NVIDIA 2016 Annual Report Download - page 104

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The 2012 ESPP 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 Internal Revenue 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.
Administration. The 2012 ESPP is administered by our Board, which may in turn delegate authority to administer the
2012 ESPP to a committee. Our Board has delegated concurrent authority to administer the 2012 ESPP to the CC, but may,
at any time, revest in itself some or all of the power previously delegated to the CC. Each of the Board and the CC 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 2012 ESPP and the purchase rights granted thereunder. The Plan Administrator has the power, subject
to the provisions of the 2012 ESPP, 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 (or any branch or representative office of any of our
parent or subsidiary companies) will be eligible to participate in the 2012 ESPP.
Share Reserve. Subject to adjustment for certain changes in our capitalization, the aggregate maximum number of
shares of our common stock authorized for issuance under the 2012 ESPP is 77,932,333 shares, which is the sum of: (i)
10,000,000 newly requested shares; (ii) 12,500,000 shares (the number of shares that our stockholders approved at our 2014
Annual Meeting of Stockholders); (iii) 32,000,000 shares (the number of shares that our stockholders approved at our 2012
Annual Meeting of Stockholders); (iv) the number of shares that otherwise remained available for future offerings under
the 1998 ESPP as of the effective date of the existing 2012 ESPP (which may not exceed 8,432,333 shares); and (v) the
number of shares subject to outstanding purchase rights granted under the 1998 ESPP that would otherwise have returned
to the 1998 ESPP, as such shares become available from time to time (which may not exceed 15,000,000 shares).
If any purchase right granted under the 2012 ESPP terminates without having been exercised in full, the shares of
common stock not purchased under such purchase right will again become available for issuance under the 2012 ESPP.
Offering Periods. Shares of our common stock are offered under the 2012 ESPP 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 of the 2012 ESPP or with the requirements of applicable laws). Each offering period has 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 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 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 2012 ESPP, 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 equal to or 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 2012 ESPP 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 Internal Revenue Code are not eligible to participate in the 2012 ESPP.