NVIDIA 2016 Annual Report Download - page 105

87
However, no employee is eligible to participate in the 2012 ESPP 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 9,283 employees working more than 20 hours per week as of March 21, 2016 are eligible to
participate in the 2012 ESPP.
Participation in the 2012 ESPP. An eligible employee may enroll in the 2012 ESPP 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 21, 2016, the closing price of our common stock as reported on the NASDAQ Global Select Market was $33.91
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 2012 ESPP and deposited with our general funds, unless otherwise
required by local laws.
Purchase of Stock. By executing an agreement to participate in the 2012 ESPP, an employee is entitled to purchase
shares under the 2012 ESPP. In connection with offerings made under the 2012 ESPP, 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 rights in the offering would exceed any such maximum number, the Plan
Administrator will make a pro rata allocation of available shares in a uniform and equitable manner. Unless an employee’s
participation is discontinued, his or her right to purchase shares is exercised automatically on the next purchase date at the
applicable price. See “Withdrawal” below.
Withdrawal. Participants may withdraw from a given offering period by delivering a withdrawal form provided by us
and terminating their contributions. Such withdrawal may occur at any time prior to the end of an offering, except as
otherwise provided by the Plan Administrator. Upon such withdrawal, we will refund accumulated but unused contributions
without interest to the employee, and such employee’s right to participate in that offering will terminate. However, an
employee’s withdrawal from an offering does not affect such employee’s eligibility to participate in future offerings under
the 2012 ESPP.
Termination of Employment. Purchase rights granted pursuant to any offering under the 2012 ESPP terminate
immediately upon cessation of employment for any reason or if a participant is otherwise no longer eligible to participate,
and we will refund all accumulated but unused contributions to such employee without interest.
Restrictions on Transfer and Sales. Purchase rights granted under the 2012 ESPP are not transferable and may be
exercised only by the person to whom such rights are granted, except by will, by the laws of descent and distribution, or,
if permitted by us by a beneficiary designation.
Changes in Capitalization. In the event of certain capitalization adjustments, the Plan Administrator will appropriately
and proportionately adjust: (i) the class(es) and maximum number of securities subject to the 2012 ESPP; (ii) the class(es)