NVIDIA 2016 Annual Report Download - page 63

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For RSUs, our CC makes grants twice each year because it wants to re-assess our executive equity compensation mid-
year. In Fiscal 2016, our CC granted RSUs to each NEO (other than our CEO) in March 2015 representing 50% of the
RSU target opportunity value that the CC established at the start of Fiscal 2015 for each such NEO. In August 2015, our
CC reviewed the potential grant sizes for the second half of the year, based on the RSU target opportunity value established
at the start of Fiscal 2016, and decided no changes for the NEOs were necessary, except with respect to Mr. Puri, who
received an additional 10,000 RSUs because of his extraordinary performance and contributions to the company, as well
as internal pay equity considerations. Therefore, in September 2015 the CC granted RSUs to each NEO (other than the
CEO) representing another 50% of the RSU target opportunity value established at the start of Fiscal 2016 (and an additional
10,000 RSUs for Mr. Puri). All of the RSUs vest over a four year period beginning on the date of grant (with 25% vesting
on approximately the one year anniversary of the date of grant), subject to each NEO’s continued service with us.
For SY PSUs and MY PSUs, the target numbers of shares awarded to each NEO for Fiscal 2016 represented the numbers
of shares eligible to vest upon achievement of Target Compensation Plan performance on the Fiscal 2016 Non-GAAP
Operating Income goal and on the goal of TSR over a 3-year period relative to the S&P 500, respectively. For each of our
NEOs, the minimum number of shares eligible to vest was 25% of the Target Compensation Plan number of shares if
Threshold performance was achieved and the maximum number of shares eligible to vest was capped at 200% of the Target
Compensation Plan number of shares (or 150% for Mr. Huang) if Stretch Operating Plan performance was achieved. No
shares were eligible to vest if Threshold performance was not achieved. If Threshold performance was achieved, 25% of
the eligible SY PSU shares would vest on the one-year anniversary of the grant date and 12.5% of the eligible SY PSU
shares would vest every six months thereafter over the next three years, subject to each NEO’s continued service with us.
Shares underlying any PSUs that are not earned will be cancelled.