NVIDIA 2016 Annual Report Download - page 213

NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
67
Additionally, for employee stock option, RSU, PSU and market-based PSU awards, we estimate forfeitures annually
and revise the estimates of forfeiture in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are
estimated based on historical experience.
Equity Incentive Program
We grant stock options, RSUs, PSUs, market-based PSUs and stock purchase rights under the following equity incentive
plans.
Amended and Restated 2007 Equity Incentive Plan
In 2007, our shareholders approved the NVIDIA Corporation 2007 Equity Incentive Plan, which was subsequently
amended and restated in 2012, 2013 and 2014, or the 2007 Plan.
The 2007 Plan authorizes the issuance of incentive stock options, non-statutory stock options, restricted stock, restricted
stock unit, stock appreciation rights, performance stock awards, performance cash awards, and other stock-based awards
to employees, directors and consultants. Only our employees may receive incentive stock options. Up to 187,767,766 shares
of our common stock may be issued pursuant to stock awards granted under the 2007 Plan. Currently, we grant RSUs, PSUs
and market-based PSUs under the 2007 Plan, under which, as of January 31, 2016, there were 13,538,400 shares available
for future issuance.
Stock options previously granted to employees, subject to certain exceptions, vest over a four year period, subject to
continued service, with 25% vesting on the anniversary of the hire date in the case of new hires or the anniversary of the
date of grant in the case of grants to existing employees and 6.25% vesting at the end of each quarterly period thereafter.
Stock options previously granted under the 2007 Plan generally expire ten years from the date of grant.
Subject to certain exceptions, RSUs granted to employees vest over a four year period, subject to continued service,
with 25% vesting on a pre-determined date that is close to the anniversary of the date of grant and 12.5% vesting semi-
annually thereafter until fully vested.
PSUs vest on a similar schedule as our RSUs. Market-based PSUs vest 100% on approximately the three-year
anniversary of the date of grant. However, the number of shares subject to both PSUs and market-based PSUs that are
eligible to vest is generally determined by the Compensation Committee based on achievement of pre-determined criteria.
Unless terminated sooner, the 2007 Plan is scheduled to terminate on March 21, 2022. Our Board may suspend or
terminate the 2007 Plan at any time. No awards may be granted under the 2007 Plan while the 2007 Plan is suspended
or after it is terminated. The Board may also amend the 2007 Plan at any time. However, if legal, regulatory or listing
requirements require shareholder approval, the amendment will not go into effect until the shareholders have approved the
amendment.
2012 Employee Stock Purchase Plan
In 2012, our shareholders approved the 2012 Employee Stock Purchase Plan, which was subsequently amended and
restated in 2014, or the 2012 Plan, as the successor to the 1998 Employee Stock Purchase Plan.
Up to 65,235,816 shares of our common stock may be issued pursuant to purchases under the 2012 Plan. As of January 31,
2016, we had issued 18,459,901 shares and reserved 46,775,915 shares for future issuance under the 2012 Plan.
The 2012 Plan 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 2012 Plan, each offering period is 24 months, which is divided
into four purchase periods of six months.