NVIDIA 2016 Annual Report Download - page 80

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Employment, Severance and Change-in-Control Arrangements
Employment Agreements. Our executive officers are “at-will” employees and we do not have employment, severance
or change-in-control agreements with our executive officers.
Change-in-Control Arrangements. Our 2007 Plan provides that in the event of a corporate transaction or a change-in-
control, outstanding stock awards may be assumed, continued, or substituted by the surviving corporation. If the surviving
corporation does not assume, continue, or substitute such stock awards, then (a) with respect to any stock awards that are
held by individuals performing services for NVIDIA immediately prior to the effective time of the transaction, the vesting
and exercisability provisions of such stock awards will be accelerated in full and such stock awards will be terminated if
not exercised prior to the effective date of the corporate transaction or change-in-control, and (b) all other outstanding stock
awards will be terminated if not exercised on or prior to the effective date of the corporate transaction or change-in-control.
Potential Payments Upon Termination or Change-in-Control
Upon a change-in-control or certain other corporate transactions of NVIDIA, unvested options, RSUs and PSUs will
fully vest in some cases as described above under Employment, Severance and Change-in-Control Arrangements—Change-
in-Control Arrangements. The table below shows our estimates of the amount of the benefit each of our NEOs would have
received if the unvested options, RSUs and PSUs held by them as of January 31, 2016 had become fully vested as a result
of a change-in-control. The estimated benefit amount of unvested options was calculated by multiplying the number of in-
the-money unvested options held by the applicable NEO by the difference between the $29.29 closing price of our common
stock on January 29, 2016, the last trading day of Fiscal 2016, as reported by NASDAQ, and the exercise price of the option.
The estimated benefit amount of unvested RSUs and unvested PSUs was calculated by multiplying the number of RSUs
or PSUs held by the applicable NEO by the $29.29 closing price of our common stock on January 29, 2016.
Name Unvested In-the-Money Options, RSUs and PSUs at January 31, 2016 (#) (1) Total Estimated Benefit ($)
Jen-Hsun Huang . . . . . . . . . . . . . . . 1,031,061 26,558,308
Colette M. Kress . . . . . . . . . . . . . . . 364,125 10,665,221
Ajay K. Puri. . . . . . . . . . . . . . . . . . . 313,151 8,460,318
David M. Shannon. . . . . . . . . . . . . . 234,827 6,268,789
Debora Shoquist . . . . . . . . . . . . . . . 236,740 6,417,567
________
(1) The amounts in this column include unvested SY PSUs and MY PSUs for each NEO, representing the probable outcome of the
performance-related conditions at Target Compensation Plan on the March 18, 2015 grant date. The number of SY PSUs at Target
Compensation Plan are set forth below under “Estimated SY PSUs at Target Compensation Plan”. The actual number of such NEO’s
SY PSUs that became eligible to vest upon certification by our CC in February 2016 are set forth under “Actual SY PSUs Eligible
to Vest”.
The actual number of MY PSUs that will become eligible to vest will be determinable after January 28, 2018, the ending date of the
three year measurement period for MY PSUs.
Name Estimated SY PSUs at Target Compensation Plan Actual SY PSUs Eligible to Vest
Jen-Hsun Huang. . . . . . . 220,000 330,000
Colette M. Kress . . . . . . 69,000 138,000
Ajay K. Puri . . . . . . . . . . 72,000 144,000
David M. Shannon . . . . . 50,000 100,000
Debora Shoquist. . . . . . . 50,000 100,000