NVIDIA 2013 Annual Report Download - page 77

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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 Amended 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 named executive
officers would have received if the unvested options, RSUs and PSUs held by them as of January 26, 2014 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 named executive officer by the difference between the
closing price of our common stock on January 24, 2014, the last trading day of fiscal year 2014, as reported by NASDAQ,
which was $15.56, 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 named executive officer by the closing
price of our common stock on January 24, 2014, the last trading day of fiscal year 2014, as reported by NASDAQ, which
was $15.56.
Name
Unvested
In-the-Money Options,
RSUs and PSUs at
January 26, 2014 (#)
Total
Estimated Benefit ($)
Jen-Hsun Huang . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 948,750 (1) 4,420,378
Colette M. Kress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 220,000 3,423,200
Karen T. Burns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,360 650,918
Ajay K. Puri . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 234,952 1,658,750
David M. Shannon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,852 1,506,472
Debora Shoquist . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178,776 1,321,547
________
(1) Includes 180,000 unvested PSUs, representing the probable outcome of the performance-related conditions at Target on
the date of grant. Upon certification by our Compensation Committee in February 2014, 194,491 of Mr. Huang’s PSUs
became eligible to vest.