NVIDIA 2013 Annual Report Download - page 103

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eligible employee elects to join an offering period, he or she is granted a purchase right to acquire shares of our common
stock on each purchase date within the offering period. On the purchase date, all contributions collected from the participant
are automatically applied to the purchase of our common stock, subject to certain limitations.
The Plan Administrator has the discretion to structure an offering so that if the fair market value of our common stock
on the first trading day of a new purchase period within the offering period is less than or equal to the fair market value of
our common stock on the first day of the offering period, then that offering will terminate immediately as of that first trading
day, and the participants in such terminated offering will be automatically enrolled in a new offering beginning on the first
trading day of such new purchase period.
Eligibility. Generally, each regular employee (including officers) employed by us, by any of our parent or subsidiary
companies designated by the Plan Administrator, or by any branch or representative office of any of our parent or subsidiary
companies designated by the Plan Administrator may participate in offerings under the Amended and Restated 2012 Purchase
Plan, provided such employee has been in our continuous employment for such period preceding the first day of the offering
period as the Plan Administrator may require, but in no event may the required period of continuous employment be greater
than two years. In addition, the Plan Administrator may (unless prohibited by law) provide that an employee will not be
eligible to be granted purchase rights under the Amended and Restated 2012 Purchase Plan unless such employee is
customarily employed for more than 20 hours per week and five months per calendar year. The Plan Administrator may
provide in any offering that certain of our employees who are “highly compensated” as defined in the Code are not eligible
to participate in the Amended and Restated 2012 Purchase Plan.
However, no employee is eligible to participate in the Amended and Restated 2012 Purchase Plan if, immediately after
the grant of purchase rights, the employee would own, directly or indirectly, stock possessing 5% or more of the total
combined voting power or value of all classes of our stock or of any of our parent or subsidiary companies, including any
stock which such employee may purchase under all outstanding purchase rights and options. In addition, no employee may
purchase more than $25,000 worth of our common stock, valued at the time each purchase right is granted, for each calendar
year during which those purchase rights are outstanding.
All of our approximately 8,840 employees working more than 20 hours per week as of March 25, 2014 are eligible to
participate in the Amended and Restated 2012 Purchase Plan.
Participation in the Amended and Restated 2012 Purchase Plan. An eligible employee may enroll in the Amended and
Restated 2012 Purchase Plan by delivering to us, prior to the date selected by the Plan Administrator as the beginning of
an offering period, an agreement authorizing contributions as specified by the Plan Administrator, which may be up to 15%
of such employee’s earnings during the applicable period.
Purchase Price. The purchase price per share at which shares of our common stock are sold on each purchase date during
an offering period will not be less than 85% of the lesser of (i) the fair market value per share of our common stock on that
purchase date or (ii) the fair market value per share of our common stock on the first day of the offering period. As of March
25, 2014, the closing price of our common stock as reported on the NASDAQ Global Select Market was $18.45 per share.
Payment of Purchase Price; Contributions. The purchase price of the shares is generally funded by payroll deductions
accumulated over the offering period, unless otherwise required by local laws. During an offering, a participant may change
his or her rate of contributions, as determined by the Plan Administrator in the offering. All contributions made for a
participant are credited to his or her account under the Amended and Restated 2012 Purchase Plan and deposited with our
general funds.
Purchase of Stock. By executing an agreement to participate in the Amended and Restated 2012 Purchase Plan, an employee
is entitled to purchase shares under the Amended and Restated 2012 Purchase Plan. In connection with offerings made under
the Amended and Restated 2012 Purchase Plan, the Plan Administrator may specify a maximum number of shares of common
stock that each participant may purchase and a maximum aggregate number of shares of common stock that may be purchased
by all participants in such offering. If the aggregate number of shares to be purchased upon exercise of outstanding purchase