NVIDIA 2013 Annual Report Download - page 223

NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
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2007 Plan is suspended or after it is terminated. The Board may also amend the Restated 2007 Plan at any time. However,
if legal, regulatory or listing requirements require stockholder approval, the amendment will not go into effect until the
stockholders have approved the amendment.
PortalPlayer, Inc. 1999 Stock Option Plan
We assumed options issued under the PortalPlayer, Inc. 1999 Stock Option Plan, or the 1999 Plan, when we
completed our acquisition of PortalPlayer on January 5, 2007. Options to purchase 920 shares of NVIDIA common
stock remain outstanding under the 1999 Plan. We do not intend to grant future stock awards under the 1999 Plan.
1998 and 2012 Employee Stock Purchase Plans
In February 1998, our Board approved the 1998 Employee Stock Purchase Plan, or the 1998 Plan. At the Annual
Meeting of Stockholders held on May 17, 2012, our stockholders approved the 2012 Employee Stock Purchase Plan, or the
2012 Plan, the successor to the 1998 Plan, and collectively with the 1998 Plan, the ESPP Plans.
Prior to the effective date of the 2012 Plan, we had authorized a total of 78,000,000 shares for issuance under the 1998
Plan, 54,567,667 shares of which had been issued, 15,000,000 shares of which were reserved for issuance pursuant to
outstanding purchase rights and 8,432,333 shares of which were available for future issuance. Upon its approval by our
stockholders, the maximum aggregate number of shares that could be issued under the 2012 Plan would not exceed 55,432,333
shares.
Effective upon the August 31, 2012 purchase date pursuant to the 1998 Plan, of the 15,000,000 shares which had been
reserved for issuance pursuant to outstanding purchase rights, 2,687,698 shares were issued pursuant to outstanding purchase
rights, 183,000 shares were available but reserved for future issuance, and the remaining 12,129,302 shares were moved
into the share reserve of the 2012 Plan. Effective upon the February 28, 2013 purchase date pursuant to the 1998 Plan, 8,819
shares were issued pursuant to outstanding purchase rights, and the remaining 174,181 shares were moved into the share
reserve of the 2012 Plan. At January 26, 2014, under the 2012 Plan, we had issued 6,115,403 shares and reserved 46,620,413
shares for future issuance.
Each of the ESPP Plans is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal
Revenue Code. Under the current offerings adopted pursuant to the ESPP Plans, each offering period is 24 months, which
is divided into four purchase periods of six months.
Employees are eligible to participate if they are employed by us or an affiliate of us as designated by the Board.
Employees who participate in an offering may have up to 10% of their earnings withheld pursuant to the ESPP Plans up to
certain limitations and applied on specified dates determined by the Board to the purchase of shares of common stock. The
Board may increase this percentage at its discretion, up to 15%. The price of common stock purchased under the ESPP
Plans will be equal to 85% of the lower of the fair market value of the common stock on the commencement date of each
offering period and the purchase date of each offering period. During fiscal years 2014, 2013 and 2012, employees purchased
approximately 6.1 million, 5.5 million, and 5.8 million shares, respectively, under the ESPP Plans with weighted-average
prices of $10.79, $10.83, and $8.18 per share, respectively, and weighted average grant-date fair values of $5.60, $5.16 and
$5.47 per share, respectively. Employees may end their participation in the ESPP Plans at any time during the offering
period, and participation ends automatically on termination of employment with us and in each case their contributions are
refunded.