Our stock-based compensation expense is associated with restricted stock units, or RSUs, performance stock units that are based on our corporate financial performance targets, or PSUs, performance stock units that are based on market conditions, or market-based PSUs, and our ESPP.



	Year Ended
	January 26, 2020		January 27, 2019		January 28, 2018
	(In millions)
Cost of revenue	$	39	$	27	$	21
Research and development	540		336		219
Sales, general and administrative	265		194		151
Total	$	844	$	557	$	391



	Year Ended
	January 26, 2020		January 27, 2019		January 28, 2018
	(In millions, except per share data)
RSUs, PSUs and Market-based PSUs
Awards granted	7		4		6
Estimated total grant-date fair value	$	1,282	$	1,109	$	929
Weighted average grant-date fair value per share	$	184.47	$	258.26	$	145.91

ESPP
Shares purchased	1		1		5
Weighted average price per share	$	148.76	$	107.48	$	21.24
Weighted average grant-date fair value per share	$	64.87	$	38.51	$	7.12



	January 26, 2020		January 27, 2019
	(In millions)
Aggregate unearned stock-based compensation expense, net of forfeitures	$	1,803	$	1,580

Estimated weighted average remaining amortization period	(In years)
RSUs, PSUs and market-based PSUs	2.5		2.2
ESPP	0.9		0.8



	Year Ended
	January 26, 2020	January 27, 2019	January 28, 2018
	(Using the Black-Scholes model)
ESPP
Weighted average expected life (in years)	0.1-2.0	0.1-2.0	0.5-2.0
Risk-free interest rate	1.5%-2.6%	1.6%-2.8%	0.8%-1.4%
Volatility	30%-82%	24%-75%	40%-54%
Dividend yield	0.3%-0.4%	0.3%-0.4%	0.3%-0.5%

For ESPP shares, the expected term represents the average term from the first day of the offering period to the purchase date. The risk-free interest rate assumption used to value ESPP shares is based upon observed interest rates on Treasury bills appropriate for the expected term. Our expected stock price volatility assumption for ESPP is estimated using historical volatility. For awards granted, we use the dividend yield at grant date. Our RSU, PSU, and market-based PSU awards are not eligible for cash dividends prior to vesting; therefore, the fair values of RSUs, PSUs, and market-based PSUs are discounted for the dividend yield.

Additionally, for 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.

We grant or have granted stock options, RSUs, PSUs, market-based PSUs, and stock purchase rights under the following equity incentive plans.

In 2007, our shareholders approved the NVIDIA Corporation 2007 Equity Incentive Plan, as most recently amended and restated, the 2007 Plan.

The 2007 Plan authorizes the issuance of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, 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 230 million 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 26, 2020, there were 29 million shares available for future issuance.

Stock options previously granted to employees, subject to certain exceptions, vested 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 quarterly thereafter. These stock options generally expire ten years from the date of grant.

Subject to certain exceptions, RSUs and PSUs 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 (i) for grants made prior to May 18, 2016, 12.5% vesting semi-annually thereafter, and (ii) for grants made on or after May 18, 2016, 6.25% vesting quarterly thereafter. 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.

In 2012, our shareholders approved the 2012 Employee Stock Purchase Plan, as most recently amended and restated, the 2012 Plan, as the successor to the 1998 Employee Stock Purchase Plan.

Up to 89 million shares of our common stock may be issued pursuant to purchases under the 2012 Plan. As of January 26, 2020, we had issued 30 million shares and reserved 59 million 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 approximately 24 months, which is generally divided into four purchase periods of six months.

Employees or those employed by an affiliate of ours are eligible to participate as designated by the Board. Employees who participate may have up to 10% of their earnings withheld to the purchase of shares of common stock. The Board may increase this percentage at its discretion, up to 15%. The price of common stock purchased under our 2012 Plan will be equal to 85% of the lower of the fair market value of the common stock on the commencement date of each offering period and the fair market value on each purchase date within the offering.



	RSUs, PSUs and Market-based PSUs Outstanding
	Number of Shares		Weighted Average Grant-Date Fair Value
	(In millions, except years and per share data)
Balances, January 27, 2019	16		$	129.92
Granted (1)(2)	7		$	184.47
Vested restricted stock	(8	)	$	92.70
Canceled and forfeited	(1	)	$	185.46
Balances, January 26, 2020	14		$	176.72
Vested and expected to vest after January 26, 2020	11		$	176.46