase Plan is a summary only and is qualified in its entirety by reference to the
complete text of the Amended and Restated 2012 Purchase Plan. Stockholders are urged to read the actual text of the
Amended and Restated 2012 Purchase Plan in its entirety, which is appended to this proxy statement as Appendix B.
Purpose and Background. The purpose of the Amended and Restated 2012 Purchase Plan is to provide a means by which
certain employees may be given an opportunity to purchase our common stock to attract, motivate, and retain the services
of those individuals, and to provide incentives for those individuals to exert maximum efforts toward our success.
The Amended and Restated 2012 Purchase Plan includes two components. One component is designed to allow eligible
employees to purchase our common stock in a manner that may qualify for favorable tax treatment under Section 423 of
the Code. In addition, purchase rights may be granted under a component that does not qualify for such favorable tax
treatment because of deviations necessary to permit participation by eligible employees who are foreign nationals or
employed outside of the U.S. while complying with applicable foreign laws.
Successor to 1998 Purchase Plan. The Amended and Restated 2012 Purchase Plan is the successor to our 1998 Employee
Stock Purchase Plan, or the 1998 Purchase Plan.
Administration. The Amended and Restated 2012 Purchase Plan is administered by our Board, which may in turn delegate
authority to administer the Amended and Restated 2012 Purchase Plan to a committee. Our Board has delegated concurrent
authority to administer the Amended and Restated 2012 Purchase Plan to the Compensation Committee, but may, at any
time, revest in itself some or all of the power previously delegated to the Compensation Committee. Each of the Board and
the Compensation Committee is considered to be a Plan Administrator for purposes of this Proposal 5. The Plan Administrator
has the final power to construe and interpret both the Amended and Restated 2012 Purchase Plan and the purchase rights
granted thereunder. The Plan Administrator has the power, subject to the provisions of the Amended and Restated 2012
Purchase Plan, to determine the provisions of each offering of rights to purchase our common stock, and whether employees
of any of our parent or subsidiary companies will be eligible to participate in the Amended and Restated 2012 Purchase
Plan.
Stock Subject to Amended and Restated 2012 Purchase Plan. If this Proposal 5 is approved, the total number of shares of
our common stock reserved for issuance under the Amended and Restated 2012 Purchase Plan will not exceed 67,932,333
shares. This aggregate share reserve is the sum of (i) 12,500,000 newly requested shares, (ii) 32,000,000 shares, which is
the number of shares that our stockholders approved at our 2012 Annual Meeting, (iii) the number of shares that otherwise
remained available for future offerings under the 1998 Purchase Plan as of the effective date of the 2012 Purchase Plan
(which may not exceed 8,432,333 shares), and (iv) the number of shares subject to outstanding purchase rights granted
under the 1998 Purchase Plan that would otherwise have returned to the 1998 Purchase Plan (such as upon the cancellation
or expiration of an outstanding purchase right), as such shares become available from time to time (which may not exceed
15,000,000 shares).
If any purchase right granted under the Amended and Restated 2012 Purchase Plan terminates without having been
exercised, the shares of common stock not purchased under such purchase right will again become available for issuance
under the Amended and Restated 2012 Purchase Plan.
Offering Periods. Shares of our common stock are offered under the Amended and Restated 2012 Purchase Plan through
a series of offering periods of such duration as determined by the Plan Administrator, provided that in no event may an
offering period exceed 27 months. We may have concurrent or overlapping separate Offerings which vary in terms (although
not inconsistent with the provisions in the Amended and Restated 2012 Purchase Plan and not inconsistent with the
requirements of applicable laws). Each offering period consists of one or more purchase dates, as determined by the Plan
Administrator prior to the commencement of that offering period. The Plan Administrator has the authority to alter the
duration of subsequent offering periods or change the number of purchase dates within each such offering period. When an