NVIDIA 2013 Annual Report Download - page 89

71
Note Regarding Forecasts and Forward-Looking Statements
We do not as a matter of course make public forecasts as to our total shares outstanding and utilization of various equity
awards due to the unpredictability of the underlying assumptions and estimates. In particular, the forecasts set forth above
in this Proposal 4 include embedded assumptions regarding option exercise, employee turnover and competitive grant
guidelines which are highly dependent on the public trading price of our common stock and other factors, which we do not
control, and, as a result, we do not as a matter of practice provide forecasts. In evaluating these forecasts, our Compensation
Committee recognized the high variability inherent in these assumptions.
However, we have included above a summary of these forecasts to give our stockholders access to certain information
that was considered by our Compensation Committee for purposes of evaluating the approval of the Amended and Restated
2007 Plan. These forecasts reflect various assumptions regarding our future operations.
The inclusion of the forecasts set forth above should not be regarded as an indication that these forecasts will be
predictive of actual future outcomes, and the forecasts should not be relied upon as such. Neither we nor any other person
makes any representation to any of our stockholders regarding actual outcomes compared to the information contained in
the forecasts set forth above. Although presented with numerical specificity, the forecasts are not fact and reflect numerous
assumptions and estimates as to future events made by our management that our management believed were reasonable at
the time the forecasts were prepared and other factors such as industry performance and general business, economic,
regulatory, market and financial conditions, as well as factors specific to our business, all of which are difficult to predict
and many of which are beyond the control of our management. In addition, the utilization forecasts with respect to our
equity awards do not take into account any circumstances or events occurring after the date that they were prepared and,
accordingly, do not give effect to any changes to our operations or strategy that may be implemented in the future. Accordingly,
actual outcomes may be, and likely will be, materially different than those reflected in the forecasts. We do not intend to
update or otherwise revise the forecasts to reflect circumstances existing after the date when made or to reflect the occurrence
of future events even if any or all of the assumptions underlying the forecasts are shown to be in error. The forecasts are
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21A
of the Securities Exchange Act of 1934, as amended. These statements involve risks and uncertainties that could cause
actual outcomes to differ materially from those in the forward-looking statements, including our ability to attract and retain
talent, achievement of performance metrics, if any, with respect to certain equity awards, the extent of option exercise
activity, and others described in our Annual Report on Form 10-K for the fiscal year ended January 26, 2014.
Description of the Amended and Restated 2007 Plan
The material features of the Amended and Restated 2007 Plan are outlined below. The following description of the
Amended and Restated 2007 Plan is a summary only and is qualified in its entirety by reference to the complete text of the
Amended and Restated 2007 Plan. Stockholders are urged to read the actual text of the Amended and Restated 2007 Plan
in its entirety, which is appended to this proxy statement as Appendix A.
Purpose. The Amended and Restated 2007 Plan is designed to provide incentives for our employees, directors and
consultants to exert maximum efforts for the success of NVIDIA or any affiliate of ours, and to provide a means by which
eligible recipients may be given an opportunity to benefit from increases in the value of our common stock. In recent years,
we have encountered significant competition for high caliber talent and we believe we must be prepared to offer equity
compensation packages that compete with packages offered by our peer group and larger competitors. Therefore, we are
asking our stockholders to approve the Amended and Restated 2007 Plan so that we can ensure that we have the most
qualified, motivated employees possible to help us grow our business.
Successor to Prior Plans. The Amended and Restated 2007 Plan is a continuation of our 2007 Plan. The 2007 Plan
was the successor to our 1998 Equity Incentive Plan, our 1998 Non-Employee Directors’ Stock Option Plan, our 2000
Nonstatutory Equity Incentive Plan and the PortalPlayer, Inc. 2004 Stock Incentive Plan, which we refer to collectively as
the Prior Plans.